RFP_0000416_Rebid_1.pdf

REQUEST FOR PROPOSAL (RFP) 0000416

Rebid #1

RFP No. 0000408

N3B Form 9072, Rev. 0, (05/18)

Project Name/Location RFP Number Los Alamos Legacy Waste Cleanup Project RFP – 0000416 – Rebid #1

RFP Issue Date Bid Due Date

7/18/2019 3:00 PM MST, Monday, August 5, 2019, MST Bidder Submissions of Proposal

Add Subcontractor Name, address and contact Information

Offeror’ shall submit an emailed electronic copy of their proposal, and provide an ORIGINAL and Two

Copies of their Proposal via express mail to the Subcontract Administrator, at the address (below), by 3:00 PM MST, Monday, August 5, 2019, MST

General Description of Scope of Work Contractor/Contractor’s Representative

Subcontractor shall furnish qualified management, personnel, equipment, materials, supplies and facilities to perform and complete Background

Investigations for N3B

Newport News Nuclear BWXT-Los Alamos, LLC (N3B)

1600 Trinity Drive, Room 206 Los Alamos, NM 87544

Primary: Julie Baer, Subcontract Administrator Julie.baer@em-la.doe.gov

INSTRUCTIONS TO BIDDERS

1.0 OPEN TO LARGE AND SMALL BUSINESS COMPETITION:

1.1 NAICS Code and Small Business Size Standard:

1.1.1 The North American Industry Classification System (NAICS) code and Small business Size Standards for this acquisition are as follows:

561611 Investigation Services – Size Standard $20.5 Mil

2.0 GENERAL

2.1 Bidder is hereby invited to submit Firm Fixed Unit proposal (the “Proposal”) to Contractor’s Representative, Julie Baer, via email, Julie.Baer@em-la.doe.gov and provide an ORIGINAL and Two Copies of their Proposal via express mail, for the work described herein, on or before _8/5/2019 @ 3:00 PM Mountain Time, with All its attachments complete.

2.2 All work MUST BE COMPLETED in accordance with the Period of Performance as dictated in the Statement of Work (SOW).

2.3 The Proposal shall take into consideration and be based upon these Instructions to Bidders and the Proposal Submission documents listed under Article 8.0 including all exhibits, appendices, and attachments thereto.

2.4 Contractor reserves the right to waive any informalities in or to reject any or all bids, to award the subcontract to other than the Bidder submitting the lowest evaluated bid, with or without mailto:Julie.baer@em-la.doe.gov

RFP No. 0000408

N3B Form 9072, Rev. 0, (05/18) notice or reasons, and if no Proposal is accepted, to abandon the Work or to have the Work performed in such other manner as Contractor may elect.

2.5 Contractor considers the names of other bidders, the bids, evaluations and ranking of bidders as confidential information to which Bidder or their agents are not entitled.

2.6 Partial or incomplete Proposals will not be accepted. Bidder will be informed whether or not its Proposal was successful.

2.7 Contractor will not be responsible for any costs or expenses incurred by Bidder in preparing and/or submitting the Proposal or otherwise during the proposal process.

2.8 Examination of RFP Documents: Bidder shall immediately verify that it has received all documentation by checking the contents of the RFP package against the documents identified in these Instructions to Bidders. If Bidder has not received all identified documentation, Bidder shall immediately notify Contractor’s Representative in writing.

3.0 The Subcontract Technical Representative (STR) for this project is:

Attn: Pam Peterson Newport New Nuclear BWXT – Los Alamos, LLC 600 Six Street Los Alamos, NM 87544

4.0 COMMUNICATION

4.1 If Bidder finds any discrepancies in or omissions from the RFP Documents, or should the intent or meaning of such documents appear unclear or ambiguous, Bidder must notify Contractor by contacting Contractor’s Representative. Replies to such notices may be made in the form of Amendment to the RFP Documents which will be issued simultaneously to all invited Bidders in writing. Bidder must acknowledge receipt of all Amendment in its proposal.

Contractor will not be bound by, and Bidder must not rely on any oral interpretations or clarifications of the RFP Documents. Bidder shall submit any such notification to the Contractor’s Representative.

4.2 Deviations from these communication instructions may be cause for rejection of Bidder’s Proposal.

4.3 The RFP Number identified above must be included on the Proposal and any and all other written communication in connection with this RFP.

4.4 If you have any questions regarding the Request for Proposal documents or the Scope of Work please email your questions to Julie.Baer@em-la.doe.gov no later than 7/26/19 12:00 PM MST.

5.0 PROPRIETARY INFORMATION

5.1 All documents included in this RFP, and any other information furnished to Bidder by Contractor shall remain, the property of Contractor and may not be copied or otherwise reproduced or used in any way except in connection with the Work, or disclosed to third parties, or used in any manner detrimental to the interests of Owner or Contractor.

RFP No. 0000408

N3B Form 9072, Rev. 0, (05/18)

5.2 Bidders are required to notify Contractor immediately of any solicitation or inquiry offering to

(a) improperly disclose confidential bid information (including evaluations of bid information), or (b) improperly influence or affect the award of any contract associated with this Project.

Bidders are further required to notify Contractor immediately if they come into possession of confidential information (including evaluations of bid information). Failure to comply with the foregoing may result in the disqualification of the Bidder.

6.0 GOVERNING TERMS AND CONDITIONS

6.1 Bidder's standard terms and conditions of sale will not be considered. Bidders must clearly identify any exceptions to the terms and conditions set forth in this RFP.

6.2. Bidder is instructed to read thoroughly the form of subcontract included in the RFP Documents and to submit its bids based strictly upon the same (without exceptions). As described in Paragraph 13.2, in addition to (but not in lieu of) such conforming bids, Bidder may submit an additional non-conforming bid that lists exceptions to the form of subcontract and sets forth the bid price attendant to the acceptance of such exceptions. All exceptions and clarifications are to be documented, separately.

7.0 PRICING CONDITIONS

7.1 Pricing, stated in U.S. Dollars ($), must be in accordance with the provisions of the RFP Documents. The blanks in the Forms included, as well as examples provided in the RFP documents must be completed and returned as part of Bidder’s Proposal.

7.2 Proposal validity period shall be a minimum of 120 days after the Bid Due Date.

7.3 All pricing must be firm for the duration of the Base Subcontract. This is an estimated four-year Subcontract, which also includes two option(s) periods for continued performance/additional Work.

7.4 The quoted prices must include all costs for procurement, including consumable materials, labor, equipment, Lower Tier Subcontractors, documentation, testing and any and all items of expense, fees, taxes, duties, overhead and profit for Offeror’s full and complete performance of the Work.

7.5 Contractor reserves the right to request and have Offeror furnish a further breakdown of the Contract Price for accounting and progress payment purposes. This request may be made after the Contract Price has been finalized with the Successful Offeror.

7.6 The Successful Bidders will be responsible for acquiring any and all contractor’s license(s), business license(s), etc. and any/all permits required to perform the Work.

7.7 In the case of any discrepancy between words and figures, the words shall prevail and in the case of errors in addition or extension, the unit prices (if any) quoted shall prevail.

7.8 REGIONAL PURCHASING PRICING PREFERENCE

In accordance with N3B Prime Contract with DOE, N3B will maximize procurement opportunities for Northern New Mexico (NNM) small business concerns by providing a Regional Purchasing Pricing Preference in acquisitions. The price preference will be given by adding a 5% adjustment factor to the proposed total price/cost, including priced options, RFP No. 0000408

N3B Form 9072, Rev. 0, (05/18) of those offeror’s whose businesses do not meet the definition of a NNM small business concern.

A NNM small business concern is a small business that is actively engaged in doing business in NNM, has an operative business location in NNM, and uses labor from NNM. NNM includes the counties of Taos, Santa Fe, Rio Arriba, Sandoval, Mora, San Miguel, and Los Alamos, and the eight regional Pueblos of Nambe, Picuris, Pojoaque, San Ildefonso, Ohkay Owingeh (formerly known as San Juan), Santa Clara, Taos, and Tesuque.

If a business claims to be a NNM small business concern, it must demonstrate to N3Bs’ satisfaction when requested. As a minimum requirement, submission of its bid/offer shall ensure that:

(1) it has been properly authorized to do business and has been operating in NNM with a staff of three or more full time equivalent employees (of which 51 % must reside in NNM), and that it currently has a facility in NNM that can support the business activity contemplated by the Statement of Work I Scope of Work; or

(2) it has historically operated in NNM with two or less full time equivalent employees who reside in NNM, it is independently owned (i.e., its owner(s) exercise(s) close control over operations and decisions which are not subject to control or the power to control by others), its majority ownership interest is held by residents of NNM, it has been properly authorized to do business in NNM and it currently has a facility in NNM that can support the business activity contemplated by the Statement of Work / Scope of Work.

8.0 PROPOSAL SUBMISSION

The Proposal must be submitted in writing utilizing the Forms provided herein. Failure to provide the information in strict accordance with the format and the detail required in the Forms is grounds for rejection of the Proposal. Submission of the Proposal with the RFP number 00000416 clearly displayed and delivered to the Contractor’s Representative identified above via email, and shall include the following completed forms and other information. Your proposal should contain your best terms from a cost/price and technical standpoint and include all available discounts and/or governmental pricing. Submit your proposal in two (2) volumes as described below:

8.1 Commercial Proposal Volume I (i.e. business, administrative, pricing information) shall include, but not be limited to, and demonstrating the following:

8.1.1 Proposal letter – proposal by joint ventures, consortia, associations or partnerships shall designate one single participant to represent all those forming the offering entity, and shall list the full names and addresses of all participants in the offering entity. The name of the signatory shall be types or If an offering entity is a joint venture, consortia, association or partnerships, each member must demonstrate System for Award Management (SAM) registration. SAM is an official website of the U.S. Government. There is no fee/cost to register in SAM and is the site utilized by N3B to obtain representation and certification information. If you have an active registration on SAM.gov that corresponds to a W-9 you may be asked to provide, Please ensure the corresponding DUNS number is provided in the header or footer of the cover page of the Volume 1 – Commercial Proposal. The successful Offeror’s submittal may be incorporated into a resultant subcontractor.

8.1.2 Exhibit “C”, Form A – Schedule of Rates and Prices

RFP No. 0000408

N3B Form 9072, Rev. 0, (05/18)

8.1.3 N3B Form 9061 Vendor Maintenance Form.

8.2 Technical Proposal Volume II (i.e. technical information on how the scope of work will be performed/accomplished) shall include, but not be limited to, demonstrating the following:

The following documents must be completed signed (when returned) and submitted within your proposal with the RFP-0000416 clearly display. They will provide the basis for the technical evaluation of your proposal. NOTE: Do not reveal labor rates or price information of any kind in these documents.

8.2.1 Exhibit C Form C Project Organization and Work Plan, indicating how the work will be performed and completed in accordance with the SOW.

8.2.2 Exhibit C Form D Resumes of Key Personnel

8.2.3 Exhibit C Form F Experience Statement

9.0 BASIS OF AWARD

The issued solicitation, RFP-0000416, will be evaluated per FAR 15.101-1 utilizing a Best Value Tradeoff Process in consideration of a potential contract award to other than the lowest priced offeror or other than the highest technically rated offeror, as being in the best interest of the Government and N3B. It is the intent of N3B that the evaluation and selection process will result in a Firm-Fixed Price (FFP) contract for the principle scope of work. The contract award shall be made to the successful Offeror, whose offer conforming to the solicitation, will be most advantageous based on a combination of technical approach, experience, price and other factors considered. In the event that the offers received are determined to be non-compliant or do not satisfactorily address the evaluation criterion, then, at N3B’s sole discretion, no award shall be made notwithstanding the conditions cited in Section 2 of this RFP.

The successful Offeror shall furnish qualified management, personnel, equipment, materials, supplies and facilities to perform the scope of work as detailed in Exhibit D, Revision 0, dated May 23, 2019.

All evaluation factors other than cost or price, when combined, are significantly more important than cost or price. However, as stated in Section 9.3 below, N3B will not make an award at a cost / price premium it considers disproportionate to the benefits associated with the evaluated superiority of one Offeror’s Technical and Management Proposal over another.

9.1 Technical Evaluation Criteria

9.1.1 Project Execution and Technical Approach- Demonstrate understanding of background investigations and required work performance, detailed description and sequencing of all activities and work planning. Evaluation will also be based on Offeror’s quality of project execution and technical approach.

9.1.2 Demonstrate Staffing - Offeror shall demonstrate the ability to meet the experience requirements and provide the correct skill mix of individuals to fulfill the Statement of Work utilizing Exhibit C Form D Resumes of Key Personnel.

RFP No. 0000408

N3B Form 9072, Rev. 0, (05/18)

9.1.3 Past Performance—Subcontractor shall provide examples of three past projects of similar scope and complexity completed within the last five years.

Information shall be provided utilizing Exhibit C Form F Experience Statement.

10.0 ES&H REQUIREMENTS - Reserved

11.0 QUALITY ASSURANCE REQUIREMENTS- Reserved

12.0 SIGNATURE REQUIREMENTS

12.1 Bidder's proposal must be signed by Bidder’s duly authorized officer. If Bidder is a corporation, the Proposal must be signed in its name and on its behalf by a duly authorized signatory officer of the corporation. The office held by the signing officer must be included.

12.2 If Bidder submits a proposal as a partnership or joint venture, Bidder must submit with its proposal, a "Power of Attorney" executed by all of the general partners or members of the joint venture designating and appointing one of the general partners or members of the joint venture as a "Management Sponsor", and authorizing the Management Sponsor to sign the proposal on Bidder’s behalf, to act for and bind Bidder in all matters relating to the Proposal and, in particular, to agree that each partner or member of the joint venture is jointly and severally liable for any and all of the duties and obligations assumed by Bidder under the Proposal and the Contract, if awarded. The Proposal must be signed on behalf of the partnership or joint venture in its legal name by the Management Sponsor. Contractor will only accept unified sums, rates, prices, or conditions and will not accept sums, rates, prices or any conditions which differ between individual parties of a partnership or joint venture.

12.3 When requested by Contractor, satisfactory evidence of the authority of any signatory of Bidder must be furnished.

13.0 EXCEPTIONS AND DEVIATIONS

13.1 Except as provided for below in paragraph 11.2, no deviations to any technical requirements of the RFP Documents shall be made. Failure to comply with this condition may result in rejection of your proposal. All exceptions should be explicitly identified in Bidder’s Proposal.

13.2 If bidder determines it would be advantageous to Contractor to deviate from the technical requirements, conditions and provisions set forth in the RFP, Bidder may present such deviations as an "Alternative Proposal" together with the base Proposal as required herein.

Bidder’s Alternative Proposal must explain in full detail the nature and extent of the proposed deviation and the resultant impact on the prices, schedules or any other aspect of Bidder's Proposal. Such deviations, if any, must be clearly identified and listed in a separate section of the Proposal devoted explicitly to that purpose. Consideration of any alternate proposal will be at Contractor's sole discretion.

13.3 The submission of a Proposal indicates acceptance by Bidder of all terms, conditions and requirements contained herein.

13.4 During the Proposal evaluation, Contractor is not responsible for identifying or resolving any deviations that may be contained in the Proposal. The only deviations recognized will be those mutually agreed upon and included in the Contract.

15.0 SCOPE OF WORK AND TECHNICAL DOCUMENTS

15.1 The Exhibit D, Scope of Work and applicable Technical Documents are identified in the RFP Documents.

16.0 RFP DOCUMENTS

The following documents are the “RFP Documents”:

1. Subcontract Form of Agreement No. 0000416

2. Exhibit A- N3B General Conditions

3. Exhibit B- N3B Special Conditions

4. Exhibit C, Form A - Schedule of Rates and Prices

Exhibit C, Form B – Reserved

Exhibit C, Form C – Project Organization and Work Plan

Exhibit C, Form D – Resume of Key Personnel

Exhibit C, Form E – Experience Statement

5. Exhibit D- Scope of Work and Technical Specifications

6. Exhibit E- Reserved

7. Exhibit F- Reserved

8. Exhibit G- Reserved

9. Exhibit H- Reserved

10. Exhibit I – Reserved

11. Exhibit J – Confidential Information Agreement

12. Exhibit K - Reserved

13. Exhibit L – Prime Contract Flowdowns

14. N3B Vendor Maintenance Form

15.

Signature of Representative: ______________________________________

Name of Representative: __________________________________________

Name of Company: _______________________________________________

Date: ___________________________________________________________

END OF INSTRUCTIONS TO BIDDERS

PO-0000416 Rebid #1 – Background Investigations Date 04/08/2019 N3B Form 9100, Rev. 0, (06/18)

THIS AGREEMENT (“Agreement”) No PO-0000416 (together with the attachments hereto) dated and effective as of TBD (the “Effective Date”) through 9/30/2020, comprises the Subcontract hereby made and entered into by and between Newport News Nuclear BWXT-Los Alamos, LLC (N3B) (hereinafter “Contractor”) having a place of business located at 600 Sixth Street, Los Alamos, NM 87544 and TBD (hereinafter “Subcontractor”) having a place of business located at XXXXXXXXXXX, each a “Party” and collectively, the “Parties”).

WHEREAS, Contractor has entered into a contract (the “Prime Contract”) with the U.S. Department of Energy (the “Owner”) to perform the Los Alamos Legacy Cleanup Contract (LLCC) (the “Project”);

WHEREAS, Contractor desires to subcontract to Subcontractor certain portions of Contractor's work and/or services for the Project.

WHEREAS, Subcontractor desires to perform such subcontracted portions of Contractor’s work and/or services for the Project; and

WHEREAS, Subcontractor has agreed to perform the Work under a Firm Fixed Price Subcontract.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants contained in the Subcontract, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Subcontractor hereby mutually agree as stated above and as follows:

ARTICLE 1 - SCOPE OF WORK

The Work is fully described and defined in Exhibit D – Statement of Work (hereinafter “SoW”). Subcontractor shall furnish the services and effort necessary to complete the Work, and Subcontractor shall do everything required by

Project Name/Location Subcontract No.

Los Alamos Legacy Waste Cleanup (LLCC) Project/Los Alamos, NM PO-00000416 Rebid #1

Subcontractor Contractor Subcontractor Name

Insert Company Name and Address

Newport News Nuclear BWXT-Los Alamos (N3B)

600 Sixth Street Los Alamos, NM 87544

General Description of Scope of Work Contractor’s Representatives

Subcontractor shall furnish qualified management, personnel, equipment, materials, supplies and facilities to perform and complete Background Investigations for N3B

Subcontract Administrator:

Julie Baer 600 Sixth Street Los Alamos, NM 87544 Julie.baer@em-la.doe.gov

Subcontract Technical Representative:

Name: Pam Peterson Building Location/Mail Stop Los Alamos, NM 87544 the Subcontract to complete fully, protect and deliver the Work in full compliance with the requirements of the Subcontract.

ARTICLE 2 - PROJECT SITE

The Project Site is generally located at the Los Alamos National Laboratory site which is in and around Los Alamos, New Mexico, and as more specifically defined and described in Exhibit D.

ARTICLE 3 - SUBCONTRACT DOCUMENTS

3.1 The following are the Subcontract Documents:

This Agreement; PO-0000416

Exhibit A: N3B General Conditions

Exhibit B: Special Conditions

Exhibit C: Schedule of Rates and Prices

Exhibit D: Scope of Work and Technical Specifications

Exhibit E: Reserved

Exhibit F: Reserved

Exhibit G: Reserved

Exhibit H: Reserved

Exhibit I: Reserved

Exhibit J: Confidential Information Agreement

Exhibit K: Reserved

Exhibit L: Prime Contract Flowdowns

3.2 ORDER OF PRECEDENCE: In the event of any conflict, variation or inconsistency between any provisions of the Subcontract Documents, as they may be amended from time to time, Subcontractor shall promptly notify Contractor of such conflict and the following order of precedence shall apply: (1) this Agreement; (2) Special Conditions; (3) General Conditions; (4) Prime Contract Flowdowns; (5) scope of work, drawings, specifications and other Subcontract Documents.

Notwithstanding anything to the contrary, the Parties agree that the terms of the Subcontract Documents pertaining to contractual obligations of Subcontractor shall be no more onerous than the contractual obligations (including but not limited to those terms pertaining to warranty, indemnity, and limitation of liability) of the Prime Agreement between N3B and Owner.

ARTICLE 4 - START AND COMPLETION OF THE WORK

This is an estimated four-year Subcontract, which also includes two option(s) periods for continued performance/additional Work.

The Work under the initial base period of performance will begin as follows:

Base Year 1 FY19/20: (08/01/2019 – 9/30/2020) Base Year 2 FY20/21: (10/01/2020 – 9/30/2021) Base Year 3 FY21/22: (10/01/2021 – 9/30/2022) Base Year 4a FY22/23: (10/01/2022 – 4/29/2023)

The Work under the Option Period 1 period of performance will begin as follows:

Option 1 Year 4b FY23: (04/30/2023 – 9/30/2023) Option 1 Year 5 FY23/24: (10/01/2023 – 9/30/2024) Option 1 Year 6 FY24/25: (10/01/2024 – 9/30/2025) Option 1 Year 7a FY25/26: (10/01/2025 – 4/29/2026)

The Work under the Option Period 2 period of performance will begin as follows:

Option 2 Year 7b FY26: (04/30/2026 – 9/30/2026) Option 2 Year 8 FY 26/27: (10/01/2026 – 9/30/2027) Option 2 Year 9 FY 27/28: (10/01/2027 – 04/29/2028)

The CONTRACTOR shall have the unilateral right to exercise the option(s) described above. In the event the CONTRACTOR does not exercise an option by the date specified for the exercise of such option, or any other date mutually agreed to by the Parties, the SUBCONTRACTOR shall be relieved from its obligation to continue performance or provide additional Work under options not exercised.

In addition to, or instead of the Options set forth above, the CONTRACTOR may require continued performance of any services within the limits and at the rates specified in the Subcontract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. This provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The CONTRACTOR may exercise this option by written notice to the SUBCONTRACTOR within 30 days prior to expiration of the subcontract period in effect at the time of notice.

Authority to perform services under the Subcontract may be provided by issuance of a Work Release, a Subcontract modification, or other written direction by CONTRACTOR. The Subcontract shall control in the event of a conflict with terms and conditions of any written direction.

ARTICLE 5 – COMPENSATION/SUBCONTRACT PRICE

This is a Firm Fixed Price Subcontract.

ARTICLE 6 – ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS

ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS—FIXED PRICE

Subcontractor shall render invoices monthly for Services performed during the previous calendar month.

Payment terms will be net thirty (30) days on all invoiced amounts. Contractor and Subcontractor shall promptly attempt to effect a resolution of any dispute concerning an invoice submitted by Subcontractor and Subcontractor shall provide Contractor with a corrected invoice or additional supporting documentation as necessary.

Contractor may withhold payment of that portion of an invoice disputed by Contractor until the dispute has been resolved. Notwithstanding anything to the contrary in this Agreement, Contractor shall pay Subcontractor the undisputed portion of any invoice only after Contractor receives corresponding payment from Owner.

Payment requests must be submitted electronically to: accountspayable@em-la.doe.gov.

"Payment request" means any request for contract financing payment or invoice payment by the Subontractor. To constitute a proper invoice, the payment request must comply with the requirements identified below.

Each invoice must clearly separate costs into separate sections by Project ID, including attached supporting documentation.

Under this subcontract, the following information is required to be submitted as part of or as an attachment to the monthly electronic invoice:

• [Insert] Subcontract/task order number

• Page numbers on each page including back-up documentation for expenses.

• A clear list of products or services being invoiced in accordance with the payment schedule in Exhibit

C Schedule of Quantities and Pricing.

ARTICLE 7 - GOVERNING LAW AND VENUE

The Subcontract shall be interpreted in accordance with the substantive and procedural laws of the State of New Mexico excluding any provisions or principles thereof which would require the application of the laws of a different jurisdiction.

ARTICLE 8 - COMMUNICATION AND FORMAL NOTICES

All correspondence and notices required to be given in writing under the Subcontract, including but not limited to those regarding breach, consent to settlement of claims, termination and/or indemnification, shall be delivered personally to the respective representatives of the Contractor and Subcontractor set forth below, or shall be mailed by registered mail with a return receipt requested, postage prepaid, or shall be sent by facsimile, or sent by a national overnight courier service, and shall be effective when received. All correspondence/notices shall be addressed as follows:

IF TO CONTRACTOR IF TO SUBCONTRACTOR

Name: N3B, Acquisition Management [Subcontractor POC] mailto:accountspayable@em-la.doe.gov

Address: 600 Sixth Street Address: Los Alamos, NM 87544 Attention: Julie Baer Title: Subcontract Administrator Phone: (505) 551-2363

Email:

Julie.baer@em-la.doe.gov

With a copy to:

STR

With a copy to:

600 Sixth Street Los Alamos, NM 87544 Pam Peterson Pam.peterson@em-la.doe.gov

ARTICLE 9 - ARTICLE HEADINGS/WAIVER/SEVERABILITY

The Article headings used in any of the Subcontract Documents have been inserted for convenience of reference only and shall not in any manner limit the construction, meaning or effect of anything therein contained nor govern the rights and liabilities of the parties. The waiver of any breach or failure to enforce any of the provisions of this Subcontract shall not in any way affect, limit, modify or waive the future enforcement of such provisions. The invalidity or unenforceability of any portion or provision of this Subcontract shall not affect the validity or enforceability of any other portion or provision. Any invalid or unenforceable portion or provision shall be deemed severed from this Subcontract and the parties shall negotiate an equitable adjustment in such portions or provisions of this Subcontract to effect the underlying purposes of this Subcontract.

ARTICLE 10 - ENVIRONMENT, SAFETY AND HEALTH FOR ONSITE WORK

Work must be performed in accordance with the U.S. Department of Energy Acquisition Regulation (Integration of Environment, Safety, and Health into Work Planning and Execution, DEAR 952.223-71 clause), 10 CFR 851, and all applicable federal regulations and site-specific requirements.

The Subcontractor shall take reasonable precautions in the performance of the work under this contract to protect the environment, safety, and health of employees and members of the public. TBD will comply with and fully implement the N3B Worker Safety and Health Program. The Work must be conducted in accordance with all requirements and stipulations as stated in Exhibit F. N3B shall notify the Subcontractor in writing of any noncompliance with the provisions of this Article. After receipt of such notice, the Subcontractor shall immediately take corrective action. In the event that the Subcontractor fails to comply with said regulations and requirements, N3B may, without prejudice to any other legal or contractual rights of N3B, issue an order stopping all or any part of the work; thereafter, a start order for resumption of the work may be issued at the discretion of N3B. The Subcontractor shall make no claim for an extension of time or for compensation or damages by reason of, or in connection with, such work stoppage.

mailto:Juie.Baer@em-la.doe.gov

ARTICLE 11 – LOWER TIER SUBCONTRACTORS

N3B hereby provides consent to [Insert Subcontractor Name] to utilize the following Lower Tier Subcontractors:

TBD

ARTICLE 12 - COMPLETE AGREEMENT

The Subcontract constitutes the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior written or oral contracts, agreements, representations and/or understandings of any kind or nature that the parties may have entered into or had prior to the date hereof with respect to the subject matter hereof. The Subcontract Documents may only be amended by written instrument signed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, effective as of the day and year first above mentioned.

CONTRACTOR:

N3B-Los Alamos, LLC

By:

Name:

Title:

Date:

SUBCONTRACTOR:

XXXXXXXXXXXXXXXXXXX

By: ____________________________

Name: _____________________________

Title: _____________________________

Date: ___

RFP-0000416 Rebid #1

N3B FORM XXX REV 1 (4/30/18)

GENERAL CONDITIONS FOR

DEVELOPMENTAL 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)

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 $2,000,000; 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, delivery or completion schedule, or both;

(b) 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 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 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.

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;

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

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(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.