Amendment of Solicitation/Modification of Contract

DE-AC06-96RL13200
Modification M002

H.55 TRANSITION AND TRANSFER - WORK SCOPE

1. Purpose Effective as of 12:01 a.m. on October 1, 1996, Contractor will accept the assignment of certain obligations, rights, title and interest from WHC, ICF KH and BCSR, all as specifically set forth in the Transfer Agreement executed by the DOE, FDH, WHC and ICF KH on September 30, 1996. The purpose of this contract clause H.55 is to set forth certain understandings with respect to transfer and close-out activities.

2. Definitions For purposes of this contract clause H.55 and contract clause H.56, the following definitions shall apply:

   WHC	Westinghouse Hanford Company
   ICF KH	ICF Kaiser Hanford Company
   M&O Contract	DE-AC06-87RLI0930
   PHMC Contract	DE-AC06-96RL13200
   Transfer Date	October 1, 1996
   Transfer Agreement	The TransferAgreement executed by Westinghouse Hanford Company, Fluor Daniel Hanford, Inc., ICF Kaiser Hanford Company and the DOE, effective as of 12:01 a.m. on October 1, 1996.

   Other terms used in this contract clause H.55 and in contract clause H.56 which are initially capitalized shall have the meanings defined in the Transfer Agreement.

3. Responsibilities In accordance with contract clause C. in this PHMC Contract, and in a manner so as to not interfere with the performance of this PHMC Contract, FDH shall provide the following assistance in closing out the M&O Contract, the ICF KH Subcontract and the BCSR Subcontract:
   1. FDH shall provide necessary indirect support including, but not limited to, emergency services, access and use of the Hanford Site integrated voice-data telecommunication system, access and use of the Hanford Local Area Network, and other Hanford Site resources.

   2. FDH shall provide necessary government-owned property including, but not limited to, computers, photocopiers, office furniture, fax machines, office supplies and equipment and similar items.

   3. FDH shall make arrangements with other Hanford Site contractors, including the Hanford Environmental Health Foundation, necessary for close-out activities.

   4. FDH shall provide, with the DOE Contracting Officer's approval, necessary clerical and secretarial support to support close-out activities.

   5. Subject to any DOE restrictions, for purposes of all close-out activities, including litigation, claims, and administrative hearings arising under the M&O Contract, the ICF KH Subcontract and the BCSR Subcontract, FDH shall provide WHC, ICF KH and BCSR on a non-interference basis:
      1. Reasonable access to all data, documents and records transferred to FDH that are necessary to the close-out activities including defense or prosecution of such litigation, claims or hearings. Access shall be reasonable considering the urgency of the matter, but whenever possible, FDH shall receive at least one (I) working day's advance notice of the need to review records together with a description of the type, nature, and location (if known) of the records requested for review. In addition, FDH shall provide reasonable access, considering the urgency of the matter, to relevant employees including employees of Subcontractors who possess, control, or have knowledge of where the records may be located or can provide background information on the records. FDH shall not be required to release documents generated by FDH or its Subcontractors which are protected from release by the attorney-client, or work product privilege or without the consent of individuals who hold a legally recognized privacy interest in the record.

      2. Reasonable access to FDH employees or employees of any of its Subcontractors necessary for such close-out activities including the prosecution or defense of any litigation, claims, or hearing (including grievances and arbitrations) not assigned to FDH by the Transfer Agreement and retained by WHC or for legal administrative claims or actions which arise on or after the Transfer Date. FDH shall provide WHC reasonable access considering the urgency of the matter, but whenever possible, FDH shall receive at least one (I) working day's advance notice or as FDH and WHC may further agree. FDH shall receive reasonable access to WHC, ICF KH and BCSR employees to assist FDH in the prosecution or defense of any legal or administrative action, including grievances and arbitrations, transferred or assigned for management purposes to FDH by the Transfer Agreement or which arise on or after the Transfer Date.

      3. Subject to all security and safety laws, rules, regulations, and internal DOE Orders or Directives, FDH shall provide reasonable access to the Hanford Site as necessary for such close-out activities including the prosecution or defense of any litigation, claims, or hearings.

      In the event a requested access is denied, FDH shall immediately notify the DOE providing the reasons for such denial. Final decision on denied access will be made by the Manager RL and is not subject to the disputes clause of this PHMC Contract.

   6. FDH shall cooperate with WHC in the collection of any balance that may be due and owing on any corporate travel and telephone credit card held by a former WHC employee who becomes employed by FDH or its Subcontractors.

   7. Consistent with the WHC College Educational Reimbursement Program, FDH shall assume and accept all of WHC's current liabilities and obligations for educational expenses for those WHC employees who become employees of FDH or its Subcontractors as identified on Attachment 7.L. to the Transfer Agreement, provided however such program(s) may be modified in the future.

   8. With respect to certain WHC, ICF KH and BCSR employees who are on domestic assignment at midnight on September 30, 1996, FDH agrees to continue the reimbursement of such assignments as set forth in the individual assignment agreement until such time as the employee is returned to the Hanford Site or the assignment is otherwise changed.

   9. FDH shall complete all reasonable administrative and other actions necessary to effect the transfers as set forth in the Transfer Agreement.

H.56 TRANSITION AND TRANSFER - COSTS AND FUNDING

1. Purpose The purpose of this contract clause H.56 is to set forth certain terms and conditions that apply to the transition and transfer activities as set forth in the Transfer Agreement executed by the DOE, Contractor, WHC and ICF KH effective as of 12:01 a.m. on October 1, 1996.

2. Assignment of Agreements, Obligations. Rights. Title and Interest
   WHC, ICF KH, and BCSR had certain obligations, rights, title and interest prior to the Transfer Date which were assigned to FDH and its Subcontractors pursuant to the provisions of the Transfer Agreement. The DOE and Contractor recognize that the terms, circumstances, regimes, requirements, conditions, and commitments contained in or relating to:
   1. purchase orders, subcontracts, agreements and leases for real property, the Cooperative Research and Development Agreements, the Uranium Sales Request Proposal and the other agreements referred to in Sections 2.A, 2.B, 2.C, 2.D and 2.E of the Transfer Agreement (hereinafter collectively referred to as the "Assigned Agreements"); and

   2. intellectual property, software licenses and confidentiality or non-disclosure agreements referred to in Sections 3.A, 3.B and 3.C of the Transfer Agreement (hereinafter collectively referred to as the "Assigned Intellectual Property Agreements"); and

   3. financial and administrative commitments referred to in Section 7 of the Transfer Agreement (hereinafter collectively referred to as the "Financial Commitments"); and

   4. labor grievances, arbitrations and litigation, and other matters referred to in Sections 8.B., 8.C., 8.D., 8.E., 8.F. and 8.G. of the Transfer Agreement (hereinafter referred to as "Matters"); and

   5. environmental or other permits referredto in Section 9 of the Transfer Agreement (hereinafter referred to as the "Environmental Permits); and

   6. Hanford Site Workforce Restructuring Plan referred to in Sections 10.A. and 10.B. of the Transfer Agreement (hereinafter referred to as the "Restructuring Plan"); and

   7. Enhanced Retirement and Special Voluntary Reduction of Force Programs referred to in Section 10.C. of the Transfer Agreement (hereinafter collectively referred to as the "VRF Programs"); and

   8. pension, savings and benefits plans referred to in Section 11 of the Transfer Agreement (hereinaRer collectively referred to as the "Plans); and

   9. the actions and activities referred to in Paragraphs D, F and G of this contract clause H.56 (hereinafter collectively referred to as "Paragraphs D, F and Gn);

   were entered into in connection with, and/or resulted from the M&O Contract, and may not be consistent with the terms and conditions of this PHMC Contract. The DOE agrees that Contractor and its Subcontractors can administer and act with respect to the above documents, agreements and activities under the terms of the assigned document or agreement and is not required to make modifications thereto in order to achieve conformance with the terms and conditions of this PHMC Contract. Contractor and its Subcontractors, however, may as they deem appropriate make such conforming modifications to said documents and agreements without further approval from the DOE.

3. Costs

   The DOE and Contractor agree that all costs of administering the items set forth in Paragraph B above and including those incurred by reason of any claim, cost (including attorney's fees, mediation, arbitration or resolution and defense costs), demand, charge, expense, fine, penalty, liability, settlement, damages, including, but not limited to, investigation and remediation of hazardous materials, bodily injury to or death of any person, or damage to or destruction of any real or personal property, benefit plan funding, consequential, incidental, special or indirect damages, including without limitation, loss of profits, interest, product or business interruption, increased costs of operations and maintenance or staffing needs, remedy of employment or reinstatement, costs associated with decisions regarding disputed interpretations, however the same may be caused, and whether discovered before or after the Transfer Date, or similar payment ("Payments) made or due in accordance or in connection with the terms and conditions of or arising out of circumstances relating to the Assigned Agreements, Assigned Intellectual Property Agreements, Financial Commitments, Matters, Environmental Permits, Restructuring Plan, VRF Programs, Plans, or Paragraphs D, F and G, shall be allowable and reimbursed by the DOE to Contractor notwithstanding the terms and conditions of this PHMC Contract, and any restrictions or limitations herein, whether or not such Payments relate to events arising before or after the Transfer Date, and howsoever arising; provided, however, that Payments shall not be reimbursed, except as considered appropriate by the Contracting Officer, if they are caused solely as a result of the lack of good faith or the willful misconduct of Contractor's key managerial personnel.

4. Agreements and Leases for Certain Real Property

   The DOE has directed that Contractor or its Subcontractor, DynCorp Tri-Cities Services, Inc., accept the assignment of the leases of the following three parcels of real property from WHC: (1) 712 Swift, Suite 4, Richland, Washington, (2) 3090 George Washington Way, Richland, Washington, and (3) 3070 George Washington Way, Richland, Washington, as set forth in Section 2.B. of the Transfer Agreement. As the third-party tenants of the three parcels referred to above, will not be under the control of, or in contractual privity with, Contractor or its Subcontractor, DynCorp Tri-Cities Services, Inc., the DOE shall defend, indemnify and hold Contractor and its Subcontractor, DynCorp Tri-Cities Services, Inc., harmless from and against any and all claims, costs, suits and damages, including attorney's fees, arising out of, or in connection with, said third-party tenants' occupancy of said parcels, and howsoever arising.

5. Transfer of Government-Owned Real and Personal Property

   Notwithstanding the transfer of the care, custody and control of the government-owned real and personal property referred to in Sections 13.A. and 13.B. of the Transfer Agreement, for the one (I) year period following the Transfer Date, Contractor and its Major Subcontractors shall be entitled to conduct an inventory, survey and assessment of said government-owned real and personal property. Should Contractor or its Major Subcontractors discover any differences between WHC's representations and the actual circumstances with respect to said government-owned real and personal property, said differences shall be considered pre-existing conditions in accordance with the terms of this PHMC Contract. Contractor shall not be liable under this PHMC Contract for any government-owned real and personal property transferred to Contractor or its Major Subcontractors which is subsequently determined by reconciliations and condition surveys to have been lost, stolen, damaged or otherwise unaccounted for as of the Transfer Date.

6. Personnel

   The DOE and Contractor agree that actions taken under this contract clause H.56 and the Transfer Agreement relating to the employment of personnel, the transfer of benefit plans and other employment related plans and obligations, and the displacement of employees are being accomplished at and in accordance with the directions of the DOE.

7. Mapping

   During the period from August 6, 1996 to September 30, 1996, employees of WHC, ICF KH and BCSR were mapped to FDH and its Subcontractors. The DOE and Contractor agree that during the period from October 1, 1996 through December 31, 1996, some of the former employees of WHC, ICF KH and BCSR who were mapped by FDH or its Subcontractors on October 1, 1996, may be remapped among FDH or its Subcontractors. For purposes of compliance with contract clause H.2, employees who are remapped pursuant to this Clause H-56 will be treated, with respect to salary and other related provisions, as if such employees had been mapped directly from the incumbent to the final employing Subcontractor.

8. Accuracy of Information

   Contractor and its Subcontractors will rely upon information supplied by WHC, ICF KH and BCSR or others in performing the work pursuant to the terms of this PHMC Contract. The DOE and Contractor agree that the accuracy of such information is not within Contractor's and its Subcontractors' control, and that Contractor and its Subcontractors shall not be liable for its accuracy, nor for its verification.

9. Drug-Free Workplace

   The DOE and Contractor agree that no drug testing will be required for the former employees of WHC, ICF KH or BCSR who become employed by Contractor or its Subcontractors on October 1, 1996. At all other times, Contractor and its Subcontractors will follow the drug testing requirements set forth in the program(s) in place pursuant to the provision of clause I of this PHMC Contract.

2. Add the following clause which applies to the work being performed under this contract to Section I, Contract Clauses:

   I.182 DEAR 970.5204-26 NUCLEAR SAFETY (APR 1984)

   1. The activities under this contract include the operation of nuclear facilities. The contractor recognizes that such operation involves the risk of a nuclear incident which, while the chances are remote, could adversely affect the public health and safety as well as the environment. Therefore, the contractor will exercise a degree of care commensurate with the risk involved.

   2. The contractor shall comply with all applicable regulations of DOE concerning nuclear safety and with those requirements (including reporting requirements and instructions) of DOE concerning nuclear safety of which it is notified in writing by the contracting officer.

   3. Prior to the initial startup of any nuclear facility under this contract and prior to any subsequent startup following a change which represents a significant deviation from the procedures, equipment, or analyses described in the safety analysis reports or other hazards summary reports for that facility, the contractor shall:
      1. Prepare a safety analysis report and detailed plans and procedures designed to assure the safe operations and maintenance of the facility in accordance with applicable DOE regulations and directives. For nuclear reactors and critical facilities, technical specifications shall also be provided.

      2. Establish nuclear safety control procedures to be used within the contractor's organization to insure competent independent review and internal approval of the safety analysis report and the detailed plans and procedures specified in (1) above.

      3. Submit to the contracting officer for his approval such procedures relating to nuclear safety as may be designated by him.

      4. Carry out a program of initial training and periodic requalification designed to assure that all personnel who will be engaged in nuclear operations or maintenance understand the approved plans and procedures for nuclear safety and are qualified to perform their assigned functions; and

      5. Obtain the approval of the contracting officer prior to start-up of the facility.

   4. In the operation and maintenance of any nuclear facility under this contract, the contractor shall:
      1. Use all reasonable efforts to assure that all operational and maintenance activities are performed by qualified and adequately trained personnel, and except as otherwise agreed in writing, are conducted under the supervision of personnel who are qualified and authorized to evaluate any emergency condition and take prompt effective action with respect thereto.

      2. Operate the facility within the technical specifications or operational safety requirements which are approved by the contracting officer.

      3. Follow strictly the procedures relating to nuclear safety approved by the contracting officer in paragraph (c)(3) of this section, and submit to the contracting of officer for his approval, any proposed changes in such procedures.

      4. Establish an auditable, well-defined, internal safety review and inspection system approved by the contracting of officer (including review and inspection reports by competent technical personnel) that will: (i) Provide frequent and periodic checks of facility performance and of the qualifications and training of operating and maintenance personnel, and (ii)provide for investigation of any unusual or unpredicted conditions that might affect safe operation.

      5. Report promptly to the contracting officer any change in the physical condition of the facility or its operating characteristics that might, in the judgment of the contractor, affect the safe operation of the facility.

      6. Terminate operations at the facility immediately whenever so instructed by the contracting officer, or whenever, in the judgment of the contractor, the risk of a nuclear incident endangering persons or property warrants such action.

      7. Prepare, in cooperation with other services and facilities available at the site and with the approval of the contracting officer, a plan for minimizing the effects of a nuclear incident upon the health and safety of all persons on the site; participate as directed in the integration of the contractor's and contracting officer's emergency plans with the responsible state and local government's emergency plans for protection of the public offsite; instruct its personnel as to their participation in such plans and any personal risk to such personnel that may be involved; and participate in such practice exercises as may be desirable to assure the effectiveness of such plans.

      8. At an appropriate time as determined by the contracting officer, prepare and submit to the contracting officer for his approval, shutdown, decommissioning, decontamination and property management plans leading to orderly and safe program disposition of the nuclear facility and any associated nuclear wastes or other hazardous material.

      9. In the event that the contractor fails to comply with said standards and requirements of DOE, the contracting officer may, without prejudice to any other legal or contractual rights of DOE, 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 the contracting officer. The contractor shall make no claim for an extension of time or for compensation or damaes by reason of or in connection with such work stoppage.

3. The following changes to Part I - The Schedule, Section C, Statement of Work and section J, Appendix D - Performance Objective, Measures, Expectations and Incentives are made:
   1. Section C, page C-l, last paragraph of Notes on the Statement of Work, and Page C-C-l, paragraph C.7, subparagraph B (13) are revised to reflect a date of September 16, 1996, in lieu of August 15, 1996, for submittal of the list of subcontracts which the contractor does not wish to have assigned to it.

   2. Section C, page C-10, paragraph C.2 subparagraph C (6) is revised to reflect a date of January 1, 1997, in lieu of October 1, 1996, for submittal of a Diversity Plan.

   3. Section C, page C-l0, paragraph C.7, subparagraph B (8) is revised to reflect a date of October 1, 1996 for Comment Draft and December 31, 1996, for Management Plan in lieu of September 1, 1996, for a final ES&H Management Plan.

   4. Section C, page C-40, paragraph C.7, subparagraph B (9) is revised to reflect a date of September 20, 1996, in lieu of September 1, 1996, for submittal of proposed billing rates for FY-97 to DOE.

   5. Section J, Appendix D - Site Management, page 4, item 5.1.1 is revised to reflect a date of December 31, 1996, in lieu of November 1, 1996, for submittal of an ES&H Management Plan.