DRAFT_B2_06.1_FP_Construction_(Sept_2020).pdf

SLAC NATIONAL ACCELERATOR LABORATORY

Operated for the

U.S. Department of Energy

By

STANFORD UNIVERSITY

GENERAL TERMS AND CONDITIONS

FOR

FIXED PRICE CONSTRUCTION SUBCONTRACTS AND

PURCHASE ORDERS

Terms and Conditions Page 1 of 27 SLAC/Construction (Rev 9/2020)

Terms and Conditions

SLAC NATIONAL ACCELERATOR LABORATORY

GENERAL TERMS AND CONDITIONS

FOR

FIXED PRICE CONSTRUCTION SUBCONTRACTS AND PURCHASE ORDERS

Contents

ARTICLE 1 DEFINITIONS

ARTICLE 2 ORDER OF PRECEDENCE

ARTICLE 3 FEDERAL CONTRACT CLAUSES INCORPORATED BY REFERENCE

ARTICLE 5 UNIVERSITY MONITORING OF THE WORK

ARTICLE 6 SITE INVESTIGATION, REPRESENTATIONS, AND SPECIFICATIONS

ARTICLE 7 GENERAL SCOPE OF WORK

ARTICLE 8 GOVERNMENT-FURNISHED PROPERTY

ARTICLE 9 PERMITS, LICENSES, RESPONSIBILITIES

ARTICLE 10 SUBMITTALS REQUIRED

ARTICLE 11 SUBCONTRACTOR AND SUB-SUBCONTRACTOR PERSONNEL

ARTICLE 12 LIST OF SUB-SUBCONTRACTORS

ARTICLE 13 TIME IS OF THE ESSENCE

ARTICLE 14 WORK HOURS AND HOLIDAYS

ARTICLE 15 COOPERATION WITH OTHER SUBCONTRACTORS AND UNIVERSITY

PERSONNEL 12

ARTICLE 16 NOTICE OF LABOR DISPUTES

ARTICLE 17 ENVIRONMENTAL, SAFETY, AND HEALTH PROTECTION – CODES AND

STANDARDS 13

ARTICLE 18 ENVIRONMENTAL PROTECTION REQUIREMENTS

ARTICLE 19 INJURY AND ILLNESS PREVENTION PROGRAM IMPLEMENTATION

ARTICLE 20 NOISE CONTROL

ARTICLE 21 SANITARY CONDITIONS

ARTICLE 22 ENVIRONMENTAL, SAFETY, AND HEALTH COMPLIANCE, OVERSIGHT, AND

ENFORCEMENT

ARTICLE 23 RETURN OF UNIVERSITY BADGES, KEYS, AND DOSIMETERS

ARTICLE 24 HISTORICAL AND SCIENTIFIC SPECIMENS

ARTICLE 25 INSPECTION AND ACCEPTANCE

ARTICLE 26 MATERIALS ACCESS

ARTICLE 27 PREPARATIONS, STORAGE, AND ANCILLARY OPERATIONS

ARTICLE 28 INDEMNIFICATION AND INSURANCE

ARTICLE 29 ASSUMPTION OF RISK UNTIL FINAL ACCEPTANCE

ARTICLE 30 BONDS AND OTHER SECURITY

ARTICLE 31 WARRANTY

ARTICLE 32 CHANGES

ARTICLE 33 JUSTIFICATION FOR PRICING CHANGES OR PROPOSED MODIFICATIONS

ARTICLE 34 USE OR POSSESSION PRIOR TO COMPLETION

ARTICLE 35 TERMINATION FOR THE CONVENIENCE OF THE UNIVERSITY

ARTICLE 36 TERMINATION FOR DEFAULT DAMAGES FOR DELAY TIME EXTENSIONS

ARTICLE 37 PAYMENTS TO SUBCONTRACTOR AND WITHOLDING OF FUNDS

ARTICLE 38 CONFIDENTIALITY AND RELEASE OF INFORMATION

ARTICLE 39 ASSIGNMENT

ARTICLE 40 DISPUTES

ARTICLE 41 AFFIRMATION AND AGREEMENT

ARTICLE 42 EXPORT CONTROLS

ARTICLE 43 SITE SECURITY AND SENSITIVE FOREIGN NATIONS SITE ACCESS

ARTICLE 44 THIRD PARTIES

ARTICLE 1 DEFINITIONS

As used throughout this Subcontract, the following terms shall have the meanings set forth below:

A. “Government” shall mean the United States of America.

B. “DOE” shall mean the United States Department of Energy.

C. “Subcontractor” shall mean the entity entering into the Subcontract with the University.

D. “University” shall mean the Board of Trustees of the Leland Stanford, Jr. University or any duly authorized representative thereof, which is the entity operating and managing the SLAC National Accelerator Laboratory on behalf of DOE under Prime Contract No. DE-AC02-76SF00515.

E. “SLAC” shall mean the SLAC National Accelerator Laboratory, a federally funded research and development center and National Laboratory operated by the University, which performs basic research for and on behalf of

DOE.

F. Except as otherwise provided in this Subcontract, the term “Sub-Subcontract” includes lower-tier subcontracts and purchase orders under this Subcontract.

G. “Subcontract Administrator” shall mean the individual specifically designated by the University to make subcontract awards, including issuance of Change Orders affecting the scope of the work, and administer this Subcontract and make related determinations and findings.

H. “Project Manager (PM)” shall mean the individual specifically designated by the University to monitor the Subcontractor’s performance to assure timely compliance with Subcontract requirements including reports to the Subcontract Administrator.

I. “Field Construction Manager (FCM)” shall mean the individual specifically designated by the University to monitor the technical performance of the Subcontractor and all Sub-Subcontractors, to assure compliance with the technical specifications of the contract.

J. In technical standards cited in the Contract Documents (defined in Article 2), references in such standards to responsibilities of any party other than the Subcontractor and its Sub-Subcontractors and suppliers are inapplicable to Subcontractor and its Sub-Subcontractors.

K. Nothing in the Contract Documents or referenced standards shall be construed to establish a contractual relationship between the University or DOE and any Sub-Subcontractor , or to relieve the Subcontractor of full responsibility for compliance with all requirements of the Subcontract.

ARTICLE 2 ORDER OF PRECEDENCE

A. Any conflict or inconsistency in the Subcontract shall be resolved in accordance with the following order of precedence for the following documents (hereinafter, “Contract Documents”):

1. Face of the Subcontract, Purchase Order, or Task Order, including any special terms and conditions (sometimes, “Section H”) thereto.

2. These General Terms and Conditions.

3. Written Specifications, the Statement of Work, and/or attachments and exhibits referenced in this Subcontract.

If provided, Division 1 shall take precedence over provisions of other Divisions, Specifications, the Statement of Work, or other attachments.

4. Drawings. In case of conflict within Drawings, large scale drawings (i.e., detail drawings) shall take precedence over small scale drawings (i.e., plan and elevation views).

5. The Subcontractor’s signed and final Proposal, for interpretation of this Subcontract only.

ARTICLE 3 FEDERAL CONTRACT CLAUSES INCORPORATED BY REFERENCE

A. The Federal Acquisition Regulation (“FAR”) and Department of Energy Acquisition Regulation (“DEAR”) clauses listed below, which are located in Chapters 1 and 9, respectively, of Title 48 of the Code of Federal Regulations, are incorporated by this reference as a part of the University's Purchase Order or Subcontract (hereinafter

"Subcontract") as prescribed below. As used in the clauses, the term "Contract" shall mean the Subcontract; the term "Contractor" shall mean Subcontractor; the term "subcontractor" shall mean the Subcontractor's subcontractor;

and the terms "Government" and "Contracting Officer" shall mean the University, except in FAR clauses 52.214- 26, 52.227-1, 52.227-2, 52.227-4, and 52.227-14, and DEAR clause 970.5232-3, in which clauses "Government" shall mean the U. S. Government and "Contracting Officer" shall mean the DOE Contracting Officer for Prime Contract DE-AC02-76SF00515 with the University. The Subcontractor shall include the listed clauses in its subcontracts at any tier, to the extent applicable.

The following clauses apply to all Subcontracts:

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL

(Jan 2011), if routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system

FAR 52.222-26 EQUAL OPPORTUNITY (APR 2015)

(NOTE: DOWNLOAD THE EEO POSTER AT: http http://www.dol.gov/ofccp/regs/compliance/posters/pdf/eeopost.pdf)

FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

FAR 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UN DER SERVICES

AND CONSTRUCTION CONTRACTS (SEP 2013)

FAR 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA

(JAN 1997), ALT I (JUL 1995)

FAR 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011)

(ALTERNATE I)

FAR 52.223-11 OZONE-DEPLETING SUBSTANCES (MAY 2001)

FAR 52.223-12 REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (MAY 1995)

FAR 52.223-13 ACQUISITION OF EPEAT® REGISTERED IMAGING EQUIPMENT (JUN 2014)

FAR 52.223-14 ACQUISITION OF EPEAT® REGISTERED TELEVISIONS (JUN 2014)

FAR 52.223-15 ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (DEC 2007)

FAR 52.223-16 ACQUISITION OF EPEAT®-REGISTERED PERSONAL COMPUTER PRODUCTS

(OCT 2015) ALT 1 (JUN 2014)

FAR 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND

CONSTRUCTION CONTRACTS (MAY 2008), unless the Subcontract will not involve the use of EPA-designated items.

FAR 52.225-8 DUTY-FREE ENTRY (OCT 2010)

FAR 52.225-9 BUY AMERICAN ACT – CONSTRUCTION MATERIALS (MAY 2014), unless the materials are acquired from a country with an applicable Trade Agreement above the requisite threshold, then FAR 52.225-11 (FEB 2016)

FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

FAR 52.227-4 PATENT INDEMNITY – CONSTRUCTION CONTRACTS (DEC 2007)

FAR 52.227-14RIGHTS IN DATA – GENERAL (MAY 2014), WITH ALTERNATE V,

AND DEAR 927.409 PARAGRAPHS (A) AND (D) (3). .

If delivery of limited rights data is required, then add alternate ii with the following five purposes to be added at the end of paragraph (a) of the clause:

1. EVALUATION BY NON-GOVERNMENT EVALUATORS;

2. USE (EXCEPT FOR MANUFACTURE) BY OTHER CONTRACTORS

PARTICIPATING IN THE GOVERNMENT’S PROGRAM OF WHICH THE

SPECIFIC SUBCONTRACTS IS A PART, FOR INFORMATION AND USE IN

CONNECTION WITH THE WORK PERFORMED UNDER EACH

SUBCONTRACTS;

3. EMERGENCY REPAIR OR OVERHAUL WORK; AND

4. RELEASE TO A FOREIGN GOVERNMENT, OR INSTRUMENTALITY

THEREOF, AS THE INTERESTS OF THE UNITED STATES GOVERNMENT

MAY REQUIRE, FOR INFORMATION OR EVALUATION, OR FOR

EMERGENCY REPAIR OR OVERHAUL WORK BY SUCH GOVERNMENT.

FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

http://www.dol.gov/ofccp/regs/compliance/posters/pdf/eeopost.pdf)

FAR 52.236-2 DIFFERING SITE CONDITIONS (APR 1984)

FAR 52.236-9 PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT,

UTILITIES, AND IMPROVEMENTS (APR 1984)

FAR 52.236-12 CLEANING UP (APR 1984)

FAR 52.242-14 SUSPENSION OF WORK (APR 1984)

FAR 52.246-21 WARRANTY OF CONSTRUCTION (MAR 1994) WITH ALTERNATE I (APR 1984).

FAR 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS (JUN 2003), if the Subcontract involves international air transportation.

FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS

(FEB 2006)

DEAR 970.5227-8 REFUND OF ROYALTIES (AUG 2002), if “royalties” are paid under the Subcontract by the Subcontractor, or by a Subcontractor at any tier.

DEAR 952.227-82 RIGHTS TO PROPOSAL (APR 1994), if the Subcontract is based on a technical proposal.

DEAR 952.203-70 WHISTLEBLOWER PROTECTION OF SUBCONTRACTOR EMPLOYEES (DEC

2000) if the Subcontract involves any work at a DOE-owned or leased facility.

DEAR 970.5223-1 INTEGRATION OF ENVIRONMENT SAFETY AND HEALTH INTO WORK

PLANNING AND EXECUTION (DEC 2000) (for effort involving complex or hazardous work).

DEAR 952-204-77 COMPUTER SECURITY (AUG 2006)

DEAR 952.211-71 PRIORITIES AND ALLOCATIONS (Atomic Energy) (APR 2008)

DEAR 952.217-70 ACQUISITION OF REAL PROPERTY (MAR 2011)

DEAR 970.5208-1 PRINTING (DEC 2000)

DEAR 952.250-70 NUCLEAR HAZARDS INDEMNITY AGREEMENT (OCT 2005). This clause is applicable if the subcontract work involves the risk of public liability which results from a nuclear incident, as defined in the Price Anderson Amendments Act of 2005, and the implementing regulations.

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $2,000 OR MORE:

FAR 52.222-5 CONSTRUCTION WAGE RATE REQUIREMENTS—SECONDARY SITE OF THE

WORK (MAY 2014)

FAR 52.222-6 CONSTRUCITON WAGE RATE REQUIREMENTS (MAY 2014) see the applicable wage determination which is included in the subcontract documents.

FAR 52.222-7 WITHHOLDING OF FUNDS (MAY 2014)

FAR 52.222-8 PAYMENT FOR OVERTIME PREMIUMS (MAY 2014)

FAR 52.222-9 APPRENTICES AND TRAINEES (JUL 2005)

FAR 52.222-10 COMPLIANCE WITH COPELAND ACT REQUIREMENTS (FEB 1988)

FAR 52.222-11 SUBCONTRACTS (LABOR STANDARDS) (MAY 2014)

FAR 52.222-12 CONTRACT TERMINATION – DEBARMENT (MAY 2014)

FAR 52.222-13 COMPLIANCE WITH CONSTRUCTION WAGE RATE REQUIREMENTS AND

RELATED REGULATIONS (MAY 2014)

FAR 52.222-14 DISPUTES CONCERNING LABOR STANDARDS (FEB 1988)

FAR 52.222-15 CERTIFICATION OF ELIGIBILITY (MAY 2014)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $3,000 OR MORE:

FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

FAR 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEST MESSAGING WHILE

DRIVING (AUG 2011)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $10,000 OR MORE:

FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

FAR 52.222-23 NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL

EMPLOYMENT OPPORTUNITY FOR CONSTRUCTION (FEB 1999)

FAR 52.222-27 AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION

(APR 2015)

FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR

RELATIONS ACT (DEC 2010), if wholly or partially performed in the U.S.

DEAR 970.5227-5 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT (DEC 2000)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS IN EXCESS OF $15,000:

FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $25,000 OR MORE:

DEAR 970.5223-4 WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (DEC 2000), if the Subcontract involves any of the hazardous activities stipulated in 10 CFR 707.2

FAR 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (OCT 2015)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $30,000 OR MORE:

FAR 52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR

DEBARMENT (OCT 2015)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT IS FOR $100,000 OR MORE:

FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)

FAR 52.222-37 EMPLOYMENT REPORTS ON VETERANS (OCT 2015)

FAR 52.227-1 AUTHORIZATION AND CONSENT (DEC 2007), in all subcontracts at any tier expected to exceed $100,000

FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT (DEC 2007)

FAR 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

DEAR 970.5232-3 ACCOUNTS, RECORDS, AND INSPECTION (DEC 2010)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS THE SIMPLIFIED ACQUISITION

THRESHOLD DEFINED BY FAR PART 2:

FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT

(SEP 2006). Use Alternate I OCT 1995) if the Subcontract is for “commercial items”.

FAR 52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014), excepting para (c)(1).

FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY

(MAY 2014)

FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (OCT 2010)

FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (APR 2014)

FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014)

FAR 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS – OVERTIME

COMPENSATION (MAY 2014), if the Subcontract involves mechanics or laborers and is for other than “commercial items”.

DEAR 970.5223-7 SUSTAINABLE ACQUISITION PROGRAM (OCT 2010), ALT I FOR

CONSTRUCTION CONTRACTS AND SUBCONTRACTS (OCT 2010), only to first-tier subcontracts

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS $500,000:

DEAR 952.226-74 DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS $700,000:

FAR 52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA -

MODIFICATIONS (AUG 2011)

FAR 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010), if cost or pricing data is required.

FAR 52.215-13 SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS (OCT

2010)

THE FOLLOWING CLAUSES APPLY IF THE SUBCONTRACT EXCEEDS $1,500,000:

FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015), unless the Subcontractor is a small business or there are no subcontracting possibilities.

THE FOLLOWING CLAUSE APPLIES IF THE SUBCONTRACT EXCEEDS $5,000,000

FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015),

if the Subcontract has a performance period of more than 120 days.

FAR 52.203-14 DISPLAY OF HOTLINE POSTER(S) (OCT 2015)

ARTICLE 4 FLOW-DOWN OF SUBCONTRACT PROVISIONS

The Subcontractor shall insert in any Sub-Subcontracts the Articles incorporated by reference under Article 3, “Federal Contract Clauses Incorporated By Reference” and any other Articles in the remainder of this Subcontract, if any of the following conditions are met: (1) a flowdown is expressly required by the University; (2) a flowdown is required by such Articles; (3) a flowdown is appropriate for the Subcontractor to meet its requirements under the Subcontract. The Subcontractor shall also flowdown an Article requiring the Sub-Subcontractors to include such necessary Articles in any Sub-Subcontracts.

ARTICLE 5 UNIVERSITY MONITORING OF THE WORK

A. The Subcontractor is responsible for performing the work called out herein in a manner fully compliant with all Contract Documents. As an aid to assessing, accepting, and approving the Subcontractor’s performance, the work under this Subcontract is subject to monitoring and quality assurance surveillance by the Field Construction Manager (FCM) and/or Project Manager (PM).

B. The FCM or PM shall not impose tasks or requirements upon the Subcontractor additional to or different from those required by the Contract Documents. The FCM or PM shall provide such technical guidance to the Subcontractor as may be appropriate and reasonable to assure compliance with all specifications, technical requirements, and other obligations of the Subcontract.

C. Back Charge for Extraordinary Monitoring. The University monitors compliance with Subcontract requirements for its own benefit. Monitoring is performed by the FCM, PM, or other representatives such as safety personnel, inspection and testing vendors, security personnel, and by the Subcontract Administrator.

1. In the event that subcontract performance is not in accordance with the Subcontract or applicable laws and regulations, the University may incur increased costs for monitoring in order to verify that corrections have been made by the Subcontractor and compliance achieved. The University, at its election, may recover costs of this extraordinary effort by reducing the amount of the Subcontract price as set forth below, in addition to any other remedies available.

2. Isolated noncompliance. Upon a first (single) occurrence of noncompliance with a Subcontract requirement or applicable law or regulation, the FCM or designee and the Subcontractor’s on-site representative shall agree on the correction to be made and the schedule for the correction.

If agreement is not reached the PM or designee and the Subcontractor’s on-site representative shall immediately contact the Subcontract Administrator for resolution. Each time the PM or designee checks for compliance, a back charge will apply if compliance has not been achieved, and a revised schedule for correction shall be established. If the PM or designee and the Subcontractor’s on-site representative do not agree on the status of compliance, they shall immediately contact the Subcontract Administrator for resolution.

3. Continuing, repetitive, or multiple noncompliance: In the event of continuing, repetitive, or multiple noncompliance, back charges shall apply during each instance where the PM or designee is required to take action to obtain compliance, including but not limited to assignment of a full-time SLAC inspector to the project. If the PM or designee and the Subcontractor’s on-site representative do not agree on the status of the work, they shall immediately contact the Subcontract Administrator for resolution.

4. Back charges for extraordinary monitoring shall be at the rate of $100 per hour for a minimum of one hour per incident. Any monetary adjustment by the University for extra monitoring is independent of that which may be otherwise charged against the Subcontractor by any external regulatory or oversight agencies.

ARTICLE 6 SITE INVESTIGATION, REPRESENTATIONS, AND SPECIFICATIONS

A. The Subcontractor acknowledges that it has satisfied itself as to the nature and location of the work; the general and local conditions, particularly those bearing upon work hazards and safety, transportation, disposal, handling and storage of materials, availability of labor, water, electric power, roads, and uncertainties of weather, and similar physical conditions at the site; the conformation and conditions of the ground; the character of equipment and facilities needed preliminary to and during the prosecution of the work; and all other matters upon which information is reasonably obtainable and which can in any way affect the work or the cost thereof under this Subcontract. The Subcontractor further acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, from exploratory work done by the University, as well as from information presented by the drawings and specifications made a part of this Subcontract.

B. Any failure by the Subcontractor to acquaint itself with all of the available information will not relieve it from responsibility for estimating properly the difficulty or cost of successfully performing the work. The University assumes no responsibility for any understanding or representations made by any of its officers or agents during or prior to the execution of this Subcontract, unless (1) such understanding or representations are expressly stated in the Subcontract, and (2) the Subcontract expressly provides that the responsibility therefore is assumed by the University.

C. Should the Contract Documents and Subcontractor’s reasonable inspection in accordance with Subparagraph A not adequately convey the actual physical or operating conditions expected to be encountered in the execution of the Work of this Subcontract, it shall be the responsibility of the Subcontractor to so advise the University. Such advice shall be in writing and shall be submitted to the University in sufficient time prior to the scheduled completion of the work so that a revision to drawings or specifications may be made, if necessary.

ARTICLE 7 GENERAL SCOPE OF WORK

Except as otherwise indicated in the Contract Documents, the Subcontractor shall furnish all labor, materials, tools, equipment, incidentals, and submittals necessary to prepare for and perform the work. Where standards are not specified, the Subcontractor shall perform the work in accordance with the best general practice and industry standards, and provide materials and workmanship of the first quality. Where the Contract Documents do not provide complete details, the Subcontractor shall provide a Submittal to the University for prior approval, showing the details of the planned method for meeting the Subcontract requirement.

ARTICLE 8 GOVERNMENT-FURNISHED PROPERTY

A. In connection with its work under this Subcontract, the Subcontractor may be furnished by the University certain government-owned property (hereinafter referred to as Government-furnished property or “GFP”) for installation by the Subcontractor as required by other provisions of this Subcontract. The schedules set forth in this Subcontract are based upon the premise that the GFP will be delivered to the Subcontractor in sufficient time to enable Subcontractor to meet said schedules. In the event that such GFP is not delivered to Subcontractor in sufficient time to enable Subcontractor to meet the said schedules, the University shall, if requested by the Subcontractor, determine if any unreasonable delay has occurred, and if so, shall grant a reasonable extension of the time for completion of performance. The University and/or the Government shall not be liable to the Subcontractor for damages or loss of profit by reason of any delay in the delivery of said GFP, except that in case of such delay, upon written request of the Subcontractor an equitable adjustment may be made in the schedule, or price, or both, and in other contractual provisions affected thereby, in accordance with the procedures provided for in Article 32 titled “Changes” of these General Terms and Conditions.

B. Title to such GFP shall be and remain with the Government, and shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall any such property, or any part thereof, be or become a fixture or lose its identity as personal property by reason of affixation to any realty. The

Subcontractor shall maintain adequate property control records of such property consistent with good business practice and as may be prescribed by the Government or the University, and shall cause all such property to be clearly marked (if not so marked) to show that it is property of the Government.

C. GFP shall be used for the performance of this Subcontract only.

D. The Subcontractor shall, in accordance with sound industrial practice, protect and preserve such GFP until completion by the Subcontractor of all work required by this Subcontract. Should any repair or replacement of any such property become necessary during the term of this Subcontract other than by reason of the negligence or fault of the Subcontractor, the same shall be made by the Subcontractor with the approval of and for the account of the University and the title thereto shall vest in the Government and any delay occasioned thereby shall be considered an excusable delay under this Subcontract.

E. Unless otherwise provided in this Subcontract, the Subcontractor assumes the risk of and shall be responsible for any loss of or damage to the GFP in its possession except for reasonable wear and tear, or due to causes unrelated to the Subcontractor’s fault or negligence.

F. The Government and the University shall at all times have access to the premises wherein any GFP is located.

G. Upon completion of this Subcontract, the Subcontractor shall submit, in a form acceptable to the University, inventory schedules covering all items of GFP utilized in the performance of this Subcontract (including any resulting scrap), not theretofore delivered to the Government or the University.

ARTICLE 9 PERMITS, LICENSES, RESPONSIBILITIES

The Subcontractor must have and maintain, and shall require that all Sub-Subcontractors have and maintain, appropriate licenses and/or certifications issued by the relevant Trade Association or Regulatory Agency. Except as otherwise directed by the University, the Subcontractor also shall, without additional expense to the University, be responsible for obtaining any other necessary licenses and permits, and for complying with any applicable Federal, State, and municipal laws, codes and regulations in connection with performing its work.

ARTICLE 10 SUBMITTALS REQUIRED

A. The purpose of submittals is to provide the University with the opportunity to check for conformance with the requirements of the Subcontract, and for selection among alternatives contemplated by the Subcontractor. No change to the Subcontract price, performance period, or other requirement of the Subcontract is authorized as a result of submission, review, or approval of such submittals.

B. If the submittal is associated with any proposed change in the Subcontract price, performance period, or other requirement of the Subcontract, the Subcontractor must so notify the Subcontract Administrator in writing, separately from the submittal, and obtain authorization via written Field Change Order or Subcontract Modification prior to incurring any delay or additional costs or using materials or methods not conforming to the requirements of the Subcontract. The Project Manager (PM) is authorized to make evaluation of submittals and elements of work required by this Subcontract. However, approval of submittals shall be issued only by the Subcontract Administrator.

C. By submission of a submittal for a product “equal” to one specified, a product substitution, a design prepared by the Subcontractor, or a method proposed by the Subcontractor, the Subcontractor represents that it has reviewed the submitted item for full compatibility with all requirements of the Subcontract, and further represents that the item submitted is in fact fully compatible with all requirements of the Subcontract. The University will review the submittal for general conformance with the design concept only. Approval of the submittal does not reduce the Subcontractor’s full responsibility for meeting all requirements of the Subcontract. Any variance between the specified requirement and the item actually furnished remains the responsibility of the Subcontractor. In the event that an approved item is subsequently determined not to conform to a requirement of the Subcontract, the Subcontractor shall be responsible for all costs of corrections necessary to attain conformance, and any failure by the University to discover or notify the Subcontractor of the non-conformance shall be considered immaterial. Note that in the event that a specified product is found to be unavailable, the Subcontractor may request that the University specify an alternate, in which case the University will be responsible for specifying a product that is compatible with all requirements of the Subcontract.

D. SUBMITTALS REQUIRED PRIOR TO KICK-OFF MEETING

A Kick-off meeting shall be held to confirm review and acceptance of all project documentation required. The following documents, in addition to any forms or documents required by the request for proposal or solicitation, at minimum, shall be required for the Kick-off meeting:

1. Performance and Payment bonds from Subcontractor.

2. Approved certificates of insurance.

3. Site specific safety plan (as defined in SLAC ES&H Manual Ch 42, “Subcontractor Safety”) for Subcontractor and any known Sub-Subcontractors.

4. Project schedule in the specified format as required by the PM.

5. “Statement and Acknowledgment” Standard Form (SF 1413) for all known Sub-Subcontractors.

6. A copy of the Subcontractor’s licenses and permits, and copies of all known Sub-Subcontractors licenses or permits, if needed in performance of the Subcontract.

E. SUBMITTALS REQUIRED DURING ON-SITE CONSTRUCTION

1. Certified payrolls to be submitted via an online system as designated by University.

2. Each invoice must be accompanied by the following:

a. Invoice showing unique invoice number, SLAC Subcontractor number, and amount billed.

b. Any pricing breakdown as required by the University.

F. OTHER SUBMITTALS REQUIRED DURING ON-SITE WORK

The Subcontractor shall update and resubmit the Submittal List whenever new submittals are requested during progress of the work.

1. The Subcontractor shall update and resubmit the lists of Sub-Subcontractors when known and provide an updated SF 1413 Form.

G. SUBMITTALS REQUIRED PRIOR TO FINAL PAYMENT

1. Completion of the work, including as-builts and other submittals if and as required.

2. Final Inspection Report (signed by Subcontractor).

3. Certified Payroll Log and Final Certified Payrolls via the online system as designated by University.

4. Return of Identification (ID) badges, Dosimeter Badges (if any) and keys (if any). The University may, at its discretion, require a certification from the Subcontractor that it, and all of its Sub-Subcontractors, have complied with this requirement and have reported to the Subcontract Administrator any missing ID badges, dosimeters, or keys.

5. Final Invoice.

6. Release Upon Final Payment.

ARTICLE 11 SUBCONTRACTOR AND SUB-SUBCONTRACTOR PERSONNEL

A. Subcontractor personnel shall be reasonably continuous over the length of the job; personnel shall not be rotated for the convenience of the Subcontractor.

B. The University shall be provided with a method to contact Subcontractor’s management at any time (twenty-four hours a day, seven days a week), said management shall be empowered with the ability to initiate and enforce changes.

C. All Subcontractor employees performing the work under this Subcontract shall have that level of education, experience, physical competence, and training requisite for the skillful, workmanlike, efficient and safe carrying out of their Subcontract tasks and shall carry out such tasks in like manner.

D. The Subcontractor is required to provide employees who are trained and experienced in performing the work required under the conditions existing for this project, including environmental protection, safety, and health requirements.

E. The University may, in writing, require that Subcontractor remove any employee of Subcontractor or Sub- Subcontractor from performing work under this Subcontract. Subcontractor agrees to promptly comply with such requests.

F. Only persons who are eligible to work in the United States of America (U.S. citizens, green card holders, or those with the appropriate visa) may be employed to work at this site. Subcontractors and their employees must show government-issued identification to gain access to this site, and persons who are unable to provide proper I.D. will not be permitted to enter SLAC premises.

G. In the event that non-English speaking workers are utilized, the Subcontractor shall, at all times when work activity is on-going, have a designated worker who is bilingual in English and the language of those workers on site to interpret work instructions and safety orders.

ARTICLE 12 LIST OF SUB-SUBCONTRACTORS

A. At the request of the University, the Subcontractor shall notify the University, in writing, of the names of all Sub- Subcontractors, together with a summary of the extent and character of the work to be done by each Sub- Subcontractor.

ARTICLE 13 TIME IS OF THE ESSENCE

The Subcontractor shall prosecute the work diligently with such forces as the Subcontractor determines are necessary to complete the work of this Subcontract within the contract time. If the University determines that the Subcontractor is not progressing in accordance with the accepted schedule from the Subcontractor, the Subcontractor shall submit a written plan for recovery of the progress necessary to complete the work within the contract time for the Subcontract Administrator’s approval. Resulting additional costs for overtime, night shifts, or holiday work, or other means necessary to recover the schedule are solely the responsibility of the Subcontractor.

ARTICLE 14 WORK HOURS AND HOLIDAYS

A. The Subcontractor will be permitted to work in the work areas, and delivery of materials may be made, during normal working hours (6:00 a.m. to 6:00 p.m. Monday through Friday, unless otherwise indicated in the Contract Documents) and, when authorized in advance by the Subcontract Administrator, after hours, on holidays, or weekends.

B. SLAC holidays:

New Year’s Day Independence Day Martin Luther King’s Birthday Holiday Labor Day Holiday President’s Birthday Holiday Thanksgiving: Thursday & Friday Memorial Day Holiday Christmas - two days

Additionally, SLAC is usually shut down during the period between Christmas and New Year’s Day.

C. Unless required by law, no extra payment will be allowed for extra expense incurred by the Subcontractor for its employees working holidays.

ARTICLE 15 COOPERATION WITH OTHER SUBCONTRACTORS AND UNIVERSITY PERSONNEL

A. Other construction subcontracts may have been or may be awarded in this locality, such that the work covered by them will be in progress during the time of the work covered by this Subcontract. All Subcontractors shall have equal rights to use the haul roads, grounds, utilities, etc., and shall coordinate their activities which may be in conflict so as to cause a minimum of interference.

B. University personnel may be working in or occupying the area within and adjacent to the Subcontractor’s work area. The Subcontractor shall cooperate with others in the scheduling of work to avoid undue inconveniences to all concerned. The Subcontractor shall not commit or permit any act which will interfere with the performance of work by any other Subcontractor or by University employees.

C. The Subcontractor shall fully cooperate with such other Subcontractors and University employees and carefully fit its own work to such additional work as may be directed by the University.

D. The Subcontractor shall confine activity to the areas designated. Other University or SLAC areas shall not be visited without specific permission and under no circumstances will the Subcontractor’s personnel cause interruption of normal University activities in other areas.

ARTICLE 16 NOTICE OF LABOR DISPUTES

Whenever an actual or potential labor dispute is delaying or threatens to delay the performance of the work, the Subcontractor shall immediately notify the University in writing. Such notice shall include all relevant information concerning the dispute and its background.

ARTICLE 17 ENVIRONMENTAL, SAFETY, AND HEALTH PROTECTION – CODES AND STANDARDS

A. All work performed by the Subcontractor and its Sub-Subcontractors shall be in accordance with the applicable

Federal, state, and local environmental laws, codes, standards, and regulations, including those described in this Article.

B. The Subcontractor and its Sub-Subcontractors shall also perform work in accordance with the following University-specific requirements, which are largely consistent with applicable regulatory requirements: (1) SLAC’s Injury and Illness Prevention Program (IIPP), including those regulations and standards listed within ; (2) SLAC’s ES&H Manual Chapter 42“Subcontractor Safety”; and (3) any additional safety and environmental requirements, codes, standards, and regulations detailed in the specifications, statement of work, or Division 1.

C. With regard to safety and health regulations, SLAC has adopted the California Division of Occupational Safety and Health (Cal/OSHA) general industry and construction safety orders as found in Title 8 of the California Code of Regulations. However, government enforcement of safety and health compliance is under the jurisdiction of the federal Department of Energy.

D. All codes, standards, and referenced specifications in the Contract Documents shall mean latest edition, including supplements when such exists, unless otherwise stated. Where differences exist in the levels of protection prescribed in applicable codes, standards, and referenced specifications, the level which provides the greatest protection to the University shall govern, unless otherwise stated. Any variances from the codes and standards noted by the Subcontractor in the specifications and drawings shall be brought to the Subcontract Administrator’s attention immediately by notification in writing.

E. The Government, the State of California, and local jurisdictions may have the authority to fine the University, the Subcontractor, and Sub-Subcontractors for failure to comply with applicable safety, health, and environmental laws.

The University reserves the right to pass these fines onto the Subcontractor if the non-compliance results from its failure to comply with applicable laws and standards.

ARTICLE 18 ENVIRONMENTAL PROTECTION REQUIREMENTS

A. All personnel and equipment necessary for the protection of the environment in performance of the Subcontract shall be the responsibility of and shall be provided by the Subcontractor. Failure to maintain adequate measures to ensure protection of the environment as required by applicable laws and University standards may result in Termination for Default, and assessment of clean-up costs.

B. Materials, processes and activities that the Subcontractor proposes to employ that are governed by the Clean Air Act must conform to requirements specified by the Bay Area Air Quality Management District (BAAQMD). Refer to BAAQMD regulations and Division 1 Specifications for details on the relevant materials.

C. All on-site activities shall include Best Management Practices (BMPs), required by the Clean Water Act, to prevent the introduction of hazardous and non-hazardous materials into stormwater or conveyances that transport stormwater off-site to streams and the Bay. Refer to the Division 1 Specifications for required BMPs.

D. Hazardous waste management shall be coordinated with SLAC Waste Management Group.

E. Subcontractors and their Sub-Subcontractors shall not cause to be delivered to or bring radioactive materials or radiation generating devices on University or SLAC premises without prior express approval from the Subcontract Administrator and designated representatives from the University’s Radiation Protection Department. Examples of such radioactive materials and radiation generating devices are available.

https://www-group.slac.stanford.edu/esh/general/iipp/ https://www-group.slac.stanford.edu/esh/general/iipp/ https://www-group.slac.stanford.edu/esh/general/subcontractor https://www-group.slac.stanford.edu/esh/general/subcontractor http://www-group.slac.stanford.edu/esh/rp/RPmaterialTC.pdf.

http://www-group.slac.stanford.edu/esh/rp/RPmaterialTC.pdf.

F. All work shall be performed in a manner consistent with SLAC’s Environment, Safety and Health Policy.

ARTICLE 19 INJURY AND ILLNESS PREVENTION PROGRAM IMPLEMENTATION

A. Subcontractor is responsible for safe working practices and shall ensure the safety of their personnel, Sub- Subcontractor personnel, University personnel, other personnel and visitors, University and Government property, and private property in the performance of the Subcontract. Subcontractor and its Sub-Subcontractors shall comply with all applicable safety and health laws, standards, and regulations.

B. Subcontractor shall implement, and require its personnel and Sub-Subcontractors to implement SLAC’s Injury and Illness Prevention Program (IIPP), or their own equivalent. Subcontractor shall implement, and require its personnel and Sub-Subcontractors to implement SLAC ES&H Manual Chapters 2 and 42. Subcontractor shall implement, and require its personnel and Sub-Subcontractors to implement, Work Planning and Control (WPC) to ensure that the overall project and each defined work activity conforms to SLAC’s WPC program. The WPC process elements shall include the following steps: (a) Define scope; (b) Analyze hazards; (c) Identify and implement controls; (d) Perform the work within controls; (e) Provide feedback and improvement. Additionally, the WPC process shall include the proper authorization and release of all work on a daily basis by the FCM and the Subcontractor. More details can be found in the Division 1 Specifications concerning planning and documentation requirements. Subcontractor shall consult with the University as needed to understand and implement these WPC process elements.

C. The Subcontractor shall establish processes to ensure hazards are identified and abated routinely. All workers shall be encouraged to engage in the hazard identification and control process and speak up when they have a concern.

D. The Subcontractor shall ensure that its employees and Sub-Subcontractor employees understand that they may decline work or stop others from performing work if the work may create an “imminent danger,” or when a worker does not believe there is sufficient time to abate a hazard through the standard means in the performance of the task. An “imminent danger” situation is defined as one that could result in serious injury, death, or significant environmental or property damage. A process shall be established for employees to communicate to their supervisor and work together to mitigate imminent dangers.

E. All personnel and equipment necessary for the IIPP implementation shall be the responsibility of and shall be provided by the Subcontractor to assure public safety and properly guard against personal injury or property damage. Examples include: Flaggers, signs, barricades, fences, lights, fire extinguishers, and similar precautions.

F. The Subcontractors and Sub-Subcontractors shall fully cooperate in University and DOE incident investigations in accordance with the contractor requirements of DOE Order 225.1B, titled Accident Investigations. Subcontractor and Sub-Subcontractor personnel shall be made available for interviews; equipment shall be made available for inspection, measurement and testing; work planning and training documentation shall be provided to University and DOE upon request.

G. Failure to maintain adequate measures to ensure safe working practices and safety as required by applicable laws and University standards may result in Termination for Default.

ARTICLE 20 NOISE CONTROL

A. The Subcontractor shall make use of latest techniques for abatement of construction noise. All construction equipment shall be contained in sound reducing enclosures when necessary and shall be fitted with mufflers as required so that the noise level within 3 feet of the equipment does not exceed levels recommended by EPA for construction sites in occupied areas. The Subcontractor shall use pneumatic or electric tools designed for quiet operation.

B. The playing of (radios, phone speaker devices) or listening (use of earbuds, or similar) to music, podcasts, etc. while performing work is not permitted. .

ARTICLE 21 SANITARY CONDITIONS

A. Supply of drinking water shall be adequate and clean. The source shall be approved by the FCM, Field Safety Representative, or other designated University personnel.

B. Unless otherwise specified in Division 1, toilet facilities are not available; the Subcontractor shall furnish and maintain one (1) temporary chemical toilet for every thirty (30) persons or less employed on the site, at locations https://slac-my.sharepoint.com/personal/jeremys_slac_stanford_edu/Documents/851%20to%20Cal_OSHA/Project%20Implementation%20Plan/A.%09http:/www-group.slac.stanford.edu/esh/about_esh/eshpolicy.htm.

https://www-group.slac.stanford.edu/esh/general/iipp/ https://www-group.slac.stanford.edu/esh/general/iipp/ https://www-group.slac.stanford.edu/esh/eshmanual/eshmanual_toc.htm https://www-group.slac.stanford.edu/esh/general/wpc/ https://www-group.slac.stanford.edu/esh/general/subcontractor/ https://www-group.slac.stanford.edu/esh/general/wpc/ approved by the FCM, Field Safety Representative, or other designated University personnel.

C. Except to the extent provided by law, pets are not permitted on-site.

ARTICLE 22 ENVIRONMENTAL, SAFETY, AND HEALTH COMPLIANCE, OVERSIGHT, AND

ENFORCEMENT

A. All University employees, agents, and subcontractors, and DOE employees and agents, have the authority and responsibility to identify and stop any activity creating an imminent danger as defined in Article 19. If directed to stop an activity creating an imminent danger, the Subcontractor shall comply, and immediately contact the FCM for further direction.

B. The Subcontractor is required to effectively address environmental, safety, and health compliance concerns on a continual basis. The Subcontractor shall immediately correct environmental, safety, and health non-compliances and hazards upon the request of the FCM, PM, or Subcontract Administrator. Further, the FCM, PM, or Subcontract Administrator may, at their discretion, issue a written notice of violation if the work is found to be non-compliant with the applicable environmental, safety, and health laws and SLAC standards. DOE staff are also authorized to inspect construction projects, communicate deficiencies to SLAC management, and request work be stopped due to imminent danger or regulatory violations.

C. If a notice of violation is not adequately addressed in the time specified in the notice, or if at any time the Subcontractor or its Sub-Subcontractor’s activities present an imminent danger or violate applicable environmental, safety and health laws and standards, the Subcontract Administrator, FCM, or PM may issue a written stop work order until the dangerous or non-compliant activities are remedied at the Subcontractor’s expense. The Subcontractor shall be required to recover the schedule at its expense, and may be required to reimburse the University for extraordinary monitoring as described in this Subcontract. The Subcontractor shall make no claim for an extension of time or for compensation or damages by reason of or in connection with such work stoppage resulting from its non-compliance with environmental, safety, or health related requirements.

ARTICLE 23 RETURN OF UNIVERSITY BADGES, KEYS, AND DOSIMETERS

Loss of University badges, keys, and dosimeters present significant security risks and replacement costs for the University. Subcontractor must track ID badges, keys, and dosimeters received by its employees and Sub- Subcontractors, and notify the Subcontract Administrator of any missing badges, keys, or dosimeters prior to closeout. Further, in addition to any other remedies available under this Subcontract, the University may charge, at its discretion, a penalty of $500 per ID badge, key, or dosimeter not returned to the SLAC Security Office within five (5) days of the completion of the Subcontractor and Sub-Subcontractors’ performance. Such penalties shall be deducted from the final payment.

ARTICLE 24 HISTORICAL AND SCIENTIFIC SPECIMENS

All articles of historical or scientific value, including but not limited to fossils and archaeological artifacts which may be uncovered by the Subcontractor during the progress of the work, shall become the property of the University. The article and area shall be secured and work in the immediate area shall be stopped, as appropriate, and the finding shall be reported immediately to the Field Construction Manager. The University will determine the method of removal, where necessary, and the final disposition thereof.

ARTICLE 25 INSPECTION AND ACCEPTANCE

A. Except as otherwise provided in this Subcontract, inspection and test by the University of material and workmanship required by the Subcontract shall be made at reasonable times and at the site of the work, unless the University determines that such inspection or test of material which is to be incorporated in the work shall be made at the place of production, manufacture, or shipment of such material. To the extent specified by the University at the time of determining to make off-site inspection or test, such inspection or test shall be conclusive as to whether the material involved conforms to the Subcontract requirements.