PART III - LIST OF DOCUMENTS
EXHIBITS AND OTHER ATTACHMENTS

SECTION J

TABLE OF CONTENTS

APPENDIX A

KEY PERSONNEL

R. Hanson D. Van Leuven R. Jones E. Aromi N. Boyter Vacant T. Harper B. Essary G. McDowell

President & CEO Chief Operating Officer Spent Nuclear Fuels Project Waste Management Project River Corridor Project Nuclear Material Stabilization Project Site Services Director of Safeguards and Security Chief of the Hanford Patrol

APPENDIX B

ADVANCE UNDERSTANDING ON PERSONNEL COSTS
POLICIES AND PROCEDURES

1.0 INTRODUCTION

This Appendix B supplements the clauses entitled “Promises and Commitments,” “Advance Understanding on Personnel Costs, Policies, and Procedures,” “Labor Relations,” and “Payment and Advances” by setting forth the basis for determining the allowability of those Contractor and Major Subcontractor human resource management policies and related expenses which have cost implications under the Contract. This agreement is intended to cover the majority of the human resources costs incurred by the Contractor for work performed by employees assigned to work tasks authorized by the Richland Operations Office in accordance with this Contract. Failure to mention an item of cost herein does not, however, imply that it is either allowable or unallowable.

The Contractor and Major Subcontractors shall select, employ, manage, and direct the work force; and, apply the policies set forth herein in general conformity with the methods used in the Contractor’s private operations insofar as those methods are not inconsistent with this Contract. The Contractor shall use effective management review procedures and internal controls to assure that the allowable costs set forth herein are not exceeded, and that areas which require prior approval of the DOE Contracting Officer or designated representative are reviewed and approved prior to incurrence of costs.

Either party may request that this Appendix B be revised and the parties hereto agree to give consideration in good faith to any such request. Revisions to this Appendix B shall be accomplished by executing a reimbursement authorization as approved by the DOE Contracting Officer or designated representative. When revisions to this Appendix B are agreed upon, revised pages will be issued reflecting such changes and the effective date of such changes.

This Appendix B is adopted for the exclusive benefit and convenience of the parties hereto, and nothing contained herein shall be construed as conferring any right or benefit upon past, present, or future employees of the Contractor, or upon any other third party, including a Major Subcontractor. Accordingly, neither this Appendix B nor any part thereof, as amended or modified, will be deemed to constitute a contract between a party hereto and any employee of the Contractor or Major Subcontractor or to be consideration for, or an inducement or condition of, the employment of any person, or to afford the basis for any claim or right of action whatsoever against a party hereto by any employee of the Contractor or other third party, including a Major Subcontractor.

The Contractor shall promptly furnish all reports and information required or otherwise indicated in this Appendix B to the Contracting Officer or designated representative. The Contractor and the Department of Energy recognize that other data requests may be made from time to time and the parties agree to cooperate in meeting such requests.

2.0 GENERAL

Subject to the specific limitations, conditions, and exclusions of Subpart 31.2 of the Federal Acquisition Regulations (FAR) as supplemented by DOE Acquisition Regulation (DEAR) 931.2, and to the special conditions set forth below, personnel and related costs incurred for work under this contract by the Contractor and Major Subcontractors in accordance with the Contractor’s corporate-wide policies consistently and uniformly applied throughout the corporation’s domestic operations, and which have been furnished to and accepted by DOE-RL, are allowable. Such policies will be summarized and submitted in the form of a Personnel Policies Manual applicable to this Contract.

Certain employees of the Contractor and Major Subcontractors, as agreed by the parties, transferred from an affiliate to work under the Contract may continue to participate in their corporate group insurance, pension and savings, and severance pay plans. Costs for such continued participation while assigned to work under the Contract shall be billed to the Contract pursuant to applicable FAR cost principles and/or Cost Accounting Standards. The DOE shall have no further obligation for costs incurred by the parent organizations on behalf of such employees after reassignment or termination from Contract work.

Revisions to corporate-wide or contract-only policies and employee benefit plans which increase costs will be provided to DOE-RL for review for allowability prior to incurrence of costs.

3.0 DEFINITIONS

Contractors

The Contractor – Fluor Hanford, Inc.
Major Subcontractors – Subcontractors included in the terms of this Appendix B and throughout this contract are:
B&W Hanford Company	Numatec Hanford Corporation Waste Management Federal Services of Hanford, Inc.

In addition, DynCorp Tri-Cities Services, Inc. and Protection Technology Hanford are included in the terms of this Appendix B,

Credited Service – Length of service for employees shall mean employment with the Contractor or Major Subcontractors (and other named Subcontractors) including recognized service with predecessor companies and other Contractor organizations. Service for employees who are hired from Westinghouse Hanford Company (WHC) and its integrated subcontractors shall include all credited service now recognized by WHC, including recognized credited service with predecessor DOE Hanford Contractors.

Earned service credits for assimilated employees of the Contractor and Major Subcontractors or their affiliates transferred to work under the Contract will be counted in the calculation of all service based benefits.

FAR – Federal Acquisition Regulation

Incumbent Contractor and integrated subcontractors – Westinghouse Hanford Company and its subcontractors, Boeing Computer Services and ICF Kaiser Hanford.

Workweek – The basic (or regular) workweek shall be 40 hours. Alternative workweeks may be established with the approval of the Contracting Officer.

4.0 DIRECT COMPENSATION

The Contractor shall submit its Compensation Program applicable to work under this Contract to the Contracting Officer for initial approval. Proposed Compensation Program design changes which affect costs will also be submitted for review and approval by the Contracting Officer.

Implementation Plan and Schedule

Transition from the current salary continuance program to the PYB Program will be effective January 2, 1998. PTB will be implemented as follows:

• The first facility closure day, January 1, 1998, will be paid as a holiday under the current policy. It is not included in the 1998 PTB accrual.

• PTB will be front loaded with 40 hours (exempt) and 56 hours (salaried nonexempt) on January 2, 1998, and again on January 1, 1999.

5.0   TRAVEL AND RELOCATION COSTS

Necessary and reasonable expenses incurred by employees and prospective employees for travel and relocation at the request of the company in connection with work under this Contract are allowable, subject to applicable provisions of FAR Subpart 31.2 and 31.205-46, except that no Project Assignment Allowance nor return relocation costs are allowable. In accordance with these regulations, Contractor employees, including Major Subcontractors, transferred from corporate entitles will be administered under the Contractor’s common Relocation and Travel policies which are subject to the review and approval of the Contracting Officer. Special allowances for relocation of employees of Numatec shall be as set out in Schedule I., attached hereto.

6.0   COLLECTIVE BARGAINING AGREEMENTS

Wage rates, benefits, and other allowances to be paid to or for bargaining unit employees shall require the approval of the Contracting Officer.

7.0   WORK FORCE RESTRUCTURING

The Contractor will comply with the requirements of the applicable Hanford Site Work Force Restructuring Plan which implements Section 3161 of the National Defense Authorization Act for Fiscal Year 1993. Costs associated with the implementation shall be allowable for those activities described in the applicable Plan

8.0   EMPLOYEE MORALE, RECREATION, AND WELFARE PROGRAMS

Costs incurred for such programs are allowable in an amount not to exceed twenty dollars ($20.00) per employee per year.

SCHEDULE 1

SPECIAL ALLOWANCES FOR COGEMA/SGN EMPLOYEES
ASSIGNED TO NUMATEC

Changes were made to this schedule as a result of this modification, which changes are considered business sensitive and have been redacted. The schedule containing the changes that were redacted was approved by the Contracting Officer.

APPENDIX C

DOE DIRECTIVES

Federal Regulations and applicable Washington Administrative Code (i.e., WAC 173-303, etc.) governing DOE activities, and the following Directives are applicable to work and activities conducted/accomplished by Contractors at the Hanford Site. In addition, the applicability of given Environment, Safety, and Health (ES&H) Directives to a specific facility or work activity/project may be determined through the Standards/Requirements Identification Document (S/RID) process, as approved by the appropriate DOE authority. Upon approval of an S/RID, that set of requirements is the ES&H directive/requirements set applicable to the facility, work/activity or project and supersedes the ES&H directives included in this list of Directives.

DOE ORDERS AND NOTICES

APPENDIX D

PERFORMANCE OBJECTIVES, MEASURES, EXPECTATIONS
AND INCENTIVES

Modification M088 incorporates the following performance incentives into the contract:

1. FH-RC-1 Facilities and Systems Operational for SNF Movement
2. FH-RC-2 Accelerate 324/327 Deactivation
3. FH-CP-1 Provide Waste Management Services
4. FH-CP-2 Stabilize Pu
5. FH-CP-3 Retrieve and Ship TRU Offsite
6. FH-CP-4 Treat and Dispose MLLW
7. FH-AS-1 Assist in the Creation of Non-Hanford Jobs
8. FH-AS-2 Transition Excess Property for Re-Use/Sale

Modification M090 incorporates the following performance incentives into the contract:

Modification M122 incorporates the following FY 2001 performance incentives into the contract:

APPENDIX E

MANAGEMENT AND INTEGRATION PLAN

INTRODUCTION

This plan shall be developed and maintained by the Contractor and shall be the executive summary of the total management process the Contractor will use at Hanford. A key element of this plan is the proposed management system including integrated technical, cost, and schedule control requirements. The plan will define the approach the Contractor will use to accomplish the work as defined in Section C, Statement of Work. The plan shall include the Subcontractor structure to best integrate and manage operational tasks and project activities.

The Contractor shall also provide the following subject specific plans which expand on the discussion in the management and integration plan as appendices to it:

1. Integrated Environment, Safety & Health Management System (ISMS) Plan

   Specific guidance on the PHMC ISMS Plan is found in the clause entitled, “Integration of Environment, Safety, and Health Into Work Planning and Execution,” of this contract.

2. Safeguards and Security Plan

   The Safeguards and Security Plan shall be consistent with the DOE’s requirements as detailed in the 5600-series of DOE Orders and the Richland Operations Office 5600-series of Implementing Directives. The Plan shall take into consideration risk prioritization in security, the current efforts to reduce security clearances and the security management program now in place.

   This Plan shall also describe the administrative, technical, physical, and personnel safeguards employed to the unclassified computer systems and applications that process sensitive information using a graded approach based on the value and sensitivity of the information. The Plan shall address contingency and disaster recovery plans; risk management processes; security awareness and training programs; procedures for detecting, analyzing, and reporting computer security incidents including unauthorized access to computer resources; and certification procedures as described in applicable DOE Orders.

   The Plan shall describe the process that will ensure the protection of classified Automated Information Systems and data in accordance with the provisions of applicable DOE Orders.

3. Systems Engineering Management Plan

   The Systems Engineering Management Plan shall describe in detail the approach the Contractor will take to integrate a Systems Engineering functional analysis in which mission requirements drive functions, and functions drive architecture, into the overall management and integration of the Hanford workscope as detailed in Section C, Statement of Work. System engineering techniques and principles shall be utilized to establish the technical integrity of the workscope. Innovative technologies shall be evaluated against the baseline.

4. Risk Management Plan

   The Contractor shall provide a Risk Management Plan which describes the system to be used for identifying, evaluating, assessing and mitigating site risks of all types (e.g., financial, technical, safety, mortgages, environment, etc.). The Plan shall also describe how risk management is integrated and implemented into planning, work prioritization, and sitewide decision-making. The application of innovative technologies to mitigate the risks is expected.

5. Reserved

6. Economic Transition and Outsourcing Plan

   The Contractor shall provide an Economic Transition Plan which identifies short and long-term plans necessary to meet EM and Hanford Strategic Goals and to attain Hanford’s desired end states.

   The Outsourcing Plan shall include, consistent with applicable collective bargaining agreements, recommendations for outsourcing pieces of the work. When presenting its recommendations to the DOE for outsourcing, the Contractor shall address the impact(s) on affected employees, applicable collective bargaining agreements, relevant provisions of Section 3161 of P.L. 102-484 and/or the approved Section 3161, Workforce Restructuring Plan.

   In the Economic Transition, the Contractor should use innovation and creativity to accomplish the following outcomes:

   • Contribute to economic stabilization of the Tri-Cities.

   • Leverage economic development benefits for the local community from the execution of this contract.

   • Through economic development and diversification, create new local employment opportunities to help offset Hanford job losses.

   • Reduce DOE Capital Expenditures for New/Renovated facilities/equipment.

   • Reduce fixed Hanford infrastructure/operations costs.

   • Plan and develop a low ratio of integrator employees to subcontract employees.

   • Startup venture or seed capital funding sources to assist bona-fide technology business. “Best in Class” systems to be rewarded for successful technology commercialization.

   • Lease or sell excess or under-utilized site assets for commercial/private sector use.

   • Identify national/international markets where companies can do business while performing work at Hanford.

   • Identify sharing arrangements for royalties, licenses, and equity participation as part of a Technology Commercialization incentive program.

7. Litigation Management Plan

   The purposes of the Litigation Management Plan will be to control the cost of litigation, to provide for an appropriate level of private counsel, and to define reporting requirements.

   The Plan shall comply with the Guidelines set in Contractor Litigation Cost Policies, 61 CFR 14763, April 13, 1996 and such further instructions as provided by the Contracting Officer.

8. Diversity Plan

   Specific guidance on the preparation of a Diversity Plan is found in Appendix G of this Section J.

9. Information Resources Management Plan

   The Contractor shall develop an Information Resources Management plan that integrates the entire site and provides compatibility with the present systems. For example, the Contractor shall choose a financial system that best integrates the entire financial data of the site, provides prompt information as required, and provides data that can be used for decisions. The Contractor shall provide a system compatible with present equipment.

10. Internal Audit Plan

    The Contractor shall submit an annual plan for internal audits of the Contractor and for audits of major onsite, cost reimbursement subcontractors. The Plan shall list planned actual audits or areas to be audited and a schedule for such audits. The official audit report(s), including the working papers (as required), shall be submitted or made available to the Contracting Officer or his/her designee.

11. Sitewide Qualification and Training Plan

    In order to provide consistency with personnel qualification on the Hanford Site, the Contractor shall submit a sitewide Qualification and Training Plan which shows how the Contractor will ensure that all personnel working at the Hanford Site meet and maintain qualification and training requirements in accordance with DOE and other applicable regulations. The plan shall include:

    (1)	Assignment of responsibilities both with DOE-RL and any Hanford central training organizations.
    (2)	How the Contractor will use a single point of contact project management approach to integrate and track the best available training resources to meet the diverse training needs of the Hanford Site.
    (3)	How the Contractor will recognize and use equivalent training and/or reciprocity for training.
    (4)	A system to track flowdown of training requirements to subcontractors.
    (5)	How the “Best in Class” and “Make or Buy” approach will be used to identify and use high quality training while eliminating redundant and duplicate programs.
    (6)	A system to track training completed (needs to be part of Human Resources “People Soft” system (see Section C.2.C (3)).

12. Integrated Hanford Communication Plan

    The Contractor shall develop an Integrated Hanford Communication Plan detailing how the full range of stakeholders will receive information in a timely, accurate, complete, and business-like manner. The Plan shall include the requirements of DOE’s Openness Initiatives and Public Involvement Polices.

APPENDIX F

ENVIRONMENT, SAFETY, AND HEALTH BUDGET
PLANNING AND EXECUTION

The following represents additional criteria for environment, safety and health budget planning and execution, to be included as part of the requirements of the clause entitled, “Integration of Environment, Safety and Health into Work Planning and Execution” (June 1997), Paragraphs (d) and (e), of this contract.

APPENDIX G

GUIDANCE FOR
PREPARATION OF DIVERSITY PLAN

The purpose of this Guidance is to assist the Contractor in understanding the information being sought by the Department for each of the Diversity elements and where these issues may already be addressed in a contract package. To the extent these issues are already addressed in a contract, the Contractor need only summarize or cross reference the parts of the Plan already developed elsewhere in the contract.

Work Force

This contract includes certain provisions on Equal Opportunity and Affirmative Action. These provisions are found in clauses contained in Section I, entitled, FAR 52.222-26 Equal Opportunity (FEB 1999), FAR 52-222-27 Affirmative Action Compliance Requirements For Construction (FEB 1999), FAR 52.222-35 Affirmative Action For Special Disabled Veterans And Veterans Of The Vietnam Era (APR 1998, FAR 52.222-36 Affirmative Action For Workers With Disabilities (JUN 1998), and FAR 52.222-37 Employment Reports On Disabled Veterans And Veterans Of The Vietnam Era (JAN 1999), and regulatory guidance is found at FAR Part 22 (48 CFR Part 22). The Contractor should discuss its policies and plans for implementation of these provisions in its operations. If the Contractor already has procedures in place, these should be discussed and copies of any policies provided.

Educational Outreach

The Contractor should outline or discuss any programs already provided, or which it intends to provide, which will provide employees an opportunity to improve their employment skills and opportunities. These programs may already be discussed in the offer submitted under this RFP or in the executed contract and could include: educational assistance allowances, provision for outside training programs either during or outside regular work hours, and executive training programs for non-executive employees. The Contractor should also discuss any plans to participate in any programs supporting Historically Black Colleges and Universities.

Employee training and educational opportunities may also be subject to collective bargaining agreements at the site. If that is the case, it is not the Department’s intent that the Contractor develop an independent structure for employee training and educational opportunities. In preparation of its Diversity Plan, the Contractor should outline the requirements already placed on it under existing bargaining agreements, discuss any proposals for changes to be raised at any future bargaining sessions, and discuss any educational or training programs which it operates, or will operate, independently of those provided by the unions.

Community Involvement and Outreach

An offer submitted under a RFP or contained in the executed contract may include a section already dealing with community involvement and outreach activities. In that event, those sections may be cross referenced and do not need to be repeated. Contractor community relations activities could include support for the following activities: support for science, mathematics and engineering education; support for community service organizations; assistance to governmental and community service organizations and for equal opportunity activities; and community assistance in connection with work force reduction plans. The Contractor may provide support to these activities through direct sponsorship or making individual employees available to work with the specific community activity. Depending upon the terms negotiated between the Department and the Contractor, some of these costs may be reimbursable. The Contractor’s Diversity Plan should discuss the Contractor’s existing and planned activities promoting community involvement of its employees as well as the corporation.

Subcontracting

The RFP or finalized contract action will contain FAR 52.219-9 “Small Business Subcontracting Plan” (OCT 1999) and other small business related clauses. (see Section I, Clauses entitled, FAR 52.219-8 Utilization Of Small Business Concerns (OCT 1999), FAR 52.219-9 Small Business Subcontracting Plan (OCT 1999), FAR 52.219-10 Incentive Subcontracting Program (JAN 1999), and FAR 52.219-16 Liquidated Damages--Subcontracting Plan (JAN 1999). Additionally, the RFP contains additional guidance in an Appendix entitled “Small Business Subcontracting Plan” (see Section J, Appendix I). If the Contractor has already met the requirements under the contract clause entitled, “Small Business Subcontracting Plan,” and the referenced Appendix, this information should be briefly summarized and/or provided as an attachment to the Diversity Plan. If the Contractor is participating, or plans to participate, in the Department’s Mentor Protege Program, this involvement, or planned involvement, should be summarized or discussed. Information concerning its subcontracting plans already developed and submitted by the Contractor does not need to be redeveloped or renegotiated by the Contractor.

Economic Development (Including Technology Transfer)

Many of the Department’s contract actions include Technology Transfer provisions which may be found in the H Section, Special Contract provisions, or among the patent and intellectual property clauses of Section I, Standard Clauses. Planning or activities developed under the Technology Transfer clause may apply to this element of the Contractor’s Diversity Plan. Additionally, some of the subcontracting activities planned by the Contractor with small business or small disadvantaged businesses may be entered into for the purpose of assisting the economic development of or transferring technology to such a business. The Contractor’s Diversity Plan should outline and discuss its planned activities promoting economic diversification of the local community.

APPENDIX H

FEE PLAN

FOR THE PERIOD OCTOBER 1, 1996 – SEPTEMBER 30, 1997

The total available fee pool for FY 97 as set forth in the clause entitled “Estimated Cost and Fee” of this Contract will be allocated as follows:

Base Fee – none
Award Fee – none
Performance fee – 100%

The Specific dollars assigned as positive level expectations to the Section J Appendix D level column are deducted from the total dollars allocated to performance fee before any further allocations occur.

The remaining performance fee amount will be allocated to the objective, measures and/or expectations as follows:

Objectives (except Mega objective) – 61.5%
Expectations – None
Mega Objective – 38.5%

This 61.5% of the performance fee allocated to objectives and measures is further suballocated as follows:

Individual objective or measure – the specific percentage of fee assigned to an individual objective or measure is set forth with that particular objective or measure in Section J Appendix D. The sum of these individual percentages equals 102.5%. The percentage of fee assigned in the particular objective or measure is therefore a percent of the above 61.5% divided by 1.025.

Negative objectives and expectations are treated as follows:

One objective and certain economic transition expectations have negative incentives assigned. Each negative incentive is expressed in terms of a dollar amount. The specific dollar amount assigned to the objective and to each expectation is stated in the objective and in the particular expectation respectively and is located in Section J, Appendix D. If the objective or expectation is not met, the specific dollar amount will be deducted from the total amount of fee earned. In no event will the amount deducted for failure to meet the objective or an expectation exceed the total amount of fee earned.

FOR THE PERIOD OCTOBER 1, 1997 – SEPTEMBER 30, 1998

1. The total available fee pool for FY 98 as set forth in the clause entitled “Estimated Cost and Fee” of this Contract is allocated as follows:

   Base Fee – none
   Award Fee – none
   Performance fee – 100%
   

2. 85% of the total available fee pool in the contract clause entitled “Estimated Cost and Fee” is allocated to the critical few objectives, measures, and expectations, as follows:

   Objectives – 8.5%
   Measures – 4.75%
   Expectations – 86.75%

   The specific percentage of fee assigned to an individual objective, measure, or expectation is set forth in Section J, Appendix D, Attachment II. Available fee is suballocated into fee for baseline performance, increased performance, and negative fee for poor performance. If the contractor fails to meet a given performance objective, measure, or expectation, a negative incentive fee will result (if applicable). The specific amount will be deducted from the total amount of fee earned. However, in no event will the amount deducted for failure to meet performance objectives, measures, or expectations exceed the total amount of fee earned on all incentives.

3. 5% of the total available fee pool in the contract clause entitled “Estimated Cost and Fee” is allocated to a MEGA incentive. The DOE Performance Expectation Plan for FH Company Performance During the Twelve-Month Evaluation Period, Ending September 30, 1998, dated December 23, 1997, establishes the bases to measure performance.

FOR THE PERIOD OCTOBER 1, 1998 – SEPTEMBER 30, 1999

1. The total available fee pool for FY99 as set forth in the clause entitled “Estimated Cost and Fee” of this Contract is allocated as follows:

   Base Fee – none
   Award Fee – none
   Performance fee – 100%

2. 70 percent of the total available fee pool in the clause entitled “Estimated Cost and Fee” is allocated to the critical few objectives, measures, and expectations, as follows:

   Objectives – 0.0%
   Measures – 0.0%
   Expectations – 100%

   The specific percentage of fee assigned to an individual objective, measure, or expectation is set forth in Section J, Appendix D, Attachment III. Available fee is suballocated into fee for baseline performance, increased performance, and negative fee for poor performance. If the contractor fails to meet a given performance objective, measure, or expectation, a negative incentive fee will result (if applicable). The specific amount will be deducted from the total amount of fee earned. However, in no event will the amount deducted for failure to meet performance objectives, measures, or expectations exceed the total amount of fee earned on all incentives.

3. 30 percent of the total available fee pool in contract clause entitled “Estimated Cost and Fee,” is allocated to a MEGA incentive. The DOE Performance Expectation Plan for FH Company Performance During the Twelve-Month Evaluation Period, Ending September 30, 1999, dated October 1, 1998, establishes the bases to measure performance.

APPENDIX H

FEE PLAN
SECTION J

FOR THE PERIOD OCTOBER 1, 1999 - SEPTEMBER 30, 2000

1. The total available fee pool for FY00 as set forth in Clause B.4 entitled "Estimated Cost and Fee" of this Contract is allocated as follows:

Base Fee - none
Award Fee - none
Performance fee - 100%

2. $3 million of the available positive incentive fee in Clause B.4, and $5.95 million of negative incentive fee, is allocated to a Comphrehensive Incentive. The performance incentive "FH-Comprehensive" establishes the bases to measure comprehensive performance. The remaining performance fee amount is allocated to the objective, measures and/or expectations as follows:

Objectives – 0.0%
Measures – 0.0%
Expectations – 100%

3. The specific percentage of fee assigned to an individual objective, measure, or expectation is set forth in the Performance Incentives. Available fee is suballocated into fee for regular performance, stretch performance, and negative fee for poor performance. If the contractor fails to meet a given performance objective, measure, or expectation, a negative incentive fee will result (if applicable). For negative incentive fee, the specific amount will be deducted from the total amount of fee otherwise earned. However, in no event will the amount deducted for failure to meet performance objectives, measures, or expectations exceed the total amount of fee earned on all regular and stretch incentives.

FEE PLAN
SECTION J

APPENDIX H

FOR THE PERIOD OCTOBER 1, 2000 – SEPTEMBER 30, 2001

1. The total available fee pool for FY01 as set forth in Clause B.4 entitled “Estimated Cost and Fee” of this Contract is allocated as follows:

   Base Fee – none
   Award Fee – none
   Performance fee – 100%

2. 20% of the available positive incentive fee in Clause B.4, and -15.2% of negative incentive fee, is allocated to a Comprehensive Incentive. The performance incentive “FHI – Comprehensive” establishes the bases to measure comprehensive performance. The remaining performance fee amount is allocated to the objectives, measures and/or expectations as follows:

   Objective – 0.0%
   Measures – 0.0%
   Expectations – 100%

3. The specific percentage of fee assigned to an individual objective, measure, or expectation is set forth in the Performance Incentives. Available fee is suballocated into fee for regular performance, stretch performance, and negative fee for poor performance. If the contractor fails to meet a given performance objective, measure, or expectation, a negative incentive fee will result (if applicable). For negative incentive fee, the specific amount will be deducted from the total amount of fee otherwise earned. However, in no event will the amount deducted for failure to meet performance objectives, measures, or expectations exceed the total amount of fee earned on all regular and stretch incentives.

Section J

Appendix I

Small Business
Subcontracting Plan

APPENDIX I

SMALL BUSINESS
SUBCONTRACTING PLAN

(ATTACHMENT FOLLOWS)

Small, Small Disadvantaged and Woman-Owned Small Business
Subcontracting Plan for FY 1999

November 29, 1998

Consisting of 6 pages including this face sheet

[for further information on the Subcontracting Plan, please visit the website below:]

http://www.hanford.gov/phmc/contract/mods/m069/index.html

Small, Small Disadvantaged and Woman-Owned Small Business
Subcontracting Plan for FY 1998

January 28, 1998

consisting of 7 pages
including this face sheet

[for further information on the Subcontracting Plan, please visit the website below:]

http://www.hanford.gov/phmc/contract/mods/m039/index.html

Small, Small Disadvantaged and Woman-Owned Small Business
Subcontracting Plan for FY 1997
Revised

January 28, 1997

consisting of 7 pages
including this face sheet

[for further information on the Subcontracting Plan, please visit the website below:]

http://www.hanford.gov/phmc/contract/mods/m039/index.html

APPENDIX J

PROJECT HANFORD

Information regarding DOE organization charts for the Hanford Site work is available on the Internet at http://www.hanford.gov/doe/hrm/org/charts.htm.

APPENDIX K

ORGANIZATIONAL CONFLICT OF INTEREST

APPENDIX L

CUSTOM COMPUTER SOFTWARE AGREEMENT

Section J

Appendix M

Wage Determinations Under the
Service Contract Act

APPENDIX M

WAGE DETERMINATIONS UNDER THE

SERVICE CONTRACT ACT

(The following wage determinations apply)

(Note: Of the above wage determinations, the following were issued to FH subcontractors under the Blanket Wage Determination Program with the identified application dates).

Wage Determination #	Application Date
94-2569, Rev. 3 94-2569, Rev. 5 94-2569, Rev. 8	2/28/96 to 2/28/97 2/28/97 to 2/28/98 2/28/98 to 2/28/99

APPENDIX M

Attachment 1

Note: Electronic copy can be found at:

http://www.hanford.gov/phmc/contract/conformed/section-j.html#M

APPENDIX M

Attachment 2

Note: Electronic copy can be found at:

http://www.hanford.gov/phmc/contract/mods/m074/index.html

APPENDIX M

Attachment 3

Note: Electronic copy can be found at:

http://www.hanford.gov/phmc/contract/mods/m074/index.html

APPENDIX M

Attachment 4

Note: Electronic copy can be found at:

http://www.hanford.gov/phmc/contract/mods/m074/index.html

APPENDIX M

Attachment 5

Note: Electronic copy can be found at:

http://www.hanford.gov/phmc/contract/mods/m039/index.html

Section J

Appendix N

"Special Bank Account Agreement For Use With The
Checks-Paid Method of Letter of Credit Financing
October 1, 1999 Through September 30, 2000"

APPENDIX N

"Special Bank Account Agreement For Use With The
Checks-Paid Method of Letter of Credit Financing
October 1, 1999 Through September 30, 2000"

(For the most recent version of Modification M037, please go to the following Internet site:

http://www.hanford.gov/phmc/contract/mods/m037/index.html

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M088

This modification incorporates the following performance incentives into the contract:

1. FH-RC-1 Facilities and Systems Operational for SNF Movement
2. FH-RC-2 Accelerate 324/327 Deactivation
3. FH-CP-1 Provide Waste Management Services
4. FH-CP-2 Stabilize Pu
5. FH-CP-3 Retrieve and Ship TRU Offsite
6. FH-CP-4 Treat and Dispose MLLW
7. FH-AS-1 Assist in the Creation of Non-Hanford Jobs
8. FH-AS-2 Transition Excess Property for Re-Use/Sale

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M088

FEE PLAN
SECTION J

APPENDIX H

FOR THE PERIOD OCTOBER 1, 1999 - SEPTEMBER 30, 2000

1. The total available fee pool for FY00 as set forth in Clause B.4 entitled "Estimated Cost and Fee" of this Contract is allocated as follows:

Base Fee - none
Award Fee - none
Performance fee - 100%

2. $3 million of the available positive incentive fee in Clause B.4, and $5.95 million of negative incentive fee, is allocated to a Comphrehensive Incentive. The performance incentive "FH-Comprehensive" establishes the bases to measure comprehensive performance. The remaining performance fee amount is allocated to the objective, measures and/or expectations as follows:

Objectives – 0.0%
Measures – 0.0%
Expectations – 100%

3. The specific percentage of fee assigned to an individual objective, measure, or expectation is set forth in the Performance Incentives. Available fee is suballocated into fee for regular performance, stretch performance, and negative fee for poor performance. If the contractor fails to meet a given performance objective, measure, or expectation, a negative incentive fee will result (if applicable). For negative incentive fee, the specific amount will be deducted from the total amount of fee otherwise earned. However, in no event will the amount deducted for failure to meet performance objectives, measures, or expectations exceed the total amount of fee earned on all regular and stretch incentives.

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M090

This modification incorporates the following performance incentives into the contract:

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M089
Attachment 1

Section J

Appendix M

Wage Determinations Under the
Service Contract Act

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M089
Attachment 2

PART III - LIST OF DOCUMENTS
EXHIBITS AND OTHER ATTACHMENTS

SECTION J

APPENDIX C

DOE DIRECTIVES

Federal Regulations and applicable Washington Administrative Code (i.e., WAC 173-303, etc.) governing DOE activities, and the following Directives are applicable to work and activities conducted/accomplished by Contractors at the Hanford Site. In addition, the applicability of given Environment, Safety, and Health (ES&H) Directives to a specific facility or work activity/project may be determined through the Standards/Requirements Identification Document (S/RID) process, as approved by the appropriate DOE authority. Upon approval of an S/RID, that set of requirements is the ES&H directive/requirements set applicable to the facility, work/activity or project and supersedes the ES&H directives included in this list of Directives.

DOE ORDERS AND NOTICES

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M089
Attachment 3

Section J

Appendix N

"Special Bank Account Agreement For Use With The
Checks-Paid Method of Letter of Credit Financing
October 1, 1999 Through September 30, 2000"

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M089
Attachment 4

Section J

Appendix I

Small Business
Subcontracting Plan

Fluor Hanford, Inc.
DE-AC-06-96RL13200
Modification M103

DE-AC-06-96RL13200
Modification M110

1. The second paragraph of Section C.3 A is changed as follows:

   FROM
   "This project has the lead to ensure waste minimization programs are applied across the Hanford Site in accordance with DOE/RL-91-31, Hanford Site Waste Minimization and Pollution Prevention Awareness Program Plan (RL, 1997a)."

   TO
   "This project has the lead to ensure waste minimization programs are applied across the Hanford Site in accordance with the Hanford Site Waste Minimization and Pollution Prevention Awareness Program Plan identified in Appendix C of the contract."

2. The following directives are deleted from Section J, Appendix C:

   DOC. NUMBER	REVISION	TITLE
   DOE 5480.31		Startup and Restart of Nuclear Facilities
   DOE O 5480.16A		Firearms Safety
   RLID 470.1 SAS		Corrective Action Management System
   DOE 5480.26		Trending and Analysis of Operations Information Using Performance Indicators dated January 15, 1993

3. The following RL Directives are added to Section J, Appendix C - DOE Directives (RL Directives):

   DOC. NUMBER	REVISION	TITLE
   DOE G 205.3-1		Password Guide
   DOE N 205.3		Password Generation, Protection, and Use
   DOE O 210.1	1&2	Performance Indicators and Analysis of Operations
   DOE O 425.1A		Startup and Restart of Nuclear Facilities
   DOE N 473.4		DOE Badges
   CRD 110.3		Conference Management
   CRD 440.1		Firearms Safety
   CRD 470.1		Safeguards and Security Program Requirements
   DOE/RL-91-31	4	Hanford Site Waste Minimization and Pollution Awareness Program Plan

4. Also in Section J, Appendix C, the revision number of the following standard is updated:

   DOC. NUMBER	REVISION	TITLE
   HSL&T-1 is now--		Hanford Site Lock and Tag Standard
   HSL&T-1	Rev 1	Hanford Site Lock and Tag Standard

5. Attachment 1 to this modification shows the revised Section C, Page C-12. Attachment 2 to this modification is an updated Section J, Appendix C, that incorporates the above changes.

DE-AC-06-96RL13200
Modification M110
Attachment 2

PART III - LIST OF DOCUMENTS
EXHIBITS AND OTHER ATTACHMENTS

SECTION J

APPENDIX C

DOE DIRECTIVES

Federal Regulations and applicable Washington Administrative Code (i.e., WAC 173-303, etc.) governing DOE activities, and the following Directives are applicable to work and activities conducted/accomplished by Contractors at the Hanford Site. In addition, the applicability of given Environment, Safety, and Health (ES&H) Directives to a specific facility or work activity/project may be determined through the Standards/Requirements Identification Document (S/RID) process, as approved by the appropriate DOE authority. Upon approval of an S/RID, that set of requirements is the ES&H directive/requirements set applicable to the facility, work/activity or project and supersedes the ES&H directives included in this list of Directives.

DOE ORDERS AND NOTICES

DE-AC-06-96RL13200
Modification M112
Page 2 of 47

This modification incorporates the following FY 2001 performance incentives into the contract:

DE-AC-06-96RL13200
Modification M112
Page 47 of 47

FEE PLAN
SECTION J

APPENDIX H

FOR THE PERIOD OCTOBER 1, 2000 – SEPTEMBER 30, 2001

1. The total available fee pool for FY01 as set forth in Clause B.4 entitled “Estimated Cost and Fee” of this Contract is allocated as follows:

   Base Fee – none
   Award Fee – none
   Performance fee – 100%

2. 20% of the available positive incentive fee in Clause B.4, and -15.2% of negative incentive fee, is allocated to a Comprehensive Incentive. The performance incentive “FHI – Comprehensive” establishes the bases to measure comprehensive performance. The remaining performance fee amount is allocated to the objectives, measures and/or expectations as follows:

   Objective – 0.0%
   Measures – 0.0%
   Expectations – 100%

3. The specific percentage of fee assigned to an individual objective, measure, or expectation is set forth in the Performance Incentives. Available fee is suballocated into fee for regular performance, stretch performance, and negative fee for poor performance. If the contractor fails to meet a given performance objective, measure, or expectation, a negative incentive fee will result (if applicable). For negative incentive fee, the specific amount will be deducted from the total amount of fee otherwise earned. However, in no event will the amount deducted for failure to meet performance objectives, measures, or expectations exceed the total amount of fee earned on all regular and stretch incentives.

DE-AC-06-96RL13200
Modification M121
Page 4 of 4

FY 2000 PERFORMANCE INCENTIVES FIRE IMPACT