RFP 849325 - Stable Isotope Science and Engineering Laboratory Design-Build.pdf

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RFP 849325

Part II – Contract Clauses Section I

Stable Isotope Science and Engineering Laboratory

Part II – Contract Clauses

• Section I – Contract Clauses o General Provisions Fixed Price Construction Contracts (April 2024) o 3113b - Environmental Safety and Health – PNNL Onsite o QA 159 - Electrical Equipment for Measurement, Control, and Laboratory Use o QA 161 - Nondestructive Examination o QA 171 - Welding/Brazing o QA 177 - Visual Weld Inspection o QA 181b - Pressure Systems (commercial-off-the-shelf) o QA 182 - Drawing Review o QA 183 - Red-Line Drawings o QA 184 - As-Built Drawings o QA 189 - Test Report: Pressure and/or Leak Test o QA 191 - Test Report: Inspection Report o QA 192 - Test Report: Functional Test o QA 360 - Contractor Nonconformance Report

General Provisions – Fixed Price Construction Contracts Battelle Memorial Institute Page 1 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory

GENERAL PROVISIONS

Fixed Price Construction Contracts

For the Pacific Northwest National Laboratory Operated by Battelle Memorial Institute

Battelle Memorial Institute has executed and is engaged in the performance of Prime Contract DE-AC05-76RL01830 with the United States Department of Energy (DOE), for the management, operation, and maintenance of the Pacific Northwest National Laboratory (PNNL) in Richland, Washington. This contract is entered into in furtherance of the performance of the work provided in the Prime Contract, and is subject to the following general provisions:

GENERAL ________________________________________________________________________________________ 2

Introduction ___________________________________________________________________________________ 2 Definitions ____________________________________________________________________________________ 2 Acceptance of Contract Terms and Conditions (cl. 302 – Oct 2008) ________________________________________ 2 Order of Precedence - Construction _________________________________________________________________ 2 Disputes (cl. 331 - Nov 2014) _____________________________________________________________________ 2 Assignment (cl.357 - Jan 2003) ____________________________________________________________________ 2 Pacific Northwest National Laboratory or Battelle Name (cl. 374 – Oct 2008) _________________________________ 3 Insurance - Construction _________________________________________________________________________ 3 Contract Administration (cl 384 – Feb 2015) __________________________________________________________ 3 Labor Harmony ________________________________________________________________________________ 4 Taxes (cl. 354b - Oct 2018) _______________________________________________________________________ 4 Payments – Construction _________________________________________________________________________ 4 Pricing of Adjustments - Construction _______________________________________________________________ 5 Failure to Perform - Construction ___________________________________________________________________ 6 Indemnity (cl. 351c – Aug 2009) ___________________________________________________________________ 6 Public Release of Information _____________________________________________________________________ 6 Prohibition on Participation in Foreign Government-Sponsored Talent Recruitment Programs of a Foreign Country of Risk

(cl. 312 – December 2020) _______________________________________________________________________ 6 Unclassified Foreign Visits and Assignments (cl. 3114 – Oct 2020) _________________________________________ 7 Rights to Proposal Data __________________________________________________________________________ 7 Bankruptcy (cl. 318 - Nov 2008) ___________________________________________________________________ 7 Laws, Regulations, DOE Directives, and Indemnification (cl. ci-3121 – Mar 2014) _____________________________ 8 Environment, Safety, and Health Requirements (10 CFR 851) _____________________________________________ 8 Environment, Safety, and Health Requirements - Offsite (cl. 3113e – May 2012) ______________________________ 8 Notifications and Investigations ____________________________________________________________________ 8 Sustainable Acquisition Requirements (cl. 381 – Oct 2015) ______________________________________________ 8

QUALITY ASSURANCE _______________________________________________________________________________ 9 Quality Assurance ______________________________________________________________________________ 9 Suspect/Counterfeit Items ________________________________________________________________________ 9

CONSTRUCTION ___________________________________________________________________________________ 9 Site Access Control _____________________________________________________________________________ 9 Prohibited Articles _____________________________________________________________________________ 11 Work Limitations, Restrictions & Requirements _______________________________________________________ 11 Back-Charges _________________________________________________________________________________ 12 Vendor Data Requirements ______________________________________________________________________ 13 Cooperation with Others ________________________________________________________________________ 13 Notice of Labor Disputes (cl. 359 - Feb 1997) ________________________________________________________ 14

CLAUSES INCORPORATED BY REFERENCE ______________________________________________________________ 14

Page 2 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory

GENERAL

Introduction

A. The construction covered by this Contract shall be furnished subject to the terms and conditions set forth herein.

B. This Contract is the complete and exclusive statement of the terms of the agreement between Contractor and Battelle.

C. No modification of this Contract (including any addition, deletion, or other modification proposed in Contractor’s acceptance) shall be binding on Battelle unless agreed to by an authorized Battelle Contracts representative in writing.

D. If any of the clauses included or incorporated into these General Provisions do not apply to the Contract Work, such clauses are considered to be self-deleting.

E. This Contract is between Battelle and Contractor and does not constitute a contract with DOE or the Government. Battelle is a prime contractor for DOE and is not a Government agency or an agent of the Government. In addition, Battelle’s Contracts Representatives are not Government Contracting Officers. However, solely for purposes of flowing down the appropriate FAR and DEAR clauses to this Contract, the term “Government”, as referenced in the clauses, shall be interpreted to mean Battelle and the term “Contracting Officer”, as referenced in the clauses, shall be interpreted to mean the Battelle Contracts Representative for this Contract.

Definitions

As used throughout this Contract, the following terms shall have the meaning set forth below:

A. "Battelle" means Battelle Memorial Institute, in the performance of its prime Contract with The United States of America and includes any duly authorized representative thereof acting within authorized limits.

B. “Contractor” means the entity under Contract with Battelle responsible for execution of all construction work described within the Contract documents.

C. “Construction worksite,” “Site of the work,” and “Site” are equivalent terms for purpose of this Contract and have the meaning given in 10 CFR 851 for Construction worksite as follows:

D. “Construction worksite is the area within the limits necessary to perform the work described in the construction procurement or authorization document.

It includes the facility being constructed or renovated along with all necessary staging and storage areas, as well as adjacent areas subject to project hazards.”

E. "DOE" means U. S. Department of Energy or any duly authorized representative thereof.

F. “DEAR” means Department of Energy Acquisition Regulation, including all amendments and changes thereto in effect on the date of issuance of this Contract.

G. “FAR” means Federal Acquisition Regulation, including all amendments and changes thereto in effect on the date of issuance of this Contract.

H. “Subcontract(s)” and “Subcontractor(s)” includes this Contract when used in a FAR or DEAR clause referring to a prime and Subcontractor relationship.

Otherwise, it means Contractor’s lower tier Subcontract(s) and Subcontractor(s), respectively.

The term “Subcontract” includes purchase orders and changes, modifications, or amendments to Subcontracts and purchase orders.

Acceptance of Contract Terms and Conditions (cl. 302 – Oct 2008)

The Contractor, by signing this Contract or performing the services and/or delivering the supplies identified herein, agrees to comply with all the terms and conditions and all specifications and other documents that this Contract incorporates by reference or attachment. Battelle hereby objects to any terms and conditions contained in any acknowledgment of this Contract that are different from or in addition to those mentioned in this document. Failure of Battelle to enforce any of the provisions of this Contract shall not be construed as evidence to interpret the requirements of this Contract, nor a waiver of any requirements, nor of the right of Battelle to enforce each and every provision. All rights and obligations shall survive final performance of this Contract.

Order of Precedence - Construction

Any inconsistency in this solicitation or Contract shall be resolved by giving precedence in the following order:

A. Contract Agreement (excluding specifications)

B. Representations and other instructions

C. General Provisions

D. Division 1 Administrative Requirements

E. Specifications

F. Drawings

Disputes (cl. 331 - Nov 2014)

Except as otherwise provided or agreed, any dispute relating to this contract which is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction upon filing of a legal action by the aggrieved party. It is further agreed by the Contractor that litigation shall be limited and confined exclusively to Federal District Court, with venue in the U.S. District Court for Eastern Washington, located in Richland, Washington.

In the event the requirements for jurisdiction in Federal District Court are not present, such litigation shall be brought in Benton County Superior Court, located in Kennewick, Washington. Resolution of any substantive issue of law shall be determined in accordance with the body of applicable Federal procurement law. If there is no applicable Federal procurement law, the law of the State of Washington shall apply in the determination of such issues. During the pendency of any dispute, the Contractor shall proceed diligently with the performance of the contract and in accordance with the direction of Battelle.

Assignment (cl.357 - Jan 2003)

Battelle may assign this Contract to the U.S. Department

Page 3 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory of Energy (DOE) or a designee of DOE. Upon receipt by the Contractor of written notice that DOE or its designee has been assigned this Contract, Battelle shall be relieved of all responsibility hereunder, and the Contractor shall thereafter look solely to the assignee for performance of Battelle’s obligations. The Contractor shall not assign this Contract or any interest therein, nor claims thereunder without the prior written consent of Battelle or Battelle’s assignee. Any assignment, by operation of law or otherwise, without prior written consent of Battelle or Battelle’s assignee shall be void.

Pacific Northwest National Laboratory or Battelle Name (cl. 374 – Oct 2008)

The Contractor agrees not to use Pacific Northwest National Laboratory’s or Battelle’s name or identifying characteristics for advertising, sales promotion, raising of capital, recommending investments or other publicity purposes that implies endorsement by the Pacific Northwest National Laboratory or Battelle without the prior written consent of Battelle. This clause shall survive the termination or expiration of this contract.

Insurance - Construction

A. The Contractor shall, at its sole cost, obtain and maintain in force for the duration of the Contract (including the Guarantee period) insurance of the following types, with limits not less than those set forth below.

B. Schedule of Minimum Insurance Types and Amounts.

1. Workers Compensation Insurance shall be at a minimum as indicated below or per the statutory limits of the State where the work is to be performed, whichever is higher:

(i) $1,000,000 Minimum per accident;

(ii) $1,000,000 minimum per employee for bodily injury and disease.

2. General Liability Insurance:

(i) $5,000,000 general aggregate limit;

(ii) $5,000,000 per occurrence for bodily injury and property damage;

(iii) $5,000,000 per occurrence for personal and advertising injury liability;

(iv) $5,000,000 per occurrence for products/completed operations liability. The products/completed operations liability insurance shall be maintained in full force and effect for not less than three years following completion of Contractor’s services.

3. Vehicle Liability Insurance:

$2,000,000 combined single limit of liability for bodily injury and property damage per occurrence, covering the use of all owned, non-owned, and hired automobiles.

4. Tools and Equipment Insurance (Equipment Floater Insurance)

Contractor shall carry and maintain Tools and Equipment Insurance during performance of its services under the Contract, covering physical damage to or loss of all major tools and equipment, construction office trailers, and their contents, and vehicles for which Contractor is responsible.

5. Builders Risk Insurance:

Contractor shall carry and maintain Builder’s Risk Insurance covering loss or damage to materials and equipment furnished by Contractor that is incorporated into the completed facility.

Contractor shall be responsible for the payment of the applicable deductible (which will not exceed $5,000 per occurrence) for each loss to such materials or equipment which are in the care, custody and control of the Contractor.

C. Proof of Insurance. Before commencing work, the Contractor shall furnish written proof to Battelle that the required insurance has been obtained. The policies evidencing the required insurance shall contain an endorsement to the effect that any cancellation or material change affecting Government or Battelle’s interests shall not be effective for such period as the laws of the State in which this Contract is to be performed specify or until 30 days after the insurer or the Contractor gives written notice to Battelle, whichever period is longer.

D. Subcontractor’s Commercial General Liability Insurance and Vehicle Liability Insurance. The Contractor shall insert the substance of this clause, including this paragraph, in Subcontracts under this Contract that require work on either a Battelle or Government installation, and shall require Subcontractors to provide and maintain the kinds and minimum amounts of insurance required in the Schedule. The Contractor shall maintain a copy of all Subcontractors' proofs of required insurance, and shall make copies available to Battelle upon request.

E. Waiver of Subrogation. The Contractor hereby releases the Government and Battelle, including their directors and employees, and shall cause Contractor’s Insurers to waive their rights of subrogation against such released parties, for losses or claims for bodily injury, property damage or other insured claims arising out of Contractor’s performance under the Contract.

F. Claims. In the event that claims in excess of the insured amounts provided are filed by reason of any operations under the services provided by the Contractor, the amount of excess of such claims, or any portion thereof, may be withheld from payment due until such time as the Contractor shall furnish such additional security covering such claims as may be determined by Battelle.

Contract Administration (cl 384 – Feb 2015)

A. The Contractor’s progress and compliance with the technical requirements of this contract may be monitored for Battelle by a Technical Oversight Representative. The name of the Technical Oversight Representative, if one is designated, will be furnished the Contractor by the Battelle Contracts Representative.

B. The Battelle Technical Oversight Representative is authorized to receive information, conduct inspections of work in process and witness Contractor tests.

Page 4 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory

He/she has no authority to (1) change or waive any provision of this contract, including but not limited to statements of work, drawings, specifications and standards, whether attached or incorporated by reference; (2) provide interpretations of any provision or requirement of this contract; (3) direct, advise, or recommend any particular course of conduct on the part of the Contractor; or (4) create any legally binding commitment on behalf of Battelle.

The Contractor is solely responsible for strict compliance with all requirements of this contract. No notice, communication or representation in any form or from any person other than a Battelle Contracts Representative shall be effective to relieve the Contractor of such obligation or to stop Battelle from enforcing the contract exactly according to its written terms.

Labor Harmony

A. Battelle maintains a neutral position regarding Project Labor Agreements. This Contract Work does not mandate nor preclude participation in a Project Labor Agreement if said participation promotes the economy and efficiency in Federal procurement.

B. In accordance with applicable prior labor agreements, laws, regulations, codes and standards, the Contractor shall furnish labor that can work in harmony with all other elements of labor employed or to be employed on the work. Without limiting the generality of the foregoing, Labor Harmony shall include the provision of labor that will not cause, cause to be threatened or give rise to either directly or indirectly, any work disruption, slowdowns or stoppages by employees of other Contractors, while performing any work or activities incidental thereto.

C. Award of any construction Contract is contingent upon the Contractor having an acceptable Plan for harmonizing labor on the Battelle Work site.

D. The Contractor agrees to insert the substance of this clause, including paragraph (c), in every Subcontract issued in performance of this Contract.

Taxes (cl. 354b - Oct 2018)

A. Unless this contract specifies otherwise, the contract price shall not include any duties, taxes, or fees for which Battelle has furnished a valid exemption certificate or other evidence of exemption. The contract price may include applicable sales and use taxes being collected to remit directly to a state taxing authority, but only when separately stated on Contractor’s invoice. Contractor is responsible for remitting taxes collected from Battelle to the relevant tax authority.

B. Battelle is currently exempt from sales tax on most items delivered to, and most taxable services performed in CO, CT, DC, FL, IN, KY, ME, MD, MA, MI, MO, NJ, NY, OH, RI, TN, TX, UT, VT, WV and WI. , Battelle is currently exempt only for purchase of tangible personal property and not purchased services in NM and VA; and in UT, Battelle can issue an exemption certificate only if the total invoice exceeds USD $1,000. Contractor should note that sales tax on exempt purchase orders will not be paid.

C. If this contract contains items to be shipped to the state of Washington or taxable services to be performed in the state of Washington, the state of Washington Direct Pay Permit for sales and use tax prevails unless otherwise specified. If the Direct Pay Permit is used, Battelle will be responsible for remitting any Washington sales and use tax applicable to this purchase directly to the state taxing authority.

Payments – Construction

A. Payment of Price. Battelle shall pay the Contractor the Contract price as provided in this Contract. Unless otherwise provided in the Contract Schedule, the terms of payment shall be thirty (30) days after receipt of the Contractor’s properly submitted invoice.

B. Progress Payments. Battelle shall make progress payments monthly as the work proceeds based on estimates of work accomplished which meets the standards of quality established under the Contract, as approved by Battelle.

1. The Contractor shall furnish a breakdown of the total Contract price showing the amount included therein for each principal category of the work, consistent with the “Schedule of Values”, which shall substantiate the payment amount requested in order to provide a basis for determining progress payments, in such detail as requested by Battelle.

2. In the preparation of estimates Battelle may authorize material delivered on the site and preparatory work done to be taken into consideration. Material delivered to the Contractor at locations other than the site will not be approved for progress payments.

3. As part of the request for payment, the Contractor shall submit a report summarizing the month’s injuries, illnesses, property damage, fires, “near misses”, etc. The summary report should be formatted to include the following items:

(i) Average number of employees during the month,

(ii) Total Contractor hours worked on this Contract,

(iii) Number of sub-tier Contractors,

(iv) Number of sub-tier Contractor employees by sub-tier Contractor, and

(v) Total sub-tier Contractor hours (by sub-tier Contractor) worked on this Contract.

4. Submit an electronic invoice in an acceptable format to Battelle at: ap.invoices@pnnl.gov. The electronic invoice shall be integrated with the Contract scheduling requirements and tied to the Contract schedule of values. If electronic transmittal is not possible, submit the invoice and all supporting documentation via mail to:

Battelle, Pacific Northwest Division

ATTN: ACCOUNTS PAYABLE

PO Box 999, MSIN: J1-04 Richland, WA 99352

Page 5 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory

C. Contractor Certification. Along with each request for progress payments, the Contractor shall furnish the following certification, or payment shall not be made:

I hereby certify, to the best of my knowledge and belief, that:

1. The amounts requested are only for performance in accordance with the specifications, terms, and conditions of the Contract;

2. Payments to Subcontractors and suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification, in accordance with sub- Contract agreements; and

3. This request for progress payments does not include any amounts that the Contractor intends to withhold or retain from a Subcontractor or supplier in accordance with the terms and conditions of the sub-Contract.

D. Refund of unearned amounts. If the Contractor, after making a certified request for progress payments, discovers that a portion or all of such request constitutes a payment for performance by the Contractor that fails to conform to the specifications, terms, and conditions of this Contract (hereinafter referred to as the "unearned amount"), the Contractor shall:

1. Notify Battelle of such performance deficiency;

and

2. Be obligated to pay Battelle an amount (computed by Battelle in the manner provided in 31 U.S.C. 3903 (c) (1)) equal to interest on the unearned amount from the date of receipt of the unearned amount until:

(i) The date the Contractor notifies Battelle that the performance deficiency has been corrected; or

(ii) The date the Contractor reduces the amount of any subsequent certified request for progress payments by an amount equal to the unearned amount.

E. Retainage. In making progress payments, there shall be retained 10 percent of the estimated amount until final completion and acceptance of the Contract work. However, if Battelle finds that satisfactory progress was achieved during any period for which a progress payment is to be made, Battelle may authorize a reduction in retention. When the work is substantially complete, Battelle shall retain from previously withheld funds and future progress payments that amount it considers adequate for protection of Battelle and the Government and shall release to the Contractor all the remaining withheld funds. Also, on completion and acceptance of each separate building, public work, or other division of the Contract, for which the price is stated separately in the Contract, payment shall be made for the completed work without retention of a percentage.

F. Title, liability, and reservation of rights. All material and work covered by progress payments made shall, at the time of payment, become the sole property of Battelle, but this shall not be construed as:

1. Relieving the Contractor from the sole responsibility for all material and work upon which payments have been made or the restoration of any damaged work; or

2. Waiving the right of Battelle to require the fulfillment of all of the terms of the Contract.

G. Reimbursement for bond premiums. If performance or payment bonds are required under this Contract, Battelle shall pay to the Contractor that portion of the Contract price equal to the total premiums paid by the Contractor to obtain bonds.

This payment shall be paid at one time to the Contractor together with the first progress payment otherwise due after the Contractor has:

1. furnished the bonds;

2. furnished evidence of full payment to the surety;

and

3. submitted a request for such payment. Payments for bond premiums shall not be made as increments of individual progress payments. The retainage provisions in paragraph (e) of this clause shall not apply to that portion of a progress payment attributable to bond premiums.

H. Final payment. Upon completion and acceptance of all work, the amount due the Contractor under this Contract shall be paid upon the presentation of a properly executed invoice and after the Contractor shall have furnished Battelle with a release of all claims against Battelle and the Government arising by virtue of this Contract, other than claims in stated amounts that the Contractor has specifically excepted from the operation of the release.

I. Limitation because of undefinitized work.

Notwithstanding any provision of this Contract, progress payments shall not exceed 80 percent on work accomplished on undefinitized Contract actions.

A “Contract action” is any action resulting in a Contract, as defined in FAR Subpart 2.1.

Pricing of Adjustments - Construction

A. General. When costs are a factor in any determination of a Contract price adjustment pursuant to the “Changes” clause or any other provision of this Contract, such costs shall be in accordance with the Contract cost principles and procedures, in Subpart 31 of the FAR, as supplemented or modified by DEAR Part 931 in effect on the Effective Date of the Contract, except as otherwise provided in this Contract with respect to facilities capital cost of money (CAS 414).

B. Requests for Equitable Adjustment. Contractor shall submit any request for equitable adjustment pursuant the Changes clause within 10 working days after receipt of a notice of a change. The request for equitable adjustment shall include a detailed estimate with supporting calculations and pricing for the change together with any required adjustments in the schedule.

C. Net Cost of Change. For adjustments that either increase or decrease the amount of the Contract

Page 6 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory

Price, the application of markups for overhead and profit shall be on the net change in direct costs for the performance of the changed work.

D. Allowable Markups. Allowable markup percentages on changes will not exceed the following:

1. Changes < $100,000. Work performing Contractor’s actual overhead rate as established by audit within the last 12 months, not-to-exceed 15 percent on total direct costs, plus a negotiated allowance for profit, not-to-exceed 10 percent;

2. Changes > $100,000. Work performing Contractor’s actual overhead rate as established by audit within the last 12 months, not-to-exceed 10% on total direct costs, plus a negotiated allowance for profit using the DEAR weighted guideline method, not to exceed 5 percent;

3. Markups on Lower Tiers. No more than three mark-ups, one overhead, one profit/fee applied by the Work performing Contractor, and one commission or markup inclusive of overhead and profit by the General Contractor not-to-exceed 10 percent will be allowed regardless of the number of tiers of Subcontractors or the Subcontract instrument (i.e., purchase order, Contract, etc.).

E. Premium Adjustments. Costs of premium adjustments, consequent upon changes ordered, for Payment and Performance Bonds are allowable for the prime Contractor only.

F. Consumables. Consumables shall not be considered on a percentage of cost bases.

G. Small Tools. Consideration for Small tools is allowable at a rate not to exceed 3 percent of net labor cost regardless of Contractor assertions of actual cost or independent audit determinations.

H. Safety. Additional costs for safety must be supported as an actual cost necessary for performance of the changed work and will not be allowed as a percentage of net labor costs.

I. Equipment. Rates for rental of Contractor or Subcontractor owned equipment shall be fair and equitable. Actual cost data shall be used when such data can be determined for both ownership and operating costs for each piece of equipment or groups of similar equipment from the Contractor’s accounting records. When such costs cannot be so determined, the “Rental Rate Blue Book for Construction Equipment” published by Dataquest, Inc. will be utilized for Contractor equipment in operation or on standby, provided such rental rate is reviewed by Battelle to ensure factors included within the rental rate exclude unallowable or unacceptable costs in accordance with FAR 31.105.

Failure to Perform - Construction

A. Subject to the Excusable Delays clause, if the Contractor fails to perform this Contract under its terms, Battelle shall give the Contractor written notice stating the failure. Thereafter, regardless of any other provision of this Contract, the Contractor shall not be entitled to an equitable adjustment under either this Contract or any related Contract, to the extent the equitable adjustment arises from the Contractor’s failure to perform or from any reasonable remedial action taken by Battelle based upon the failure.

B. The failure of Battelle to insist, in one or more instances, upon the performance of any term of this Contract is not a waiver of Battelle’s right to future performance of such term, and the Contractor’s obligation for future performance of such term shall continue in effect.

C. The rights and remedies of Battelle in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Indemnity (cl. 351c – Aug 2009)

Contractor shall indemnify and save harmless Battelle from and against any and all liabilities and losses for injury (including death) to persons (including but not limited to Contractor’s employees) or damage to property to the extent caused by a negligent act or omission or willful misconduct of the Contractor, its agents, or employees that occur during the performance of this contract, including any and all expense, legal or otherwise, incurred in the investigation or defense of any claim.

This indemnification shall not include such injuries to any person or persons or damage to or destruction of any property to the extent caused by the negligence or omission of Battelle or its employees.

In no event shall either Contractor or Battelle be liable for any special, incidental, or consequential damages of any type or nature.

Public Release of Information

Information, data, photographs, sketches, and advertising relating to the work under this contract, which Contractor desires to release or publish, shall be submitted to Battelle for approval 60 days prior to the desired release date. As part of the approval request, Contractor shall identify the specific media to be used as well as other pertinent details of the proposed release. All releases, regardless of tier or supplier, must have Battelle’s prior approval. Contractor shall include all provisions of this clause, including this sentence, in all lower-tier subcontracts under this contract.

Prohibition on Participation in Foreign Government- Sponsored Talent Recruitment Programs of a Foreign Country of Risk (cl. 312 – December 2020)

Applies to research & development (R&D) or demonstration contracts, at any tier, performed on or at a DOE/NNSA site/facility, including DOE/NNSA/Battelle leased space.

A. Contractor Personnel participation in any Foreign

Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk is prohibited. Contractor shall utilize due diligence to ensure that Contractor Personnel performing work within the scope of this contract, working at any level, are not participants in a Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk.

B. Contractor shall immediately notify the Battelle

Contracts Representative if the Contractor has reason to believe that any Contractor Personnel are participants in a Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk, and shall provide the following information:

Page 7 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory

1. Country;

2. Description of the activity/Foreign Government-

Sponsored Talent Recruitment Program;

3. Funding or other value received or expected;

4. Duration;

5. Technical area;

6. Contractor action;

7. Status or disposition; and

8. Any other information requested by Battelle or the U.S. Government.

Battelle is required to share this information with the U.S. Government, and the reported activity is subject to a final determination by the U.S. Government.

C. Contractor shall take appropriate action to ensure that Contractor Personnel currently participating in a disclosed or otherwise identified Foreign Government- Sponsored Talent Recruitment Program of a Foreign Country of Risk either stop performing work within the scope of the contract or stop participation in such activity within a reasonable period of time, not to exceed 30 days.

D. Failure by the Contractor to reasonably ensure compliance with this contract clause, may result in Battelle exercising contractual remedies in accordance with federal regulations and the terms of the contract, up to and including termination of this contract.

E. Contractor is responsible for flowing down the requirements of this clause to R&D or demonstration subcontracts at any tier to the extent necessary to ensure Contractor’s compliance with the requirements, where the lower tier subcontractor’s work under this contract is performed on or at a DOE/NNSA site/facility, including DOE/NNSA/Battelle leased space.

F. Battelle reserves the right to direct Contractor to remove any Contractor Personnel participating in a Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk from performing any work under this contract on or at any facility of the Pacific Northwest National Laboratory (PNNL) or from any other DOE/NNSA site/facility (including DOE/NNSA/Battelle leased facilities). To the extent Battelle requires the Contractor Personnel participating in the Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk to be removed from performing any further work under this contract, Contractor shall do so unless the Contractor Personnel agrees to discontinue participation in the Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk. Contractor is not entitled to any claim for equitable adjustment against Battelle as a result of direction provided under this subparagraph.

G. The following definitions shall apply:

1. “Contractor Personnel” for purposes of this clause mean:

i. Any Contractor employee; and

ii. Subcontractor employee, joint appointee from another institution, and any other individual performing R&D work, whether compensated or uncompensated, within the scope of this contract either on-site at the

DOE/NNSA site/facility or in DOE/NNSA/contractor leased space.

2. “Foreign Country of Risk” refers to any foreign country determined to be of risk, following consideration of, but not limited to, the Office of the Director of National Intelligence World Wide Threat Assessment and The National Counterintelligence Strategy of the United States of America, by the Under Secretary for Science in consultation with the Under Secretary of Energy; the Under Secretary for Nuclear Security; and the Office of Intelligence and Counterintelligence.

3. “Foreign Government-Sponsored Talent

Recruitment Program” refers to an effort directly or indirectly organized, managed, or funded by a foreign government to recruit science and technology professionals or students (regardless of citizenship or national origin, and whether having a full-time or part-time position). The term is more fully defined in DOE O 486.1A, Attachment 2, which is hereby incorporated by reference.

Unclassified Foreign Visits and Assignments (cl. 3114 – Oct 2020)

This clause applies when foreign nationals will have access to DOE owned or leased sites, information, technologies, or equipment under this contract.

All foreign national contractor personnel must be approved in writing by Battelle before being granted access to any PNNL or DOE facilities, systems, technologies or information under this contract. Contractor shall provide the following information as applicable by individual:

A. Non-U.S. Citizen Pre-Visit Form B. Passport and visa documents (non-immigration documentation) or immigrant document (lawful permanent resident card)

Contractor shall provide a point-of-contact, through which, such information shall be provided.

Rights to Proposal Data

Except for the technical data contained on those pages of Contractor’s proposal, which are specifically identified in this contract with specific reference to this clause and asserted by Contractor as being proprietary data, it is agreed that, as a condition of the award of this contract and notwithstanding the provisions of any notice appearing on the proposal or elsewhere, Battelle and the Government shall have the right to use, duplicate, disclose and have others do so, for any purpose whatsoever, the technical data contained in the proposal upon which this contract is based.

Bankruptcy (cl. 318 - Nov 2008)

If the Contractor enters into any proceeding related to bankruptcy, it shall give written notice to the Battelle Contracts Representative via certified mail within five days of initiation of the proceeding. The notification shall include the date on which the proceeding was filed, the identity and location of the court, and a listing of the Battelle purchase orders, contracts, or agreements affected.

Page 8 of 17 Form A-110.22-Construction-FP (April 2024) Pacific Northwest National Laboratory

Laws, Regulations, DOE Directives, and Indemnification (cl. ci-3121 – Mar 2014)

Contractor shall comply with all applicable federal, state, and local laws and ordinances and all pertinent orders, DOE directives, rules, and regulations (including DOE regulations) and such compliance shall be a material requirement of this Contract. Contractor shall, without additional cost to Battelle, be responsible for obtaining any necessary licenses and permits.

To the extent authorized by law, Contractor shall indemnify and hold harmless the Government, Battelle, and each of their respective officers, directors, employees, agents, and successors in interest from and against all liability, claims, suits, damages, losses, costs, fines, civil penalties, remediation, or corrective actions, and any associated expense (including, without limitation, costs of:

(i) defense; (ii) settlement; (iii) reasonable attorney’s fees; and (iv) costs incurred in enforcing this indemnification) arising out of Contractor’s non-compliance with any such laws and regulations.

Regardless of the performer of the work, the Contractor is responsible for compliance with the requirements of this clause. The Contractor is responsible for flowing down the requirements of this clause to subcontracts at any tier to the extent necessary to ensure the contractor's compliance with the requirements.

Environment, Safety, and Health Requirements (10 CFR 851)

Contractor shall refer to the Contract Schedule for any other Environment, Safety, and Health requirements pertaining to 10 CFR 851, and shall comply with such requirements, when performing any work under this contract on property or facilities owned or controlled by Battelle that are identified as PNNL Work Sites or on property or facilities owned or controlled by the United States Department of Energy (DOE), other than PNNL.

Environment, Safety, and Health Requirements - Offsite (cl. 3113e – May 2012)

A. In performing work under this contract at its own facilities or any other location that is not a DOE-owned or leased facility, the Contractor shall comply with all applicable federal, state, and local environment, safety, and health laws and regulations.

The Contractor shall also perform work safely, in a manner that ensures adequate protection for employees, the public, and the environment, and shall be accountable for the safe performance of work. The Contractor shall exercise a degree of care commensurate with the work and the associated hazards. The Contractor shall ensure that management of environment, safety, and health functions and activities becomes an integral but visible part of the Contractor’s work planning and execution processes.

B. The Contractor is responsible for its subcontractors’ compliance with the environment, safety, and health requirements of this contract.

Notifications and Investigations

A. Emergency Notifications

1. For onsite emergencies (police, fire, rescue, hazmat) call 509-375-2400.

2. For offsite emergencies (police, fire, rescue, hazmat) call 911.

B. Event Notification

The Contractor shall notify the Battelle Construction Manager or Battelle Contracts Representative immediately of any OSHA-recordable injuries/illnesses, any "off-normal occurrences,” or Government property damaged that the Contractor determines to have occurred in the course of operations onsite and shall furnish such further information as the Battelle Construction Manager or Battelle Contracts Representative may require. An “off-normal occurrence” is any unplanned or unexpected event, or the discovery of a deficiency in a procedure, plan, or system that has real or potentially undesirable consequences to personnel, equipment, facilities, the environment, and/or programs.

C. Accident Investigation

1. The Contractor shall cooperate in the conduct of accident investigations which result in recordable injury/illness, property damage, fire, radiation event, and fatality.

2. When a Contractor employee is involved in a serious event or accident, the Contractor shall implement the following actions:

i. Secure the event scene from disturbance and unauthorized entry pending arrival of Battelle Representatives.

ii. Keep equipment or articles involved in the event from being operated, moved, or otherwise altered or repaired.

Sustainable Acquisition Requirements (cl. 381 – Oct 2015)

Battelle is committed to managing its operations in a sustainable manner which promotes the natural environment and protects the health and well-being of its employees and contractor service providers. In the performance of work under this contract, the Contractor shall provide products that comply with Federal law as follows (regardless of any notations on the respective websites):

Recycled Content as designated by the Environmental Protection Agency (EPA) -http://www.epa.gov/epawaste/conserve/tools/cpg/produc ts/index.htm

Biobased Products as designated by the United States Department of Agriculture (USDA) -http://www.biopreferred.gov/BioPreferred/faces/pages/Pr oductCategories.xhtml

Energy-Efficient Products such as Energy Star certified and FEMP-designated products -https://www.energystar.gov/products?s=mega and https://energy.gov/eere/femp/search-energy-efficient-product

Water-Efficient Products as designated by the EPA for their WaterSense® label program -http://www.epa.gov/watersense/products/index.html

Environmentally preferable and energy efficient electronics, including desktop computers, laptops and monitors, as specified at the Green Electronics Council’s Electronic Products Environmental Assessment Tool

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(EPEAT) registry- https://www.epeat.net/)

Non-Ozone Depleting Alternative Products as designated by the EPA - https://www.epa.gov/snap

Low-Emitting Volatile Organic Compounds (VOC) Materials as designated by the Federal Leadership in High Performance and Sustainable Buildings Guiding Principles (including adhesives, sealants, paints, carpet systems, and furnishings) for building modifications, maintenance, and cleaning - https://www.epa.gov/greeningepa/guiding-principles-sustainable-federal-buildings

QUALITY ASSURANCE

Quality Assurance

The Contractor shall assure that all work (e.g., submittals, products, manufacture, fabrication, installation of products and components, workmanship, inspection, and testing) performed by it or its Subcontractors and suppliers is in compliance with all contract documents (i.e., technical specifications, drawings, and Division 1). Work may include products and services (e.g., welding, nondestructive examination, soldering workmanship, manufacturer of radiation calibration standards, and equipment) that necessitate additional or special Quality Assurance / Quality Control, requirements, including the need for a documented Quality Assurance program. When such requirements are applicable to the Contractor’s work, they will be identified specifically in the contract documents. The Contractor shall require, in writing, Subcontractors of all tiers to comply with all applicable contractual requirements.

Suspect/Counterfeit Items

A. Battelle’s Suspect / Counterfeit Items (S/CI) program responds to the S/CI requirements in the following documents:

1. DOE Order 414.1C, ―Quality Assurance Attachment 3, addresses the requirement for the S/CI prevention process and the control of S/CIs;

2. DOE G 414.1-3, ―Suspect/Counterfeit Items Guide for Use with 10 CFR 830, Subpart A, Energy/Nuclear Safety Management/Quality Assurance Requirements and DOE O 414.1B, Quality Assurance;

3. DOE Order 231.1A Change 1, ―Environment, Safety, and Health Reporting, and DOE Order 221.1, ―Reporting Fraud, Waste, and Abuse to the Office of Inspector General addresses reporting requirements for discovery of S/CIs.

B. S/CIs may pose immediate and potential threats to the safety of Battelle, DOE and contractor workers, the public, and the environment. Failure of a safety or mission critical system due to an S/CI could also have security implications at DOE facilities. The most common S/CIs found at Battelle and DOE facilities have been threaded fasteners fraudulently marked as high-strength bolts, and refurbished electrical circuit breakers sold and distributed under false certifications. Falsified documentation has also misled purchasers into accepting S/CIs that do not conform to specified requirements. Forms of misrepresentation include the following:

1. Falsified product sources (counterfeits);

2. Falsified or modified quality records;

3. False marking as to class, type, or grade;

4. Mixing of unmarked with marked materials;

5. False labeling as to qualification or acceptance by testing/certifying organizations; and

6. Used products misrepresented as new products.

C. S/CI Awareness Training Manual developed by DOE- Office of Corporate Safety Analysis (HS-30) that can help to identify and disposition S/CI's discovered at Battelle and DOE facilities can be accessed at the following link http://energy.gov/sites/prod/files/2014/06/f16/SCI_T raining_Manual.pdf.

D. The Contractor shall assure that all products delivered on this contract do not contain S/CI parts. If S/CI parts are discovered, notify Battelle for further direction. All discrepant part(s)/product(s) will be replaced at the Contractor’s expense.

CONSTRUCTION

Site Access Control

A. Any person performing work in Battelle facilities is required to wear a security badge identifying him/her.

Only individuals possessing proof of valid United States Citizenship may be issued a security badge.

Individuals requiring a badge for access where the presentation of identification (ID) is required must either present a driver’s license or ID card from a REAL ID compliant state, or an alternate acceptable form of ID, before “unescorted” access will be given.

If work is performed on site, but not within a facility then a security badge is not required.

B. Contractor shall be responsible for controlling access to the Site and ensuring that all Contractor personnel including Subcontractor personnel, delivery drivers and vendors have received adequate and appropriate security and site orientation. Visible symbols such as hard hat stickers, badges, etc., shall be used to indicate the person has Contractor authorization to be on the Site.

C. Unless Battelle issued badges are identified elsewhere in the contract documents as a condition of site access, Contractor shall have general use…