Exhibit_A_General_Conditions_Rev_0.pdf

EXHIBIT A

[PO-0000448]

N3B GENERAL TERMS REV 1 (7/24/19)

GENERAL CONDITIONS FOR

SUBCONTRACTS UNDER

U. S. DEPARTMENT OF ENERGY PRIME

CONTRACT NO. 89303318CEM000007

LOS ALAMOS LEGACY CLEANUP CONTRACT

LOS ALAMOS, NM

Article Page No.

SECTION A ARTICLES APPLY REGARDLESS OF

SUBCONTRACT AMOUNT

A.1 DEFINITIONS

A.2 SUBCONTRACT ADMINISTRATION

A.3 SUBCONTRACT

A.4 SAFETY

A.5 LOWER TIER SUBCONTRACTORS

A.6 RESERVED

A.7 RESERVED

A.8 OTHER WORK

A.9 CHANGES

A.10 ALLOWABLE COST AND PAYMENT

A.11 PAYMENTS WITHHELD

A.12 PRICE OR FEE ADJUSTMENTS

A.13 COMPLETION OF THE WORK

A.14 RESERVED

A.15 RISK OF LOSS; DEDUCTIBLES; TITLE

A.16 CONTRACTOR'S RIGHT TO DO WORK

A.17 RESERVED

A.18 RESERVED

A.19 RESERVED

A.20 EMERGENCIES

A.21 LABOR AND SUPERVISION

A.22 MATERIALS AND WORKMANSHIP

A.23 LIENS

A.24 INTELLECTUAL PROPERTY PROTECTION

A.25 CONFIDENTIALITY OF INFORMATION

A.26 CLASSIFICATION/DECLASSIFICATION

A.27 APPLICABLE LAW

A.28 FACILITY SITE

A.29 PERMITS AND LICENSES

A.30 TAXES

A.31 GENERAL INDEMNITY

A.32 ASSIGNMENT

A.33 NO WAIVER OF BREACH

A.34 PUBLICITY

A.35 SEVERABILITY AND SURVIVAL

A.36 SUCCESSORS AND ASSIGNS

A.37 RESERVED

A.38 CONTRACTOR INFORMATION

A.39 CONTRACTOR FURNISHED MATERIALS

A.40 RESERVED

A.41 FORCE MAJEURE

A.42 DISPUTES

A.43 RESERVED

A.44 RESERVED

A.45 GOVERNING LAW AND VENUE

A.46 HEADINGS

A.47 RESERVED

A.48 RESERVED

A.49 RESERVED

A.50 INDEPENDENT CONTRACTOR

A.51 SUBCONTRACTOR'S DRAWINGS, SPECIFICATIONS,

AND CALCULATIONS

A.52 EMPLOYEE CONCERNS PROGRAM

A.53 ONSITE EQUIPMENT USE REQUIREMENTS

A.54 SUSPECT/COUNTERFEIT PARTS IDENTIFICATION

A.55 RESERVED

A.56 RESERVED

A.57 SOFTWARE MADE AVAILABLE FOR

SUBCONTRACTOR’S USE

A.58 COMPLIANCE WITH ORDERS, AGREEMENTS, AND

REGULATORY AUTHORITIES

A.59 COMPLIANCE WITH INTERNET PROTOCOLS IN

ACQUIRING INFORMATION TECHNOLOGY

A.60 RESERVED

A.61 NO THIRD PARTY BENEFICIARIES

A.63 RESERVED

A.64 PRICE-ANDERSON AMENDMENTS ACT

A.65 RESERVED

A.66 RESERVED

A.67 FIRST AID FACILITIES

A.68 RESERVED

A.69 SUPPLEMENTAL DEFINITIONS FOR FAR AND DEAR

CLAUSES INCORPORATED BY REFERENCE

A.70 TERMINATION (COST-REIMBURSEMENT) - (MAY 2004)

A.71 TERMINATIONS- FIXED PRICE- CONVENIENCE AND DEFAULT..9

SECTION A

SECTION A ARTICLES APPLY REGARDLESS

OF SUBCONTRACT AMOUNT

A.1 DEFINITIONS

The following definitions apply internally to these General Conditions and in the other Subcontract Documents, unless the context clearly requires otherwise:

1.1 “Applicable Law” shall have the meaning set forth in Article 27.1.

1.2 “Certificate of Completion” means the certificate issued by Contractor to Subcontractor after Subcontractor has completed all Work other than potential warranty obligations.

1.3 “Contractor” means Newport News Nuclear BWXT – Los Alamos, LLC (N3B).

1.4 “Damages” shall have the meaning set forth in Article 27.2.

1.5 “Day(s)” or “day(s)” means calendar day(s) unless otherwise specified.

1.6 “Facility” means the facility located or to be located by

Owner on the Facility Site.

1.7 ” Facility Site” means all those parcels of land, on which the

Project is or is to be located and for purposes of this Subcontract only those parcels of land which are occupied or used by Subcontractor in the performance of the Work.

1.8 “Force Majeure Event” shall have the meaning set forth in Article 41.1.

1.9 “General Conditions” means the terms and conditions set forth in this document.

1.10 “Hazardous Material” means any hazardous material or waste, toxic substance, pollution or contamination.

1.11 “Indemnified Parties” shall have the meaning set forth in Article 27.2.

1.12 “Lower Tier Subcontractor” means each lower tier vendor, supplier, materialman, consultant, contractor, subcontractor or other person or entity performing a portion of the Work for Subcontractor hereunder and/or providing equipment or services directly or indirectly in connection with the Work or Subcontract.

1.13 “MSDS” shall have the meaning set forth in Article 37.5.

1.14 “Owner” means U. S. Department of Energy (DOE)

1.15 “Party” or “Parties” means Subcontractor and/or Contractor.

1.16 “Prime Contract” means the contract between contractor and

DOE or other Government Agency.

1.17 “Project” means Owner’s project as described in the

Subcontract.

1.18 “Project Schedule” means Contractor’s overall schedule for its work on the Project under the Prime Contract.

1.19 “Special Conditions” means the conditions, if any, identified as such in the Subcontract.

1.20 “Subcontract” means the document issued by Contractor to

Subcontractor in connection with the Project, all Subcontract Documents set forth therein, and all written amendments, change orders, modifications and supplements thereto, if any.

1.21 “Subcontract Documents” means the documents identified as subcontract documents in the Subcontract.

1.22 “Subcontractor” means the individual or entity identified as such in the Subcontract.

1.23 “Work” shall mean all of the labor, services, equipment, materials, supplies, documentation and other items which are to be provided by Subcontractor under the Subcontract.

A.2 SUBCONTRACT ADMINISTRATION

2.1 Contractor may establish and implement a program to

monitor the performance and quality of the Work.

Subcontractor shall provide Contractor’s inspectors and supervisory personnel access to all Work wherever it is in preparation or progress. Notwithstanding any monitoring program implemented by Contractor with respect to the Work, Contractor shall have no obligation to supervise or inspect Subcontractor’s Work, and any inspection by Contractor with respect to the Work shall not relieve Subcontractor of its obligations under this Subcontract.

2.2 Subcontractor shall be responsible for the performance of the Work and neither Owner nor Contractor shall be responsible for Subcontractor’s safety precautions and programs incident thereto, failure to comply with Applicable Law, or failure to furnish or perform the Work as required under the Subcontract.

2.3 Neither Owner nor Contractor shall be responsible for the acts or omissions of Subcontractor or any Lower Tier Subcontractor(s).

2.4 During the performance of the Work, Contractor may

disapprove or reject Work where such Work does not conform to the requirements of the Subcontract. Refer to Article 22 regarding re-performance and corrections.

2.5 Contractor may schedule and conduct job meetings to be

attended by persons designated by Contractor, including Subcontractor and its Lower Tier Subcontractor(s) for the Project, to discuss matters related to the Work and Project, including but not limited to procedures, progress, problems, scheduling, safety and coordination.

2.6 Contractor and/or the Owner may implement from time to

time safety, health and drug free programs (and amendments thereto) of general applicability to the Facility Site. Contractor’s personnel, Subcontractor’s personnel, and all Lower Tier Subcontractor personnel shall all fully comply with any such programs. Contractor will keep copies of any such programs at the Facility Site and they will be available during normal business hours for Subcontractor to inspect and/or copy.

2.7 Contractor may establish procedures for processing shop

drawings, samples and other submittals by Subcontractor.

2.8 Contractor shall review and process all requests for change orders by Subcontractor as set forth in Article 9.

2.9 Subcontractor’s Work is complete when, consistent with the terms of A.13, it has performed the activities it has expressly agreed in this Subcontract or in a Subcontract Order to perform.

A.3 SUBCONTRACT

3.1 The Subcontract Documents are intended to be read as a

whole, and any Work required by one part and not mentioned in another shall be executed to the same extent as though required by all. Should a question or doubt arise as to the meaning of any part of the Subcontract, Subcontractor shall immediately notify Contractor in writing before the part of the Work affected is performed.

Contractor’s determination of the meaning of such part shall be final, subject to dispute resolution under Article A.42.

3.2 In the various parts of the Subcontract where reference is made to applicable codes and standards, the Work shall, except as otherwise specified, conform to the latest issue of the referenced code or standard available at the time the Work is performed; provided, however, if a code or standard changes after the date of this Subcontract, Subcontractor may request an equitable adjustment in price, schedule, or both, in accordance with Section 9.1. Upon any point of conflict between codes and standards applicable to the

Work, Contractor shall be notified, but the code or standard imposing the more or most stringent requirement as the case may be shall govern, unless otherwise stipulated by Contractor in writing.

3.3 Where specific governing standards are not specified in

connection with the Work, the applicable industry codes and standards shall govern.

A.4 SAFETY

4.1 Subcontractor acknowledges that safety is of prime

importance to Contractor and Owner, and Subcontractor shall cooperate with Contractor and Owner in efforts to prevent injuries to personnel and to comply with all applicable safety rules and regulations.

A.5 LOWER TIER SUBCONTRACTORS

5.1 Subcontractor shall notify Contractor in writing of the names of Lower Tier Subcontractors proposed for any of the Work as of the effective date of this Subcontract. Subcontractor shall not subcontract the Work as a whole. Subcontractor shall not subcontract any part of the Work without the prior written authorization of Contractor, as follows:

Written consent to further subcontract to a lower tier subcontractor is required for any subcontract that -

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type and exceeds $10,000; or

(2) Is fixed-price and exceeds 5% of the total value of the subcontract or $250,000, whichever is greater; or

(3) Is being awarded without competition and exceeds $10,000.

Subcontractor shall bind all approved Lower Tier Subcontractors to the provisions of the Subcontract applicable to the subcontracted Work. Approved Lower tier Subcontractors:

5.2 Neither the Subcontract nor any subcontract with a Lower

Tier Subcontractor shall create any contractual relationship between any Lower Tier Subcontractor and either Owner or Contractor, nor any payment or other obligation on the part of either Owner or Contractor to any Lower Tier Subcontractor.

5.3 Notwithstanding the existence of any subcontract with a

Lower Tier Subcontractor, Subcontractor shall be fully responsible to Contractor for the performance of the Work as if no such subcontract exists.

A.6 RESERVED

A.7 RESERVED

A.8 OTHER WORK

8.1 Subcontractor shall be required in the performance of its Work to coordinate its activities at the Facility Site with those of Contractor’s or Owner’s other contractors. Subcontractor agrees that the Owner or Contractor shall have the right to perform or have performed in or about the Facility Site during the time when Subcontractor is performing its Work such other work as Owner or Contractor may desire and that Subcontractor shall make every reasonable effort to enable both its Work and such other work to be completed without hindrance or interference. In the event Subcontractor’s performance of its Work is delayed or interfered with by the work of Contractor, Owner or their respective other contractors, or the manner in which Contractor coordinates, prioritizes or otherwise requires or permits the Work and such other work to be performed, Subcontractor’s sole and exclusive remedy shall be an extension of time for the performance of the Work. Any claim by Subcontractor for an extension of time arising out of any alleged delay or interference shall be made to Contractor in accordance with Article A.9.

A.9 CHANGES

9.1 The Contractor may at any time, by written order, and

without notice to the sureties, if any, make changes within the general scope of this subcontract in any one or more of the following:

(a) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Contractor or the Government in accordance with the drawings, designs, or specifications.

(b) Method of shipment or packing.

(c) Place of delivery.

9.2 If any change by written order of the Contractor causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this subcontract, whether or not changed by the order, or otherwise affects any other terms and conditions of this subcontract, the Contractor shall make an equitable adjustment in the—

(a) Estimated cost (price in the case of Fixed Price, Time and Materials, or Labor Hour subcontracts), delivery or completion schedule, or both;

(b) For cost-plus award fee subcontracts, amount of fee as defined in the PEMP; and

(c) Other affected terms and shall modify the subcontract accordingly.

9.2.1 The type and amount of any fee for new work added

by modification to the Subcontract will be subject to negotiation between the Parties.

9.3 The Subcontractor must assert its right to an adjustment

under this clause within 30 days from the date of receipt of the written order. However, if the Contractor decides that the facts justify it, the Contractor may receive and act upon a proposal submitted before final payment of the subcontract.

9.4 Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Subcontractor from proceeding with the subcontract as changed up to the authorized funding.

9.5 Notwithstanding the terms and conditions of paragraphs 9.1 and 9.2 of this article, the price or estimated cost of this subcontract and, if this subcontract is incrementally funded, the funds allotted for the performance of this subcontract, shall not be increased or considered to be increased except by specific written modification of the subcontract indicating the new subcontract price or estimated cost and, if this subcontract is incrementally funded, the new amount allotted to the subcontract. Until this modification is made, the Subcontractor shall not be obligated to continue performance or incur costs beyond the point established in the Limitation of Cost or Limitation of Funds clause of this subcontract.

A.10 ALLOWABLE COST AND PAYMENT

10.1. Invoicing will be accomplished in accordance with N3B

Subcontract Form 9100, Article 6, or the Purchase Order, as applicable.

A.11 PAYMENTS WITHHELD

11.1 Contractor may withhold the whole or any part of any

payment to Subcontractor to such extent as may be necessary to protect Contractor from loss as a result of:

(a) incomplete, defective or damaged Work not remedied;

(b) Reserved;

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(c) claims filed or reasonable evidence indicating probable filing of claims, including lien claims, involving or arising out of Subcontractor’s Work;

(d) damage to Contractor’s, Owner’s or their respective other contractors’ work;

(e) failure of the Subcontractor to make payments when due to Lower Tier Subcontractors;

(f) reasonable insecurity regarding Subcontractor’s intention or ability to continue with the proper and timely performance of the Work;

(g) failure of the Subcontractor to perform or comply with any of its material obligations under the Subcontract Documents; or

(h) expenses arising from frivolous claims against Contractor.

11.2 Funds withheld in accordance with this Subcontract are not for the benefit of the bonding company or any other third party.

A.12 PRICE OR FEE ADJUSTMENTS

12.1 In accordance with FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (May 2014), the fixed price and total cost and fee (if under a cost-type contract) may be reduced if there was a violation of 41 U.S.C. 2102 or 2103, as implemented in section 3.104 of the Federal Acquisition Regulation. Contractor reserves the right to reduce the Subcontractor’s price, cost, or fee should Contractor’s fee be reduced on account of Subcontractor’s violations of these statutes and regulation.

12.2 If: (i) Contractor’s contract cost or fee is reduced; (ii) Contractor’s costs are determined to be unallowable; (iii) any fines, penalties, or interest are assessed on Contractor; or

(iv) Contractor incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by Subcontractor, its officers, employees, agents, suppliers, or subcontractors at any tier, Prime may proceed as provided for below.

(a) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Subcontract, if Subcontractor or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon Contractor’s request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on Contractor’s Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) Contractor’s Subcontract price or fee is reduced; (B) Contractor’s costs are determined to be unallowable; (C) any fines, penalties, or interest are assessed on Contractor; or

(D) Prime incurs any other costs or damages;

Contractor may proceed as provided below;

(b) Upon the occurrence of any of the circumstances, other than withholdings, identified in the above paragraphs, Contractor may make a reduction of corresponding amounts (in whole or in part) in the costs and fee of this Subcontract or any other contract with Subcontractor, and/or may demand payment (in whole or in part) of the corresponding amounts.

Subcontractor shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Subcontract. In the case of withholding(s), Contractor may withhold the same amount from Subcontractor under this Subcontract.

A.13 COMPLETION OF THE WORK

13.1 When Subcontractor deems the Work finally completed, Subcontractor shall give written notice thereof to Contractor.

Within fifteen (15) days after receipt of such notice, Contractor will determine if the Work has been completed as required and advise Subcontractor in writing either (i) that the Work has been finally completed or (ii) that the Work has not been finally completed, stating reasons therefor. In the event the Contractor advises Subcontractor that the Work is not finally complete, Subcontractor will promptly complete the Work and give written notice to Contractor when it has done so. The procedure stated herein shall be repeated until the Work has been satisfactorily and finally completed and the Certificate of Completion has been submitted by Subcontractor and accepted in writing by Contractor. The Work will be deemed finally complete as of the date of Contractor’s notice to Subcontractor to that effect. The procedure set forth in this Article A.13 shall in no way limit Contractor's rights or Subcontractor’s obligations under Article A.22. No delivery of any product shall be considered made or complete until such product is completely and finally delivered to Contractor’s physical possession and control in its entirety, including but not limited to replacement of any defective parts.

13.2 At any time prior to final completion of all the Work, Contractor may temporarily take possession of and use any part of the Work. Contractor may return any such Work to Subcontractor for completion; provided that Subcontractor shall not be responsible for any damage to the Work caused while the Work or any part thereof was in temporary possession of or use of the Contractor.

13.3 The Contractor may at any time request in writing that

Subcontractor permit Contractor to accept any such part of the Work and Subcontractor shall make that part of the Work available for Contractor’s inspection as soon as reasonably possible, and in no event later than five (5) days following the request. If Contractor agrees following the inspection that the part of the Work in question can be accepted by Contractor, Contractor shall issue a Certificate of Completion for such portion of the Work.

A.14 RESERVED

A.15 RISK OF LOSS; DEDUCTIBLES; TITLE

15.1 Title of the Work, or portions thereof, shall pass to

Contractor upon the occurrence of the earliest of the following events, as applicable: a) when such Work or portion is delivered to the Contractor or Facility Site pursuant to the Subcontract; b) when Subcontractor has been paid any sum to which it may become entitled in respect to such Work or portion; c) when such Work or portion is identifiable to the Subcontract; or d) when the Certificate of Completion is issued by Contractor. All equipment, materials, supplies and other items to which Contractor has title shall not be removed from the Facility Site without Contractor's prior written consent. Use of storage facilities furnished to Subcontractor at the Facility Site shall not relieve Subcontractor of such risk of loss unless otherwise agreed in writing.

A.16 CONTRACTOR'S RIGHT TO DO WORK

16.1 If the Subcontractor should neglect to prosecute the Work properly or timely or fail to perform any of its other obligations under the Subcontract, Contractor, after ten (10) Days written notice to the Subcontractor, and Subcontractor’s failure to initiate a cure, may proceed to make good such deficiencies and deduct all costs, expenses and Damages thereby suffered, in whole or in part, from any payment then or thereafter due to the Subcontractor.

A.17 RESERVED

A.18 RESERVED

A.19 RESERVED

A.20 EMERGENCIES

20.1 In the event of an emergency at the Facility Site threatening loss or injury to life or property which Subcontractor may be able to prevent or mitigate, if such can be done consistent with Exhibit F, ES&H, Subcontractor, without awaiting special instruction or authorization from Contractor, shall act as necessary to attempt to prevent or mitigate such threatened loss or injury.

A.21 LABOR AND SUPERVISION

21.1 Subcontractor shall engage in the performance of the Work a sufficient number of skilled workers to perform the Work promptly, diligently, and in accordance with the requirements of the Subcontract.

21.2 Subcontractor shall engage in the performance of the Work a sufficient number of competent supervisory personnel as are necessary to perform the Work in accordance with the requirements of the Subcontract. Subcontractor shall further have a competent superintendent continuously on the Facility Site during work hours and readily available upon call. The superintendent shall be fully acquainted with the Work and shall have the authority to administer the Subcontract on Subcontractor’s behalf and shall not be changed except with the consent of Contractor, which shall not be unreasonably withheld.

21.3 If Contractor notifies Subcontractor in writing that any employee or agent of Subcontractor or one of its Lower Tier Subcontractors is incompetent, disorderly, or otherwise unsatisfactory, such person shall immediately be removed, from the Work and shall not thereafter be employed in the performance of the Work.

A.22 MATERIALS AND WORKMANSHIP

22.1 All of the equipment, material, supplies and other items to be furnished by Subcontractor and incorporated into the Facility or Project shall be suitable for use in the Work and in conformity with the Subcontract Documents.

22.2 Subcontractor shall at all times and in a manner reasonably satisfactory to Contractor, cover and protect from damage, loss, theft or destruction all equipment, materials, supplies and other items which are to be used in the performance of, or incorporated into, the Work at the Facility Site.

A.23 LIENS

23.1 Subcontractor shall promptly pay for all labor, services, equipment, materials, supplies, documentation or other items used or employed by it or on its behalf in the performance of the Work and shall keep and maintain all equipment, materials, supplies, and other items and the

Facility, Facility Site and Project free from all mechanic's liens and other liens. If any lien or claim of lien is filed upon or against the Facility, Facility Site and/or Project by a Lower Tier Subcontractor, Subcontractor shall promptly furnish to Contractor (or appropriate governmental authority) a bond or other collateral necessary to discharge such lien or claim of lien and shall indemnify, defend and hold harmless the Indemnified Parties against and from any and all Damages arising from or in connection with any such lien, claim of lien and/or claim for payment, as applicable, and subject to Applicable Law.

A.24 INTELLECTUAL PROPERTY PROTECTION

24.1 Consistent with Contractor’s obligation to Owner in the

Prime Contract under FAR 52.227-3 and/or Far 52.227-4, as applicable, Subcontractor shall indemnify the Indemnified Parties from and against any and all Damages which the Indemnified Parties may suffer or pay by reason of any claims or suits arising out of claims of infringement of any patent rights.

A.25 CONFIDENTIALITY OF INFORMATION

25.1 To the extent that the work under this Subcontract requires that the Subcontractor and Contractor (“Parties”) be given access to confidential or proprietary business, technical or financial information belonging to the Government, Contractor, Subcontractor, or other companies, the Parties shall, after receipt thereof, treat such information as confidential and agree not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized in writing by the owner of the information. The foregoing obligations, however, shall not apply to:

(a) Information which, at the time of receipt, is in public domain;

(b) Information which is published after receipt thereof or otherwise becomes part of the public domain through no fault of the Subcontractor;

(c) Information which the receiving Party can demonstrate was in its possession at the time of receipt thereof and was not acquired directly or indirectly from the government or other companies;

(d) Information which the receiving Party can demonstrate was received by it from a third party who did not require the receiving Party to hold it in confidence.

25.2 If so requested, each Party shall obtain the written

agreement, in a form satisfactory to the other, of each employee permitted access, whereby the employee agrees that he will not discuss, divulge or disclose any such information or data to any person or entity except those persons within the organization directly concerned with the performance of the Subcontract.

25.3 Each Party agrees that upon request by DOE or the other

Party, it will execute a DOE-approved agreement, with any party whose facilities or proprietary data it is given access to or is furnished, restricting the use and disclosure of the data or the information obtained from the facilities. Upon request by DOE or the other Party such an agreement shall also be signed by the receiving Party’s personnel.

25.4 This Article shall flow down to all lower tier subcontracts

A.26 CLASSIFICATION/DECLASSIFICATION

26.1 Subcontractor shall comply with DEAR 952.204-70.

A.27 APPLICABLE LAW

27.1 Subcontractor, all Lower Tier Subcontractors, and all Work provided hereunder shall comply with all laws, treaties, ordinances, judgments, decrees, injunctions, writs and orders of any court or governmental agency or authority, and rules, regulations, codes, orders, interpretations of any federal, state, county, municipal, regional, environmental or other governmental body, instrumentality, agency, authority, court or other body having jurisdiction over the Project or any activity conducted at or in connection with the Project (“Applicable Law”).

27.2 Subcontractor shall indemnify Owner, Contractor, and their respective directors, officers, employees, parents and subsidiaries of any tier, representatives, agents, successors and assigns, and any and all representatives, agents, directors, officers, employees of any of the foregoing, (the “Indemnified Parties”), against and from any and all losses, costs, damages, injuries, liabilities, claims, demands, penalties, interest and causes of action, including without limitation administrative and legal costs, reasonable attorney’s fees (collectively, “Damages”), to the extent arising from or based on any actual violation of Applicable Law by Subcontractor or any of its Lower Tier Subcontractors or vendors, subject to Applicable Law.

27.3 Subcontractor shall not under any circumstance apply to or enter into negotiations with any governmental authority or agency for acceptance of variations from or revisions to safety or health, or air, water or noise pollution, laws or regulations relating to the Subcontract or the performance thereof, without Contractor’s prior written approval.

A.28 FACILITY SITE

28.1 Prior to moving any equipment or personnel to the Facility Site, Subcontractor shall review and become familiar with Facility Site programs and procedures and Subcontractor and its Lower Tier Subcontractors shall fully and strictly comply with same.

28.2 Any temporary construction buildings and sanitary facilities provided by Subcontractor shall conform to Facility Site and permit requirements.

28.3 Subcontractor shall perform site clean-up regularly

(including on a daily basis if necessary or directed by Contractor) in order to keep that area of the Facility Site on which it performs any Work hereunder clean and free from accumulation of petroleum, waste materials (including, without limitation, any waste Hazardous Materials that were brought to or disturbed or released upon or near the Facility Site by Subcontractor or its Lower Tier Subcontractors or were created or disturbed or released as a result of, or in connection with, the performance by Subcontractor or any of its Lower Tier Subcontractors of the Work), rubbish and other debris resulting from the performance of the Work.

28.4 Subcontractor shall not permit visitors, cameras, or picture or video taking on the Facility Site or Work without the prior, written approval of Contractor.

A.29 PERMITS AND LICENSES

29.1 Unless obtained by Owner or Contractor, Subcontractor

shall obtain and pay for any permits, licenses, or royalties which may be required for the performance of the Work and shall furnish evidence thereof to Contractor. Furthermore, whenever reports to municipal authorities are required from Owner or Contractor under penalty to report, or to report within a specific time, Subcontractor shall be held liable for any costs or penalties to which Owner or Contractor may be subjected as a result of Subcontractor's failure to give proper evidence of a license or permit within any time limit specified.

A.30 TAXES

30.1 Subcontractor agrees to pay all taxes, fees and

contributions on or measured by the income, gross receipts or assets of Subcontractor and all taxes, fees and contributions on or measured by employees or other labor costs of Subcontractor, including without limitation all payroll or employment compensation tax, social security tax or similar taxes for Subcontractor’s employees. Subcontractor further agrees to pay all sales and use taxes, and all import, export and other customs duties, charges, levies and fees imposed or incurred in connection with the shipping and delivery of any equipment, materials, supplies or other items required for the Work to the Facility Site. In the event that Contractor should pay or be required to pay any of the foregoing items or any portion thereof, Subcontractor shall reimburse Contractor therefore in full within five (5) days of receipt of written demand from Contractor for any such reimbursement. The New Mexico gross receipts tax exemption certificates provided by N3B are applicable to Subcontractor and its respective joint venturers and do not apply to Lower Tier Subcontractors. As such, any New Mexico gross receipts tax paid by Lower Tier Subcontractors shall be a deemed a reimbursable cost from the Contractor to the Subcontractor.

A.31 GENERAL INDEMNITY

31.1 Subcontractor shall indemnity, hold harmless and defend

(“Indemnify” and “Indemnification”) Contractor and its directors officers, employees, agents, and affiliates (collectively, “Indemnified Parties”) from and against all claims demands, actions, suits, damages, liabilities, losses settlements, judgments, costs and expenses, (including fines and penalties levied against Contractor) (collectively, “Claims” and each a “Claim”), whether or not involving a third party claim, to the extent directly arising out of or directly related to (1) any breach of any representation or any other breach of this Subcontract, and (2) Subcontractor’s willful malicious or negligent acts or omissions or any breach of any other provisions or obligations or duty of Subcontractor under this Subcontract or under applicable law.

31.2 In no event shall Owner, Contractor, Subcontractor or any of their respective parents, affiliates, subsidiaries, representatives or any directors, officers, or employees of any of the foregoing be liable to each other, whether based on delay, contract, tort, negligence, warranty, indemnity, strict liability, error or omission or otherwise, for any consequential, special, incidental, indirect, exemplary, multiple or punitive damages or damages arising from or in connection with loss of use or loss of revenue or profit, actual or anticipated or otherwise, and each of the foregoing hereby releases each other and each of their respective parents, affiliates, subsidiaries, representatives or any directors, officers and employees from any such liability.

A.32 ASSIGNMENT

32.1 Subcontractor agrees that it shall have no right, power or authority to assign or delegate any of its rights or obligations under the Subcontract, either voluntarily or involuntarily, or by operation of law, without prior written consent of Contractor and that any such unauthorized assignment or delegation shall be null and void and of no effect.

A.33 NO WAIVER OF BREACH

33.1 Any failure by Contractor at any time, or from time to time, to enforce or require the strict compliance with and performance by Subcontractor of any of the terms or conditions of the Subcontract shall not constitute a waiver by Contractor or a breach of any such terms or conditions or any other breaches, or the right of the Contractor to avail itself of the remedies it may have for any such breach.

A.34 PUBLICITY

34.1 Subcontractor shall not disclose the specific nature of its work on the Project or engage in any other publicity or public media disclosures with respect to the Project without the prior written consent of the Contractor.

34.2 Subcontractor will cooperate with the Contractor in releasing unclassified information to the public as required by the Contractor and/or the Government.

A.35 SEVERABILITY AND SURVIVAL

35.1 The provisions of the Subcontract are severable, and, if any provision shall be determined to be illegal or unenforceable, such determination shall in no manner affect any other provision of the Subcontract, and the remainder of the Subcontract shall remain in full force and effect. In the event that any provision of the Subcontract is held to be unenforceable or invalid by any court of competent jurisdiction, Contractor and Subcontractor shall in good faith negotiate an equitable adjustment in the provisions of the Subcontract to preserve its purpose and maintain the allocation of risk, liabilities and obligations originally agreed upon, to the maximum extent then possible under Applicable Law.

35.2 Notwithstanding anything to the contrary in the Subcontract, the provisions of the Subcontract setting forth (i) Subcontractor’s obligations with respect to confidentiality, indemnification, (ii) limitations on Subcontractor’s liability;

and (iii) any obligation which expressly or by implication survives termination of the Subcontract, shall survive completion of the Work or the earlier termination under A.

70, Termination.

A.36 SUCCESSORS AND ASSIGNS

36.1 The Subcontract shall be binding upon and inure to the

benefit of the Parties’ respective heirs, successors, executors, administrators and authorized assigns.

A.37 RESERVED

A.38 CONTRACTOR INFORMATION

38.1 No information, including but not limited to, estimated

quantities, bills of materials, lists, weights or quantities of materials or structures which have been or may be furnished to Subcontractor under the Subcontract are warranted or guaranteed as to accuracy, completeness or otherwise.

They may or may not be accurate in any or all particulars, and they shall not be considered as finally correct, sufficiently complete or accurately covering any portion or all of the Work to be done under the Subcontract.

38.2 If the Subcontract is modified to include any work priced at unit prices, although the actual amount of Work completed under unit price items, if any, may differ from estimated quantities, the basis of payment for such Work shall be the actual amount of Work completed in each case, unless otherwise agreed in writing. Subcontractor agrees that it will make no claim for loss of anticipated profits or for any other damages because no work is ordered under certain items or because of the quantities of Work actually completed are less than any estimates of quantity that have been or may be furnished to Subcontractor.

A.39 CONTRACTOR FURNISHED MATERIALS

39.1 The delivery and acceptance of all accountable property

shall be recorded in writing, and Subcontractor shall evidence receipt and acceptance of such items by signing forms satisfactory to Contractor.

39.2 Subcontractor shall carefully note any visible shortage or damage to Contractor furnished accountable property prior to Subcontractor's acceptance of delivery thereof.

Subcontractor shall promptly notify Contractor if any items supplied to Subcontractor are surplus.

A.40 RESERVED

A.41 FORCE MAJEURE

41.1 Any delay in or failure of performance by either Party

hereunder shall be excused if and to the extent caused by a “Force Majeure Event”. Force Majeure Events are defined as fire, explosion, act of God, act of the public enemy, and change in law, provided that such event is beyond the control of and without fault on the part of the Subcontractor and the effects of which could not be prevented or avoided by the exercise of due care or foresight.

41.2 In the event Subcontractor, by reason of a Force Majeure Event, is rendered unable to perform any of its obligations or comply with any conditions under the Subcontract, Subcontractor shall give written notice to Contractor no later than seven (7) days after the occurrence of such Force Majeure Event, with a description of the particulars of the Force Majeure Event, including the estimated duration of said Force Majeure Event or the effect thereof and the probable impact on Subcontractor’s performance under the Subcontract. The effects of said Force Majeure Event shall, so far as possible, be remedied by Subcontractor with all reasonable dispatch, and Subcontractor shall use its best efforts to eliminate and mitigate the consequences thereof.

The time for Subcontractor’s performance may be extended for a period equal to the time such performance is delayed by said Force Majeure Event, but such relief shall be conditioned upon Subcontractor’s initial and continued satisfaction of the notice, reporting, remedy and mitigation, and other requirements of this Article 41.2 in relation to said Force Majeure Event. Upon request of the Subcontractor, the Contractor shall ascertain the facts and extent of the delay or failure to perform. If any delay or failure to perform results from a force majeure event, the schedule shall be revised.

A.42 DISPUTES

42.1 The Parties shall attempt to resolve any claim or controversy arising from or related to this Subcontract through consultation and negotiations in good faith and a spirit of mutual cooperation. If those attempts fail, then the Parties agree to consider methods of Alternative Dispute Resolution, including, without limitation, arbitration.

42.2 If the Parties cannot resolve a dispute through means set out herein, either Party may initiate litigation in a court of competent jurisdiction located in the State of New Mexico.

A.43 RESERVED

A.44 RESERVED

A.45 GOVERNING LAW AND VENUE

45.1 In accordance with Article 7 of the Subcontract Agreement, the Subcontract, shall be governed by and construed in accordance with the laws of the State of New Mexico excluding any provisions or principals thereof which would require the application of the laws of a different jurisdiction.

A.46 HEADINGS

46.1 The headings herein have been inserted for convenience of reference only and shall not in any manner affect the construction, meaning or effect of anything herein contained nor govern the rights and liabilities of the Parties.

A.47 RESERVED

A.48 RESERVED

A.49 RESERVED

A.50 INDEPENDENT CONTRACTOR

50.1 Subcontractor is an independent contractor, and neither an employee, agent, nor representative of the Contractor or the Owner, and shall maintain complete control of, and responsibility for, its Lower Tier Subcontractors, employees, agents, means, methods, and operations.

A.51 SUBCONTRACTOR'S DRAWINGS, SPECIFICATIONS,

AND CALCULATIONS

51.1 Drawings, specifications, and calculations submitted by

Subcontractor to the Contractor with a request for review, may be reviewed and commented upon by the Contractor.

Such review and comment shall relate only to general conformance with the specifications and for confirmation of physical interface of items shown with related systems. In no event will such review and comment relieve Subcontractor of the responsibility of compliance with all requirements of the Subcontract.

51.2 Subcontractor shall furnish all submittals and other

documentation when and as required by the Subcontract.

All materials specifically prepared or developed by Subcontractor or any of its Lower Tier Subcontractors to perform Subcontractor’s obligations under the Subcontract shall become the property of Contractor upon payment for or termination of Subcontractor’s Work, whether delivered to Contractor or not, and shall be delivered to Contractor on written request.

A.52 EMPLOYEE CONCERNS PROGRAM

52.1 Subcontractor shall advise its employees that they have the right and responsibility to report concerns relating to the environment, safety, and health, or management of DOE-related activities; and to cooperate with assessments used to verify that they have acted to minimize, correct, or prevent recurrence of the situation that precipitated a valid concern.

No retaliation or reprisal shall occur for any employee who has identified employee concerns to their management or Contractor. Subcontractor shall flow this requirement down to all lower-tier subcontractors/suppliers.

A.53 ONSITE EQUIPMENT USE REQUIREMENTS

53.1 All equipment (vehicles, machinery, and/or hand tools) used by the subcontractor to perform work at the project site must be in good working condition and meet all applicable codes and standards. such equipment must be used and maintained only as intended by the manufacturer and in accordance with the manufacturer’s instructions and limitations. equipment provided by the contractor not meeting these requirements must be brought to the attention of contractor. contractor reserves the right, in its sole discretion, to inspect subcontractor’s equipment prior to use.

equipment not meeting the above standards shall be promptly repaired or removed from the premises and replaced with compliant items at no cost to contractor.

inspections, whether or not any equipment is found to be unsatisfactory or whether or not any defects are found by such inspections, do not relieve subcontractor of any responsibility or liability under this article or for performing the work in a safe manner.

A.54 SUSPECT/COUNTERFEIT PARTS IDENTIFICATION

54.1 Subcontractor shall supply products that are not and do not contain suspect/counterfeit parts. Subcontractor shall establish a Suspect//Counterfeit Parts Identification Program that provides identification, notification, and disposition of suspect/counterfeit parts.

54.2 Subcontractor shall ensure that procurement documents

executed in the acquisition of products under this subcontract include these Suspect/Counterfeit Parts Identification Program requirements and exclude identified suspect/counterfeit parts from the procurement process and subsequent installation.

54.3 A defective part is any part that has recognized, common manufacturing flaw. A suspect/counterfeit part is any item whose characteristic or identity does not appear to be authentic and is verified to be either counterfeit or fraudulent; or is refurbished, remanufactured, or has material substitutions as determined by the definitions below. Subcontractor’s identification program shall monitor these characteristics particularly at receipt inspection and at time of installation

(a) counterfeit – forgery, or an imitation with the intent to deceive

(b) fraudulent – deliberate intent to misrepresent the actual characteristics of an item

(c) material substitution – occurs when a change to specified material of an item is made (failure by the supplier to document the material substitution is considered to be fraud, and the item then becomes suspect/counterfeit)

(d) refurbished - item that is taken part, cleaned, adjusted, inspected, or cosmetically enhanced (failure by the supplier to identify that the part is refurbished is considered to be fraud, and the item then becomes suspect/counterfeit)

(e) remanufactured – item that is refurbished, physically modified, or where its subcomponents were replaced (failure by the supplier to identify that the part is remanufactured is considered to be fraud, and the item then becomes suspect/counterfeit.

54.4 Notification. Immediately upon determination that a part is or may be suspect/defective/counterfeit, notify the Contractor for disposition. If it is determined that a suspect/defective/counterfeit part has been supplied, Contractor will then notify the local Department of Energy Office of Inspector General.

A.55 RESERVED

A.56 RESERVED

A.57 SOFTWARE MADE AVAILABLE FOR

SUBCONTRACTOR’S USE

57.1 The Contractor, from time to time, may make certain

software acquired under license available to the

Subcontractor for its use in the performance of this subcontract.

57.2 The Subcontractor recognizes and acknowledges that such

software or data contained therein may be proprietary and confidential to a third party.

57.3 The Subcontractor agrees that it and its employees will not use, copy, disclose, modify, or reverse engineer such software except as permitted by the license and any other terms and conditions under which the software is made available to the Subcontractor.

57.4 The Subcontractor is not authorized to violate any software licensing agreement, or to cause the Contractor or the Government to violate any licensing agreement. If, at any time during the performance of this subcontract, the Subcontractor has reason to believe that its utilization of Government-furnished software may involve or result in a violation of DOE’s licensing agreement, the Subcontractor shall promptly notify the Contractor, in writing, of the pertinent facts and circumstances. Pending direction from the Contractor, the Subcontractor shall continue to perform to the full extent possible without utilizing the software in question.

A.58 COMPLIANCE WITH ORDERS, AGREEMENTS, AND

REGULATORY AUTHORITIES

The Subcontractor shall comply with any current or future orders and agreements with regulatory authorities and the New Mexico Environmental Department (NMED), provided, however, that Subcontractor shall have the right to seek an Equitable adjustment if any future requirements cause a change to the terms of the Subcontract.

A.59 COMPLIANCE WITH INTERNET PROTOCOLS IN

ACQUIRING INFORMATION TECHNOLOGY

All proposed acquisitions of IT shall be submitted to the Contractor’s Chief Information Officer for review and approval prior to acquisition.

A.60 RESERVED

A.61 NO THIRD PARTY BENEFICIARIES

This Subcontract is for the exclusive benefit and convenience of the Parties hereto. Nothing contained herein shall be construed as granting, vesting, creating, or conferring any right of action or any other right or benefit upon past, present, or future employees of the Contractor or Subcontractor, or upon any other third party. This provision is not intended to limit or impair the rights which any person may have under applicable Federal statutes.

A.62 RESERVED

A.63 RESERVED

A.64 PRICE-ANDERSON AMENDMENTS ACT

64.1 The Department of Energy has promulgated Nuclear Safety

Rules in implementation of the Price-Anderson Amendments Act (PAAA) of 1988, Public Law 100-408, August 20, 1988. These rules govern the conduct of persons involved in DOE nuclear activities, and, in particular, are designed to achieve compliance with DOE nuclear safety requirements. Violation of the applicable rules may provide a basis for the assessment of civil and criminal penalties under the PAAA. Nuclear Safety Rules subject to enforcement under PAAA are 10 CFR 820, “Procedural Rules for DOE Nuclear Activities”, 10 CFR 830, “Nuclear Safety Management Subpart A.

64.2 This Order is subject to the requirements of the above rules if the performance of work involves conducting activities (including providing items and services), that affects, or may affect, the safety of DOE nuclear facilities.

64.3 Subcontractor shall comply in all respects with Contractor’s program…