PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

SECTION J

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

KEY PERSONNEL

SECTION J

APPENDIX A

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

ADVANCE UNDERSTANDING ON PERSONNEL COSTS

POLICIES AND PROCEDURES

SECTION J

APPENDIX B

1.0 INTRODUCTION

This Appendix B supplements Clauses H-2 (Promises and Commitments), H-28 (Advance Understanding on Personnel Costs, Policies, and Procedures), H-34 (Labor Relations), and I-60 (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

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.

4.1 Administration of Wages and Salaries of nonrepresented employees shall be carried out in accordance with sound wage and salary administration principles and in a manner which shall provide for equitable treatment of personnel on a definitive, systematic basis consistent with economic business practices and judicious expenditure of public funds and which shall result in payment of total compensation to individual employees conforming to the standards of reasonableness as contemplated by FAR Subpart 31.205-6.

4.1.1 Salary Increase Fund - Prior to each salary program year, the Contractor will develop and justify, in a manner prescribed by the Contracting Officer, a Salary Increase Fund for exempt employees and a Salary Increase Fund for nonexempt-nonbargaining employees for review and approval. The funds are calculated as a percentage of exempt and nonexempt-nonbargaining base payroll at the end of the prior salary year, expressed as an annualized amount.

All increases are charged to the fund on an annualized basis. Once an individual's salary increase is charged to the fund, reuse of that amount, i.e., recovery, for any other purpose during the salary year is unallowable. If an individual terminates before receiving an increase, the portion of the fund allocated for that increase may remain in the fund.

The Contractor shall also provide a copy of the annually developed salary guidelines prepared for supervisory use, indicating the parameters for granting various increases based on employee performance and current salary.

The dollar amounts of the funds shall be subject to review and adjustment by the Contracting Officer upon a significant reduction in Contractor employment levels, as in a reduction-in-force.

4.1.2 Individual Employee Salary Approval - The base annual salary costs for employees of the Contractor and Major Subcontractors designated as Key Personnel are reimbursable only to the extent each such salary has been approved on DOE Form 3220.5, Application for Contractor Compensation Approval, or other approved form, by the Contracting Officer.

The Contractor will provide supporting information with DOE Form 3220.5 (or other approved form) on all compensation actions well in advance of the proposed effective date.

4.1.3 Incentive Compensation and Bonuses and Project Assignment Allowances will not be allowable costs under this Contract.

4.1.4 Salary Structures - The contractor shall establish separate salary structures containing position grades, classifications, and salary ranges for Exempt and for Nonexempt Nonbargaining employees who are assigned to work on the Contract. The structures shall be submitted to the Contracting Officer for review and approval in advance of incurrence of costs. No salary above the maximum of the salary range shall be allowable except in those cases where a "red circle" rate is authorized.

4.1.5 Overtime Control Plan - The Contractor shall submit to the Contracting Officer for approval an annual overtime control plan that includes at a minimum (1) an overtime premium fund (maximum dollar amount); (2) specific controls for casual overtime for nonexempt employees; and (3) an evaluation of alternatives to the use of overtime.

The Contractor shall submit to the Contracting Officer for approval any additional overtime premium funds or plan changes based on mission requirements.

The Contractor shall submit any request for an extended workweek to the Contracting Officer for approval. An extended work week is a workweek regularly scheduled and established in excess of the basic workweek of 40 hours and for a period of more than four consecutive weeks.

The Contractor shall submit a semi-annual report that includes for non-exempt and exempt employees:

1. total cost of overtime;
2. total cost of straight time;
3. overtime cost as a percentage of straight-time cost;
4. total overtime hours;
5. total straight-time hours and
6. overtime hours as a percentage of straight-time hours.

Exempt employees are not eligible for overtime pay except as approved by the Contracting Officer.

Overtime pay shall be based on a 40-hour workweek.

Overtime work performed by employees of affiliate companies of the Contractor or Major Subcontractors, assigned to Contract work on a temporary basis, will be administered and paid in accordance with the policies of the affiliate.

4.1.6 Premium Pay. The Compensation Program shall contain provisions for any established premium payments to employees, such as overtime, shift differential and special qualification or certification pay.

4.1.7 Compensation Reports - The Contractor shall submit reports and information relating to the administration of wages, salaries and benefits as the Contracting Officer may require from time-to-time to evaluate the reasonableness of the Contractor's total compensation program.

4.2 Compensation - Employee Welfare and Other Benefit Plans

4.2.1 General

Net costs of employer payments for the following non-statutory employee benefit plans, as related to work under this Contract, are allowable subject to the limitations and conditions set out in FAR 31.2. The initial terms and conditions of the plans shall be submitted to and must be approved by the Contracting Officer. Copies of employee communications, such as Summary Plan Descriptions, shall be provided to DOE when issued. Costs incurred in the administration of the following plans are allowable:

Life Insurance Plan
Accidental Death & Dismemberment Plan
Short Term Disability Plan
Medical Insurance Plan (Indemnity, HMO, PPO, other)
Dental Insurance Plan
Vision Care Plan
Long Term Disability Plan
Retiree Medical and Life Insurance Plans

Other Benefit Plans

Flexible Spending Account(s)
Employee Assistance Program

4.2.2 Separation Pay

1. The cost of separation pay allowances for employees with one (1) or more years of continuous service who are laid off for lack of work will be allowable in accordance with the Contractor's policy. The initial policy, and any changes thereto which increase costs, require the approval of the Contracting Officer.
2. In the event that responsibility for performance of work and services or operation of part or all of the Government-owned facilities under this Contract (including standby protection and maintenance functions) is assumed by another contractor or Government agency, employees who are transferred to the employ of, or who are offered employment within their same classification or at positions of comparable responsibility by such contractor or agency, which employment will commence within thirty (30) days after being laid off, will not be paid any separation pay allowance.

4.3 GROUP PENSION PLANS

4.3.1 General - Costs of the Contractor's and Major Subcontractors' participation with other Hanford Site contractors in the Operations and Engineering Pension Plan, the Hanford Contractors Multi-Employer Pension Plan for HAMTC Represented Employees, and the Hanford Guards Union Pension Plan, or identical plans as approved by the Contracting Officer, will be allowable for the purpose of providing retirement benefits only to employees under the Contract, and former employees of predecessor Hanford contractors, who are eligible to participate in one or the other of the Plans in accordance with their terms. The Plans must be established and maintained as qualified defined benefits plans under the regulations of the Internal Revenue Service. The Plan and Trust documents and any amendments thereto which effect substantive changes or increase costs are subject to the approval of DOE. With respect to each of the plans, the parties agree as follows:

4.3.2 Administration of the Plans

1. Costs of employer contributions incurred and accrued under the terms of said plans and costs incurred in the course of their administration are allowable to the extent approved by DOE. All accounting for such contributions shall be on an accrual basis. At DOE's request, the Contractor shall provide an itemization of costs incurred for administration. The Plan Fund, not the Contractor, shall be liable for costs incurred in the course of administration.
2. The Contractor will provide to DOE copies of the following annual reports within seven months following the close of each plan year:
   1. Accounting reports and annual actuarial valuations. The reports and valuations will include at least the information specified in DOE Order 3830.1.
   2. IRS Form 5500 with schedules and attachments, as submitted to the Internal Revenue Service each year.
   3. Financial Accounting Standards Board (FASB) Statement 87 Report. A copy of the FASB 87 report is prepared each year to satisfy the expense-reporting requirement of the Office of Management and Budget.

      The final accounting period shall end with the effective date of Contract termination or expiration.

3. Actuarial gains and losses developed by annual valuations will be taken into account for purposes of establishing contributions to the Plan as soon as reasonably possible and consistent with requirements of the Employee Retirement Income Security Act of 1974; amendments thereto; and, any other applicable laws.
4. The aggregate annual contribution to the pension fund may range from the minimum specified by the Internal Revenue Code (IRC) Section 412(b) to the amount necessary to fully fund the year-end expected current liability. However, the aggregate annual contribution to each plan shall be no less than the minimum specified by IRC Section 412(b) nor greater than the tax deductible limit specified by the IRC Section 404. All contributions to the pension fund shall equal the total amount currently attributable to participants in the Plans. These contributions will be based on the actuarial valuation for the most recent Plan year. The fund shall be a trust.
5. If requested by DOE to do so, the Contractor will participate in Pension Plans established on a multiple employer basis applicable to some or all DOE prime cost-type contractors on the Hanford Site.
6. The contractor will take no action concerning the termination, merger, or spin-off or other action affecting the status of the plans as separate contract-only plans without the approval of the Contracting Officer. If the Contractor and DOE agree to termination of a defined benefit plan, the provisions of Sections 4.3.3 and 4.3.4 below will apply.
7. Unless otherwise required by federal law or resulting from the collective bargaining process, no amendment to any of the Pension Plans shall result in allowable costs under this contract if the adoption date of such amendment is later than 12 months before the termination or expiration date of the Contract.

4.3.3 Actions Required at Contract Termination or Expiration

1. No Replacement Contractor. In the event the Contract expires or is terminated without a replacement contractor, all employee-accrued benefits are to become 100 percent vested immediately irrespective of the Plan's vesting schedule. All employees would receive benefits equivalent to the value of their vested portion consistent with the Employee Retirement income Security Act (ERISA) of 1974.
2. Replacement Contractor Situation. In the event of reassignment of all or a portion of the Contractor's work under this contract to a replacement contractor(s) or upon termination or expiration of said contract followed by a replacement contractor(s) the Contractor will assist DOE in the necessary arrangements for the replacement contractor(s) to take over the Plans, Plan assets and Plan liabilities for the employees who transfer to the replacement contractor. Such arrangements shall include preserving for these employees their Pension Service time under the Contract by carrying forward contractor pension service time to the replacement contractor. Granting of such service credits shall not result in duplicate benefits for the same service time.
3. Change of Plan Sponsor. The DOE shall have the unilateral right to change a plan sponsor upon termination or expiration of the contract.
4. Determination of Contract Service Pension Plan Assets and Liabilities.
   1. Contract Service Assets. Contract Service Assets shall be determined in accordance with B. above and shall include all assets attributable to DOE-funded employer contributions (including investment earnings thereon) and the employee accumulations (including investment earnings thereon) determined at current market value until the date of payment or transfer.
   2. Liabilities for Present and Future Benefits. The Contractor actuary shall determine liabilities for employee plan benefits as of the contract termination or expiration date. Except for active participants retained by the Contractor or Major Subcontractor, or an affiliate, and those switched over to a replacement contractor, liabilities may be determined by purchase, through competitive bidding , of nonparticipating annuities.
      1. Pensioners, Survivors, and Terminated Vested Members. The liabilities for this class shall be equal to the present value of benefits attributable to Contract Service as of the effective date of termination for such pensioners, survivors, and terminated vested members who separated from the Contractor or Major Subcontractor, or a predecessor contractor, prior to the date of contract termination. The present value shall be calculated pursuant to Section 4.3.4 below.
      2. Active Participants Retained by the Contractor, Major Subcontractor, or Affiliate. For active employees who are retained by one of the above, the present value of the projected benefits shall be calculated using the unit credit funding method, service and salary history as of the contract termination date, and pursuant to Section 4.3.4 below. When such employee subsequently terminates his/her employment within two years after contract termination, the value of the unvested portion shall revert to DOE.
      3. Active Participants Terminated at Contract Termination or Expiration. For active employees who are not retained by the Contractor, Major Subcontractors, or affiliates, and who are not switched over to a replacement contractor, the present value of vested accrued benefits shall be calculated pursuant to Section 4.3.4 below.
      4. Active Participants Transferred to Replacement Contractor. No determination of accrued liabilities by the Contractor is required.

4.3.4 FINANCIAL REQUIREMENTS. Funds to be paid or transferred to any party as a result of settlements relating to pension plan termination or spinoff shall accrue interest from the effective date of termination or spinoff until the date of payment or transfer. The rate of accrued interest shall be negotiated in good faith between the parties to the Contract.

1. Terminating Operations, Including Plan Termination.
   1. The Contractor shall calculate pension liabilities attributable to DOE contract work. For this purpose, DOE and the Contractor shall stipulate to one of the following as the basis for the frozen liability calculation:
      1. the market value of annuities,
      2. the rate of return on plan assets,
      3. the FASB 87 discount rate, or
      4. any other appropriate discount rate.
   2. If the DOE-reimbursed assets in the Plan exceed the frozen DOE liability which was calculated according to (1), the Contractor shall reimburse to DOE such excess, together with earnings on that excess.
   3. If ERISA or the Internal Revenue Code restricts the full transfer of excess DOE reimbursed assets from the Plan, the Contractor shall pay any deficiency directly to DOE.
   4. If assets are less than the frozen DOE liability which was calculated according to (1), DOE shall pay such difference to the Contractor subject to the availability of appropriated funds. These payments will be deposited into the pension plan of the terminated or expired Contractor.
2. Successor Contractor. Any DOE-reimbursed assets awaiting transfer to a successor trustee or to DOE shall be actively managed by the Contractor until the successor trustee or DOE is able to assume stewardship of those assets.

4.3.5 SPECIAL PROGRAMS. The Contractor shall advise DOE and receive prior approval for each early-out program, window benefit, disability program, plan-loan feature, employee contribution refund, asset reversion, or incidental benefit.

4.4 GROUP SAVINGS PLANS

The Contractor and Major Subcontractors will maintain three savings plans for employees who are eligible to participate in accordance with their terms; two for bargaining unit employees and one for nonbargaining employees (exempt and nonexempt). The plans must be established and maintained as qualified defined contribution plans under the regulations of the Internal Revenue Service. The Plan and Trust documents and any amendments thereto which effect substantive changes or increase costs are subject to the approval of DOE. With respect to the Plans, the parties agree as follows:

1. Costs of employer matching contributions incurred and accrued under the terms of the Plans are allowable. The Plan fund, not the Contractor, shall be liable for the costs incurred in the course of its administration.
2. The Contractor will provide DOE with annual accounting reports within seven months after the close of a Plan year. In addition, a copy of IRS Form 5500 will be provided to DOE each year when prepared by the Contractor.
3. Employee forfeitures of accrued benefits shall be in accordance with the terms of the Plan and such forfeitures shall be used to reduce Contractor contributions made on behalf of remaining participating employees.
4. In the event of Contract expiration or termination, the Contractor, if requested by DOE to do so, will transfer to a replacement contractor the Plan, Plan assets and Plan liabilities.
5. In the event of Plan termination, including partial termination, resulting from such actions as reassignment, termination, or expiration of the Contract or termination of the Plan by the Contractor, Plan assets shall be distributed in accordance with the terms of the Plan relating to Plan termination and the provisions of the Employee Retirement Income Security Act (ERISA)of 1974, as amended. After satisfaction of all Plan liabilities if there are any Plan assets remaining which are permitted by law to revert to the Contractor, such assets shall become payable to the DOE no later than 30 days following the latest date the Plan assets are permitted to revert to the Contractor under ERISA or any other applicable law.
6. The Contractor will take no action concerning termination, merger, spin-off, or other action affecting the status of the Plans as separate, contract-only plans without the approval of DOE.

4.5 PAID ABSENCES

4.5.1 Personal time off - A Time Off With Pay (TOWP) account may be established for each employee to be used for all personal time off in pay status (vacation, illness, doctor and dentist visits, care of family members, voting). TOWP accrues weekly according to the following schedule:

The maximum account balance shall never exceed 720 hours. No cash out of accrued TOWP time shall be allowed except upon leave of absence or termination of employment.

4.5.2 Holidays - Eligible employees will be granted 10 paid holidays each calendar year as follows:

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 entities 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 1., 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.

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

DOE DIRECTIVES

SECTION J

APPENDIX C

In addition to Federal Regulations and applicable Washington Administrative Code (i.e., WAC 173-303, etc.) governing DOE activities, the following Directives are applicable to work and activities conducted/accomplished by contractors at the Hanford Site. Unless specifically non-applicable by its terms, the actual applicability of given Directives to a specific facility or work activity/project will be determined through the Standards/Requirements Inventory Document (S/RID) process, as approved by the appropriate DOE authority. Upon approval of an S/RID, that set of requirements is the applicable directive/requirements set applicable to the facility, work/activity or project and supersedes this list of applicable Directives.

PART III

SECTION J

APPENDIX D

PERFORMANCE OBJECTIVES, MEASURES, EXPECTATIONS

AND INCENTIVES

For the period of performance beginning on October 1, 1996

1. This contract utilizes a performance-based management system to measure the progress of the Project Hanford Management Contractor (Contractor) in satisfying the contract requirements outlined in Section C, Statement of Work, and these Performance Objectives, Measures, and Expectations. The fee earned is linked to the achievement of performance objectives and expectations to ensure that the Contractor is properly motivated consistent with DOE values, the achievement of strategic objectives, and the completion of milestone activities.

For the purposes of this Contract the following definitions of performance objective, measures and expectations are to be used:

Performance Objective - a statement of desired results.

Performance Measure - a quantitative or qualitative method or characteristic for describing performance.

Performance Expectation - the desired conditions or a target level of performance for a performance measure.

This Section J, Appendix D, includes the Performance Objectives, Measures, and Expectations that DOE has set for the period of performance of this contract (i.e. what DOE expects will be accomplished. The Performance Objectives for this contract have been fixed by the long-term goals of Project Hanford and some are derived from milestones in the Tri-Party Agreement. Further, the performance objectives will be used to determine or provide evidence of satisfactory progress toward the longer term goals of the entire contract period.

The Performance Expectations detailed in the Appendix D have been selected as providing a meaningful yardstick for measuring performance.

Except as otherwise expressly provided in the performance expectation itself, the items of work identified under the performance expectation shall be performed in accordance with the specific performance agreement for the expectation and the specifications/criteria contained therein. The performance agreement specifications criteria shall include among other things, as appropriate, applicable criteria and guidelines contained in the Multi-Year Program Plan (MYPP) or specific project/programs plans referenced in the MYPP, DOE Orders and Directives, and other documents as referenced in this Contract.

This Appendix D, in combination with Section C, Statement of Work, constitutes the minimum performance requirements of the Contract. In addition, successful achievement of all work set forth in Section C and the performance expectations contained in this Appendix D constitutes satisfactory contract performance.

It is important that the Contractor completes (in accordance with contract quality requirements) all contractually identified critical and non-critical milestones on schedule and within estimated costs. The fee provisions in this contract are intended to motivate the Contractor to deliver outcomes exceeding DOE and contract scope of work expectations but are done within approved schedules or budgets. The fee pool system is also intended to reward the Contractor for successfully implementing technologies or processes which achieve results better, faster, and/or cheaper.

2. The performance objectives, measures, and expectations for the period of performance are set forth in Attachment Number 1 to this Appendix.

3. A sample performance agreement is set forth in Attachment Number 2 to this Appendix.

4. The fee distribution for the objectives, measures, expectations, and levels is set forth in Section J, Appendix H.

FACILITIES STABILIZATION
INFRASTRUCTURE
SITE MANAGEMENT
SPENT NUCLEAR FUEL
TANK WASTE REMEDIATION SYSTEM
WASTE MANAGEMENT
INCENTIVE FOR OTHER THAN PHMC CRITICAL FEW OBJECTIVES

This blank form is a sample and available in hard copy from the DOE Reading Room. A paper copy is available for a reproduction fee of $.10 per page at the DOE Reading Room. CLICK HERE to send an e-mail request to the Reading Room for this unnumbered final page to Section J, Appendix D. PLEASE INCLUDE YOUR NAME, MAILING ADDRESS, AND THE SECTION YOU ARE REQUESTING, IN YOUR E-MAIL MESSAGE.

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

MANAGEMENT AND INTEGRATION PLAN

SECTION J

APPENDIX E

INTRODUCTION

An overall Management and Integration Plan for the operation of an integrated site shall be developed by the Contractor. This Plan shall be the executive summary of the total management process the Contractor will use at Hanford. A key element of the Management and Integration 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:

A.Environment, Safety & Health Management Plan

Specific guidance on the DOE ES&H Management Plan is found in Appendix F of this Section J.

B.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.

C.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.

D. 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.

E. Reserved

F.Economic Transition and Outsourcing Plan

The Contractor shall provide an Economic Transition and Outsourcing 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 and Outsourcing Plan, 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.

G.Litigation Management Plan

The purpose of the Litigation Management Plan will be to control the cost of litigation and to provide for employment of only that level of private counsel appropriate to a particular requirement.

The Plan shall comply with the Guidelines set forth in DOE Acquisition Letter 94-13 of August 25, 1994, (Federal Register 44981, dated 8/31/94) and such further instructions as provided by the Contracting Officer.

H.Diversity Plan

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

I.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.

J. 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.

K. 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)).

L. 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.

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

GUIDANCE FOR

ENVIRONMENT, SAFETY AND HEALTH MANAGEMENT PLAN

SECTION J

APPENDIX F

OVERVIEW:

The Environment, Safety & Health (ES&H) Management Plan is to display in detail the ES&H processes, systems and commitments, as well as risks (including, but not limited to environmental, safety and health risks, TPA risks, legal risks, etc.), along with budget plans to address these risks, and proposed performance measures that emerge from this Plan. The Plan shall embody the principles of the Voluntary Protection Program (VPP), Responsible Care, a sitewide integrated safety management program/plan, as well as the utilization of Standards/Requirements Identification and Necessary and Sufficient Processes, and the implementation of environmental requirements including the Tri-Party Agreement (TPA). The Plan should demonstrate implementation of the Hanford Strategic Plan elements relating to worker health and safety and protection of the public and the environment. The Plan should display applicability to all subcontractor, rigorous self-assessment processes, and the development of clear documentation of authorization basis's for all operations and activities.

1. INTRODUCTION AND ORGANIZATION OF ES&H PLAN

2. DESCRIPTION OF INTEGRATED ES&H MANAGEMENT SYSTEM

2.1 Define Mission Objectives

2.2 Organizational Structure, Roles & Responsibilities

2.3 Perform Safety/Hazards Analyses

2.4 Sitewide Safety Plan

2.5 Standards/Requirements Identification (Necessary and Sufficient)

2.6 Establish Authorization Basis

2.7 Policies, Procedures, & Practices

2.8 Work Planning Process

2.9 ES&H Resource Planning & Prioritization

2.9.1 Activity Data Sheet Preparation

2.9.2 Risk-Based Priority Setting

2.9.3 Risk-Management Decision Process

2.9.4 Budget Formulation Submittal

2.10 Personal Selection & Training

2.11 Work Management & Execution

2.12 Performance Assessment

2.13 Feedback & Continuous Improvement

3. ES&H PLAN FOR BUDGET EXECUTION YEAR

3.1 ES&H Risk Management Conclusions

3.2 ES&H Budget Summary

3.3 Performance Measures & Commitments

4. SUMMARY OF PREVIOUS YEAR'S ES&H PERFORMANCE

4.1 Status of Performance Measures & Commitments

4.2 Summary of Actual Costs

1. INTRODUCTION AND ORGANIZATION OF ES&H PLAN

Statement of, and commitment to, the 13 Guiding Principles which drive integrated ES&H management.

Describe the flowdown of the Guiding Principles to the key elements of the ES&H planning, management, and execution process (and where they are treated in this plan).

Describe the organization of this Plan (i.e., Section 2 is a description of the integrated ES&H management system, Section 3 contains the budget execution year ES&H Plan, and Section 4 summarizes last year's ES&H performance.)

2. DESCRIPTION OF INTEGRATED ES&H MANAGEMENT SYSTEM

This Section will provide a summary of the processes and systems used to incorporate ES&H risk management into all phases of work planning, management, and execution; including applicability to all subcontractors.

2.1 Define Mission Objectives

Describe the activity to define the mission objectives and the flowdown of the mission objectives and strategic guidance to the strategic objectives for ES&H.

2.2 Organizational Structure, Roles and Responsibilities

Describe how the Contractor is organized to address ES&H performance including the relationship among internal oversight, service, and line organizations, as well as relationships between the Contractor, DOE, external regulators (WDOE, WDOA, etc.) and oversight (HQ-EH and EM, DNSFB) and external advisory groups (i.e. HAB).

Summary description of the organizational roles and responsibilities for ES&H performance, including the major committees that guide ES&H activities.

Identify the key personnel who are accountable for ES&H performance, and the mechanisms to assure accountability.

2.3 Perform Safety/Hazards/Environmental Compliance Analyses

Describe the integrated safety/authorization basis and the process for assessing the hazards and risks to the workers, public, and environment associated with operating the site and implementing the planned program activities. Identify the documentation associated with these assessments (e.g., HASPs, SARs, S/RIDs, N&S sets, environmental compliance requirements, etc.)

Describe how site workers identify and report workplace hazards, and how these hazards are incorporated into the ES&H management process.

2.4 Sitewide Safety Plan

Develop a sitewide safety plan that demonstrates an integrated approach/policy to safety program management for:

Management Leadership

Employee Involvement

Worksite Analysis

Hazard Prevention and Control

Safety and Health Training

Applicability in a graded manner to subcontractors

Worker rights/obligations

While the ES&H management plan will change annually, the Sitewide Safety Plan should be a more constant articulation of sitewide safety policies that is reviewed annually but only updated as conditions warrant.

2.5 Standards/Requirements Identification (Necessary & Sufficient)

Describe the process of defining the work activities to be performed to accomplish the mission objectives.

Describe the process used to identify and evaluate the set of necessary and sufficient ES&H Standards and Requirements that are applicable and appropriate for the Contractor's programs and operations as a building block to the Authorization Basis.

Confirm the Contractor's commitment to comply with all necessary & sufficient ES&H standards and requirements.

2.6 Establish Authorization Basis

Discuss the process for establishing, approving (with DOE concurrence), and maintaining the authorization basis based on Federal/State statutes and regulations, hazards analyses and the Necessary and Sufficient standards and requirements, including the role of S/RIDs, Environmental Compliance documentation, Safety Analysis Reports (SARs) Technical Safety Requirements (TSRs), Operational Safety Requirements (OSRs), and other ES&H requirements (initially discuss the adoption of previously approved authorization basis's.) The Contractor is responsible for approving the authorization basis with DOE concurrence.

2.7 Policies, Procedures, and Practices

Develop procedures to execute work activities.

Describe the flowdown of the authorization basis requirements to the Contractor and subcontractor policies, procedures, and practices which guide work activities.

Describe the major policies and documents used to guide ES&H activities.

Describe how site workers provide ES&H input into the development of policies, authorization basis's, work plans and procedures used for completing work assignments.

2.8 Work Planning Process

Provide an overview of the Contractor work planning process, including a description of how work is pre-planned to incorporate effective ES&H risk management, and hazard identification, environmental compliance, and how the ES&H needs are factored into the work planning process.

Describe how site workers provide input to the work planning process.

2.9 ES&H Resource Planning & Prioritization

This section will describe the processes used for ES&H activity development, prioritization, and funding decisions, as well as the preparation of the budget formulation submittal of DOE in April.

2.9.1 Activity Description and Documentation (Activity Data Sheet [ADS] Preparation)

Describe the ADS development process.

2.9.2 Risk-based Priority Setting

Describe activity prioritization process.

2.9.3 Risk Management Decision Process

Describe the process for deciding which ES&H activities will be performed and the level of funding for each activity. Discuss the Contractor Work Decision Processes, as well as the decision process for direct funding, including purchase of as-needed services.

2.9.4 Budget Formulation Submittal

Briefly describe the budget formulation submittal sent to the DOE Operations/Field Office in April:

Risk management conclusions for the budget year.

Summary-level 3-Year ES&H budget information.

Roll-up disk including summary-level ES&H ADSs.

2.10 Personnel Selection & Training

Address the approach used to assure properly qualified personnel are available and trained to perform the planned ES&H activities.

2.11 Work Management and Execution

Describe the process for ensuring that funded ES&H activities for the budget execution year are incorporated into the site work authorization and management systems, and executed using these systems.

2.12 Performance Assessment

Describe the process for establishing ES&H performance expectations for the budget execution year based on Operations/Field Office input and the updated ES&H planning information assembled during the Contractor and line program budget formulation. Performance expectations will be established using existing site processes to propose, review, and establish measures.

Describe the process that the Contractor shall use to establish an organization reporting directly to the President of the company and independent of other line management to conduct performance based assessments of facilities and major projects. The assessments will cover, as a minimum, operations, maintenance, environmental compliance, industrial safety, radiological controls, and training for all Contractor major contractors and subcontractors engaged in Hanford Projects, Programs, and Facility Operations. Other areas will be covered as deemed necessary by the Contractor to ensure safe, effective, and efficient operation or project management using the criteria of the DOE approved Authorizations Basis, SAR, Hanford procedures, S/RID's, etc., (or if not yet approved, the implementing DOE Orders.) This organization shall work directly with the Performance Assessment Division of DOE-RL ES&H organization for coordination and oversight.

2.13 Feedback and Continuous Improvement

Address the feedback process used to reflect the results of the performance assessments in the current work plans and in the update of the ES&H Plan for the next budget cycle. This discussion will address the corrective action system used to remedy ES&H concerns and to enhance future performance.

3. ES&H PLAN FOR BUDGET EXECUTION YEAR

The most recent Unicall Submittal will be the basis for this Section. It will be revised to incorporate budget decisions, and to include any new information.

3.1 ES&H Risk Management Conclusions

Summarize the risk management conclusions for the upcoming execution year (updated to reflect recent budgeting decisions), including a summary decision of the major risks and important ES&H issues being managed at the facility.

3.2 ES&H Budget Summary

Summarize the ES&H budget for the upcoming execution year (analogous to the cost prepared for the Unicall Submittal).

3.3 Performance Measures and Commitments

Include the proposed ES&H performance commitments (measures) for the upcoming execution year. It is important that these performance measures address the most significant risks identified, and have performance criteria that are measurable.

4. SUMMARY OF PREVIOUS YEAR'S ES&H PERFORMANCE

This Section will provide a summary of the previous year's ES&H performance, including the actual costs of implementing the ES&H activities.

4.1 Status of Performance Measures and Commitments

Status of the previous year's performance with respect to the measures and commitments negotiated for the previous year.

Summary level conclusions from the previous year's self assessments of ES&H programs and activities.

Status of any major commitments arising from Consent Orders or Agreements with State Agencies or the EPA regarding environmental/ecological obligations.

4.2 Summary of Actual Costs

Summarize the actual ES&H expenditures for the previous year, and how this information will be used in preparing the ES&H Plan for the next budget cycle.

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

GUIDANCE FOR

PREPARATION OF DIVERSITY PLAN

SECTION J

APPENDIX G

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., Clauses I.35 through I.40, 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 and Small Disadvantaged Subcontracting Plan" (FEB 1995) and other small business related clauses (see Section I, Clauses I.27 through I.30). Additionally, the RFP contains additional guidance in an Appendix entitled "Small Business and Small Disadvantaged Business Subcontracting Plan" (see Section J, Appendix I). If the Contractor has already met the requirements under Clause I.28 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.

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

FEE PLAN

SECTION J

APPENDIX H

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

The total available fee pool for FY 97 as set forth in Clause B.4 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) - 54.6%

Measures - 5.4%

Expectations - none

Mega Objective - 40%

This 60% 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 percentage of fee assigned in the particular objective or measure is a percent of the above 60%.

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.

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS

SUBCONTRACTING PLAN

SECTION J

APPENDIX I

Fluor Daniel
Rust Federal Services
Lockheed
DE&S
B&W
Numatec
DynCorp

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

SECTION J

APPENDIX J

PROJECT HANFORD

Appendix J provides the project organization for the Hanford Site work contained in this Contract. The supporting information, including Project Charters, is available in the DOE Public Reading Room, Richland, Washington.

PROJECT HANFORD ORGANIZATION

OFFICE OF THE MANAGER

TANK WASTE REMEDIATION SYSTEMS PROJECT

WASTE MANAGEMENT PROJECT

FACILITY TRANSITION PROJECT

ENVIRONMENTAL RESTORATION PROJECT*

TECHNOLOGY MANAGEMENT PROJECT*

SUPPORT PROGRAMS

Office of Chief Counsel

Office of External Affairs

Office of Training

Office of Environment, Safety & Health

Quality Safety & Health Division

Performance Assessment Division

Environmental Assurance, Permits & Policy Division

Office of Human Resources and Administration

Human Resources Services Division

Procurement Services Division

Business Management Division

Office of Chief Financial Officer

Budget Division

Financial Management Division

Contract Finance & Review Division

Planning & Integration Division

* Workscope in these projects is done by other prime contractors.

HANFORD PROJECTS

TANK WASTE REMEDIATION SYSTEMS PROJECT

Tank Waste Storage

Tank Waste Characterization Project

Tank Safety Issue Resolution Project

Flammable Gas Sub-Project

Ferrocyanide Sub-Project

Organic Tanks and Noxious Vapors Sub-Project

High Heat Tanks Sub-Project

Tank Farms Operations Project

Waste Volume Management, Receipt, Transfer, and Evaporation Sub- Project

Transition 200 East Area to "Safe, Clean, and Stable" Sub-Project

Transition 200 West Area to "Safe, Clean, and Stable" Sub-Project

Cross-site Transfer System Sub-Project

Tank Farms Restoration and Safe Operations Sub-Project

Tank Waste Disposal

Tank Waste Retrieval Project

Single Shell Tank Retrieval Sub-Project

Tank C-106 Sluicing Sub-Project

Double Shell Tank Retrieval Sub-Project

Tank 101AZ Retrieval Sub-Project

Initial DST Retrieval System Sub-Project

Tank Farm Closure Sub-Project

Low Level Tank Waste Project

LLW Pretreatment Sub-Project

LLW Immobilization Sub-Project

High Level Tank Waste Project

HLW Pretreatment Sub-Project

HLW Immobilization Sub-Project

Tank Waste Storage and Disposal Project

HLW Interim Storage Sub-Project

LLW Storage/Disposal Sub-Project

Cs & Sr Capsule Disposition Sub-Project

WASTE MANAGEMENT PROJECT

Spent Fuels Project

Waste Management Services Project

Solid Waste Sub-Project

Liquid Effluents Sub-Project

Analytical Services Sub-Project

Transportation Management Sub-Project

FACILITY TRANSITION PROJECT

Facility Stabilization Project

PUREX Sub-Project

PFP Sub-Project

FFTF/Legacy Facilities/Special Initiatives Sub-Project

B Plant/WESF Sub-Project

300 Area/ SNM Sub-Project

Infrastructure Project

Infrastructure Operations and Maintenance Sub-Project

Real Estate & Property Management Sub-Project

Information and Communication Sub-Project

HAMMER Project

Note: The Environmental Restoration Project workscope is the responsibility of Bechtel Hanford Incorporated under a separate prime contract to DOE.

ENVIRONMENTAL RESTORATION PROJECT

Decontamination and Decommissioning Project

Groundwater Management Project

Remedial Action Project

Environmental Restoration Disposal Facility Project

N Area Project

Note: The Technology Management and PNNL Waste Management Project workscope is presently done under prime contract to DOE by Battelle Memorial Institute, operating the Pacific Northwest National Laboratory.

TECHNOLOGY MANAGEMENT PROJECT

Technology Development Project

Tank Focus Sub-Project

Environmental Molecular Sciences Laboratory (EMSL) Project

PNNL WASTE MANAGEMENT PROJECT

324 B-Cell Cleanout Sub-Project

German Log Disposal Sub-Project

High-level, Vault Tanks Sub-Project

PNNL Building Surveillance and Maintenance Sub-Project

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

ORGANIZATIONAL CONFLICT OF INTEREST

SECTION J

APPENDIX K

Complete, as appropriate, either the Disclosure Statement or the Representation, sign and date form.

Disclosure Statement: (Attach additional pages if more space is needed)

Disclose all information required in DEAR 952.209070(a)(1) (See Section K, No. 22). The list may be in columnar format showing:

1. The company or agency for which the work is being, has been, or will be performed;
2. Nature of the work (brief description);
3. Period of performance for the work;
4. Dollar value of the work; and
5. Sales and marketing activity.

DEAR 970.209-70(a)(2) requires a similar disclosure for any consultants and subcontractors performing covered services under the Statement of Work.

Representation

In accord with DEAR 952.209-70(b), the Offeror,__________________________hereby certifies that to the best of its knowledge, no facts exist, as described in DEAR 952.209-70(a)(1), that are relevant to the work to be performed under this contract.

Signature

Offeror's Name_______________________________________________________

RFP/Contract No._____________________________________________________

Signature____________________________________________________________

Title________________________________________________________________

Date_________________________________________________________________

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

SECTION J

APPENDIX L

CUSTOM COMPUTER SOFTWARE AGREEMENT

between

FLUOR DANIEL, Inc.

("Fluor Daniel")

AND

FLUOR DANIEL HANFORD, Inc.

1. Background

The Department of Energy ("DOE") has entered into a contract, DE-AC06-96RL13200, (the "Contract"), with Fluor Daniel Hanford, Inc. (FDH) under which FDH will perform certain management and integration services (the "Services") at the Hanford site near Richland, WA (the "Site"). Fluor Daniel has developed and is continuing to develop proprietary computer software relating to the management, tracking and reporting activities for complex projects ("FD Software"). FDH can directly utilize certain portions of the FD Software in the performance of the Services. Other portions of the FD Software can be used as a starting point to develop software specific to the Site which is useful in the performance of the Services. Further, software will be originally developed under the Contract by FDH to be used in performing the Services. To maximize the usefulness and efficiency of the foregoing software, FDH will develop the interfacial software required to integrate the separate portions of the software into an internally consistent suite of project management software specific to the Site to be used in performing the Services (the "Site Software").

2. Purpose

The agreement sets forth the ownership and use rights of Fluor Daniel, FDH and DOE regarding all portions of software comprising the FD Software and the Site Software.

3. Origination of Software

Fluor Daniel will provide FD Software which, in the opinion of Fluor Daniel and FDH with concurrence by DOE, will be useful in the performance of Services or which will be useful in the development of Site Software. Such FD Software is identified in Attachment A (Fluor Daniel U.S. Computer Charge Schedule), hereto which shall be updated from time to time as required, and these updates will be delivered to FDH and licensed under the terms of this agreement. FDH will develop software specific to its needs at the site by modification of licensed FD Software, referred to in this agreement as the site Software. Interfacial software required to integrate some FD Software will be developed by FDH prior to Fluor Daniel developing that same software in its normal course of business.

4. Site Software

The purpose of the Site Software is to facilitate the performance of the Services by FDH or a successor contractor. The Site Software will of necessity include trade secret information of Fluor Daniel embodied in the FD Software. The Site Software will be modified as necessary during performance of the Services in response to changing needs and conditions at the Site. Continual modification will, over time, obscure the identity of FD Software, in whole or in part, in the Site Software; however, the Site Software will still retain the Fluor Daniel trade secrets embodied in the original version of the FD Software as initially incorporated into the Site Software. The Site Software shall be known as the "Hanford Data Integrator" or "HANDI."

5. Rights in Software

48 CPR 952.227-78, RIGHTS IN TECHNICAL DATA -- FACILITY (APR SOFTWARE AGREEMENT 1984)

(a) Definitions.

(1) "Technical data" means recorded information, regardless of form or characteristic, of a scientific or technical nature. It may, for example, document research, experimental, developmental, demonstration, or engineering work or be usable or used to define a design or process or to procure, produce, support, maintain, or operate material. The data may be graphic or pictorial delineations in media such as drawings or photographs, text in specifications or related performance or design type documents, or computer software (including computer programs, computer software databases and computer software documentation). Examples of technical data include research and engineering data, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identification, and related information. Technical data as used herein do not include financial reports, costs analyses, and other information incidental to contract administration.

(2) "Proprietary data" means technical data which embody trade secrets developed at private expense, such as design procedures or techniques, chemical composition of materials, or manufacturing methods, processes, or treatments, including minor modifications thereof, provided that such data:

(i) Are not generally known or available from other sources without obligation concerning their confidentiality;

(ii) Have not been made available by the owner to others without obligation concerning their confidentiality; and

(iii) Are not already available to the Government without obligation concerning their confidentiality.

(3) "Unlimited rights" mean rights to use, duplicate, or disclose technical data, in whole or in part, solely in performance of the remedial services at Hanford

(b) Allocation of rights.

(1) The Government shall have:

(i) Ownership in all technical data first produced in the performance of the contract;

(ii) The rights to inspect technical data first produced or specifically used in the performance of the contract at all reasonable times (for which inspection of the proper facilities shall be afforded DOE by the contractor);

(iii) The right to have all technical data first produced or specifically used in the performance of the contract delivered to the Government or otherwise disposed of by the contractor, either as the contracting officer may from time to time direct during the progress of the work or in any event as the contracting officer shall direct upon completion or termination of this contract, provided that nothing contained in this paragraph shall require FDH to actually deliver any technical data, the delivery of which is excused by this Rights in Technical Data clause;

(iv) Unlimited rights in technical data specifically used in the performance of this contract, except technical data pertaining to items of standard commercial design; FDH agrees to leave a copy of such technical data at the facility or plant to which such data relate, and to make available for access or to deliver to the Government such data upon request by the contracting officer; provided, that if such data are proprietary, the rights of the Government in such data shall be governed solely by the provisions of optional paragraph (e) hereof -- "Limited Rights in Proprietary Data;"

(v) The right to remove, cancel, correct, or ignore any marking not authorized by the terms of this contract on an technical data furnished hereunder if, in response to a written inquiry by DOE concerning the propriety of the markings, FDH fails to respond thereto within 60 days or fails to substantiate the propriety of the markings. In either case DOE will notify the FDH of the action taken.

(2) Fluor Daniel through FDH shall have:

(i) The right to withhold its proprietary data in accordance with the provisions of this clause; and

(ii) The right to use for its private purposes, subject to patent, security or other provisions of this contract, technical data it first produces in the performance of this contract provided the data requirement of this contract have been met as of the date of the private use of such data. FDH agrees that to the extent it receives or is given access to proprietary data or other technical, business or financial data in the form of recorded information from DOE or a DOE contractor or subcontractor, FDH shall treat such data in accordance with any restricted legend contained thereon, unless use is specifically authorized by prior written approval of the contracting officer.

(3) Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any licenses or other rights otherwise granted to the Government under any patent or be construed as affecting the scope of any licenses or other rights otherwise granted to the Government under any patent.

(c) Copyrighted material.

(1) FDH shall not, without prior written authorization of the Patent Council establish a claim to statutory copyright in any technical data first produced in the performance of this contract. To the extent such authorization is granted, the Government reserves for itself and others acting on its behalf, a royalty-free, nonexclusive, irrevocable, license for Governmental purposes in the performance of the management and integration services at Hanford.

(2) FDH agrees not to include in the technical data delivered under the contract any material copyrighted by Fluor Daniel or FDH and not to knowingly include any material copyrighted by others without first granting or obtaining at no cost a license therein for the benefit of the Government of the same scope as set forth in paragraph (c) (1) above. If FDH believes that such copyrighted material for which the license cannot be obtained must be included in the technical data to be delivered, rather than merely incorporated therein by reference, FDH shall obtain the written authorization of the contracting officer to include such material in the technical data prior to its delivery.

48 CFR 952.227-79, LIMITED RIGHTS IN PROPRIETARY DATA

Except as may be otherwise specified in this contract as technical data which are not subject to this paragraph, FDH agrees to and does hereby grant to the Government an irrevocable, nonexclusive paid-up license and right to use by or for the Government, any proprietary data of Fluor Daniel specifically used in the performance of this contract; provided, however, that to the extent that any proprietary data when furnished or delivered are specifically identified by FDH at the time or initial deliver to the Government or a representative of the Government, such data shall not be used within or outside the Government, except as provided in the "Limited Rights Legend" set forth below. All such proprietary data shall be marked with the following "Limited Rights Legend."

LIMITS RIGHTS LEGEND (APR 1984)

This technical data contains "proprietary data" furnished under Contract

No. DE-AC06-96RL13200, with the U.S. Department of Energy which may be duplicated and used by the Government with the express limitations that the "proprietary data" may not be disclosed outside of the Government or be used for the purposes of manufacture without prior permission of the following purposes:

(a) This "proprietary data" may be disclosed to other contractors participating in the Government's program of which this contract is a part for information or seen in connection with the work performed under their contracts and under the restriction that the "proprietary data" be retained in confidence and not be further used or disclosed; or

(b) This "proprietary data" may be used by the Government or others on its behalf for emergency repair or overhaul work under the restriction that the "proprietary data" be retained in confidence and not be further used or disclosed.

In addition, this agreement shall be governed by 48 CFR 52.227-23, Rights in Proposal Data, 41 CFR 9-9.102.1, Authorization and Consent, 41 CFR 9-9.110 (a), Notice and Assistance and 41 CFR 9-9.110 (c), Reporting or Royalties, as required under Prime Contract No. DE-AC06-96RL13200.

6. Use of Site Software

DOE is entitled to issue the Site Software in whole or in part, solely for the performance of the Services at the Site by FDH or a successor contractor. FDH, or a successor contractor, shall be entitled to use the Site Software solely to perform the Services at the Site. Fluor Daniel and/or FDH are entitled to use internally only those portions of the Site Software required to integrate the FD Software identified in Attachment A, solely in the conductance of their normal business activities. Such use by Fluor Daniel and/or FDH does not extend to the sale of said software nor to utilization of said software to perform services for others in the manner of a service bureau.

7. Protection of Trade Secrets

FDH and DOE will hold all Site Software in confidence and will restrict its internal disclosure to only those FDH/Subcontractors and DOE employees having a bona fide need for the Site Software who have been advised of the confidentiality and use restrictions herein. Further, FDH or DOE will not disclose the Site Software, in whole or in part, to any third party. The foregoing notwithstanding, DOE may disclose the Site Software to FDH's successor contractors. Prior to such disclosure, DOE will require such contractors to complete a declaration by which such contractors agree not to disclose the Site Software or any of it to any third party, not to make any copies of the Site Software or any of it except as reasonably required to perform the Services at the Site, and not to use the Site Software or any of it other than to perform the Services at the Site.

8. Definition of Software

The terms Site Software and FD Software apply to both source and object code versions of the computer programs and include all design, interface and program specifications, flow charts, schematics, annotations and other information, documentation and manuals required to understand, operate, maintain and/or modify the computer programs.

9. License

Fluor Daniel is providing the FD Software listed in Attachment A and incorporated, the whole or part, into the Site Software in consideration of a paid-up annual license fee to include upgrade costs and maintenance of DELETED DELETED for each individual software package as cited in Attachment A with unlimited site concurrent users. During the time FDH is performing the Services, Fluor Daniel will provide, as part of the license fee, updates, upgrades and enhancements made to FD Software, and prompt assistance to correct or work around any errors in the FD Software listed in Attachment A. This license fee does not include installation or the cost of implementing Site Specific Enhancements.

10. Term and Termination

The term of this Agreement begins on the date first above written and continues until terminated by either party. The provisions of Paragraphs 6, 7, 11 and 12 will survive termination of this Agreement.

11. Representations and Warranties

Fluor Daniel warrants that it has full power and authority to grant the rights granted by the agreement and that to the best of its knowledge the software does not infringe or violate any patent, copyright, trade secret, trademark or any other rights of a third party. Fluor Daniel indemnifies FDH and the Government for any liability including costs and expenses for infringement or violation of such third party rights.

12. General

This Agreement represents the entire agreement between Fluor Daniel, FDH and DOE regarding the FD Software and the Site Software. Except for Attachment A, it will be changed only by written agreement of Fluor Daniel, FDH and DOE. If one party does not enforce a particular provision of this Agreement at any particular time, that provision can still be enforced later. If any provision of this Agreement is determined to be unenforceable, the rest of the provisions still remain in effect. Headings have been used for convenience but they are not a part of this Agreement. This Agreement will be construed and enforced in accordance with the laws of the State of California.

Fluor Daniel and FDH confirm their agreement to the foregoing by having this Agreement signed on their behalf in the space provided below.

FLUOR DANIEL, Inc. FLUOR DANIEL HANFORD, Inc.

BY: BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:

DEPARTMENT OF ENERGY

BY:

NAME:

TITLE:

DATE:

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

SPECIAL BANK ACCOUNT AGREEMENT

SECTION J

APPENDIX L

Effective October 1, 1996, advance payments for allowable costs in the base contract period shall be made under a letter-of-credit arrangement. During the transition period the Contractor, DOE, and the financial institution shall by mutual consent modify the existing agreement (basic format per DEAR 970.3271) to reflect the change in legal entity and to update certain provisions.

PART III - LIST OF DOCUMENTS

EXHIBITS AND OTHER ATTACHMENTS

WAGE DETERMINATION UNDER THE

SERVICE CONTRACT ACT

SECTION J

APPENDIX M

This section of the contract is not available electronically on this Web page. A paper copy is available for a reproduction fee of $.10 per page at the DOE Reading Room. CLICK HERE to send an e-mail request for Section J, Appendix M to the Reading Room. PLEASE INCLUDE YOUR NAME, MAILING ADDRESS, AND THE SECTION YOU ARE REQUESTING, IN YOUR E-MAIL MESSAGE.