Detailed below and incorporated into this contract is a list of negotiated promises made by the Contractor in its contract proposal, dated March 25, 1996, which have not been identified elsewhere in this contract as a contract requirement. It is recognized that, as appropriate, these promises and commitments may be covered by a performance measure and/or an incentive fee arrangement. However, whether or not the promises/commitments are ever the subject of a performance measure and/or incentivization, the Contractor is expected to, in good faith, strive to meet the stated objectives as part of contract compliance. The extent to which the Contractor is able to achieve success and the extent to which the promises/commitments have been kept shall be considered by DOE in any determination to exercise the Options provided for in Section B of this contract.

The Contractor agrees to the following:

In filling employment positions for work under the contract, other than for management positions, the Contractor, including Major Subcontractors, niche or other subcontractors, and outsourced entities agree to hire employees from the workforce of the incumbent contractor and its integrated subcontractors (Westinghouse Hanford Company, ICF Kaiser Hanford, and Boeing Computer Services Richland). The number and type of positions to be established, the salary/pay rate ranges for all positions, and the terms and conditions of such employment, except as noted below, are at the sole discretion of the Contractor or Major Subcontractors.

For purposes of this contract, management positions are defined as those above the first-line managerial/supervisory level and as those typically responsible for subordinate staff, budget oversight, and/or policy-making decisions.

After operations begin, subsequent vacant positions (other than those covered under paragraph (1) above) shall be filled in accordance with the Contractor’s normal business practices, subject to any other applicable requirements of this contract, including Section 3161 of the National Defense Authorization Act for Fiscal Year 1993 (see Clauses H.31 through H.33).

Employees currently employed by the incumbent Contractor and its integrated subcontractors other than management positions who are offered and accept employment with the Contractor and its Major Subcontractors will be paid base salary/pay rates equivalent to the base salary/pay rates they are being paid at the time of the offer if the position for which they are being hired entails duties and responsibilities substantially equivalent to the position last held with the incumbent Contractor.

Employees hired from the previous incumbent Contractor and its integrated subcontractors whose base salaries/pay fall above the maximum rate of the new salary/pay rate range, and who are placed in positions substantially equivalent to their existing position, will be placed in a “red circle” classification. The employees will continue to receive their most recent salary/pay rate paid by the incumbent Contractor or integrated subcontractor, but they shall receive no base salary/pay adjustments until such time as the rate range is increased to include their base salary/pay. They will then be eligible for increases that will result in being paid no more than the maximum of their range.

Employees hired from the previous incumbent Contractor or integrated subcontractors and whose salaries/pay fall below the minimum of the rate range, and who are placed in positions substantially equivalent to their existing positions shall have their salaries/pay rate increased to the minimum of the range.

The Contractor and Major Subcontractors shall assume the assets, liabilities, and other obligations and continue the defined benefit pension plans (does not include any defined contribution plans) of the incumbent Contractor and integrated subcontractors, on a multiple employer basis for employees of the Contractor and its Major Subcontractors.

The Contractor and Major Subcontractors shall offer an Internal Revenue Service qualified defined contribution plan(s) for employees of the Contractor and its Major Subcontractors that will accept employee account assets and liabilities from the 401(k) plans of the incumbent Contractor and its integrated subcontractors. The provisions of the plan(s) are at the sole discretion of the Contractor and its Major Subcontractors.

The Contractor and Major Subcontractors shall credit the length of service of employees currently employed by the incumbent Contractor and its integrated subcontractors, who are hired for work under this contract or under the subcontracts of Major Subcontractors, toward the service period required for benefits of this contract or subcontracts of Major Subcontractors relating to vacations, sick leave, health insurance, layoff, recall, or other benefits. This includes accepting severance pay credits earned by the employees of the incumbent contractor and integrated subcontractors to the extent that the employees have not exercised any severance pay rights with the incumbent contractor and its integrated subcontractors.

The Contractor and Major Subcontractors shall respect the right of employees to self-organization; to form, join, or assist labor organizations; to bargain collectively through representatives of their own choosing; and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection, or to refrain from any or all of such activities. The Contractor and its Major Subcontractors will be performing substantially similar operations at the same site as the predecessor incumbent Contractor and its integrated subcontractors; and, as a result of the hiring preference, a majority of their potential bargaining unit employees are likely to be former employees of the predecessor incumbent contractor and its integrated subcontractors who had been represented by the respective certified collective bargaining agent. Therefore, the collective bargaining representative of such employees is to be accorded full recognition for negotiating their terms and conditions of employment, and the Contractor shall initially consult with the respective certified collective bargaining agent regarding the initial terms and conditions of employment of those employees who had been represented by the certified collective bargaining agent. The Contractor shall be obligated to recognize and bargain with the certified collective bargaining agent of the predecessor’s bargaining unit employees as a successor employer, consistent with the National Labor Relations Act.

The Contractor shall initially provide for continuity of insurance coverage of employees of the incumbent contractors and their predecessors who are absent and receiving payments under the following programs: Long Term Disability, Short Term Disability, and Workers’ Compensation, and including any then current COBRA (Consolidated Omnibus Budget Reconciliation Act) participation in a health benefits insurance program. Such insurance coverage shall be provided under the same terms and conditions as provided in existing programs, including the right of management to change those terms and conditions, where applicable.

The Contractor shall initially provide for continuity of insurance coverages (health, life, other, as applicable) of employees who have retired from the incumbent contractors or their predecessors to the extent currently provided by the incumbents. Such insurance coverage shall be provided under the same terms and conditions as provided in existing programs, including the right of management to change those terms and conditions, where applicable.

The Contractor shall work with DOE and the Tri-Cities to create a local economy which is substantially less dependent on a DOE Hanford payroll. The Contractor commits, with LMHC, to help create 3000 new jobs in the Tri-City area* by the end of the five year contract period. The Contractor will assume 70% of the balance of jobs, following validation of the cumulative number of jobs created through FY 1999, by RL.

*As defined by the FY 1999 “Economic Transition Plan for Project Hanford,” MP-006.

The Contractor shall outsource 50% of funds expended by 2001 to other than Major Subcontractors, including outsourcing by the Major Subcontractors, and within five years, 60% of all outsourced dollars shall be directed to local, regional, and Native American businesses. The Contractor shall also establish a SB/SDB loan program. For purposes of this paragraph, outsourcing means contractual commitments to entities other than the Contractor and Major Subcontractors as defined in this contract.’’

The Contractor shall leverage local economic benefit from execution of this contract, and from the worldwide industrial and commercial interest of the Contractor and its Major Subcontractors.

The Contractor shall reduce DOE capital and fixed operations costs.

The Contractor shall progressively increase the ratio of outsourced jobs to site staff.

In collaboration with PNNL, the Contractor shall implement technology transfer and intellectual property management programs to stimulate commercialization, privatization, and entrepreneurship.

The Contractor shall aggressively pursue conversion of valuable Hanford assets (people, intellectual property, equipment, material, facilities) to commercial productive use.

The Contractor shall mentor local suppliers and Contractors to help bring their systems and deliverables into line with best-in-class criteria and shall create financial incentives that encourage best-in-class suppliers outside the region to establish and serve from a Tri-Cities base of operations.

The Contractor shall implement the DOE Mentor/Protege program at Hanford, based on the model developed at Fernald.

The Contractor shall set up a loan program with financing available to the local business community for capital expenditure or mobilization for new work at Hanford. Businesses that are not able to obtain traditional financing shall have access to capital through Prin Vest, using their Project Hanford subcontracts as collateral.

Incentives shall be a cornerstone of the Contractor’s technology transfer program. Inventors will benefit through royalty sharing, equity ownership in license-based new businesses or the opportunity to start a new business. The Contractor shall establish an Entrepreneurial Leave of Absence program. The Contractor shall coordinate with their Purchasing to leverage idle site facilities, equipment, and materials for the benefit of local businesses and new business creation. The Contractor shall market these resources aggressively, and shall work closely with organizations such as the TRIDEC to leverage these assets into jobs.

In the licensing arena, the Contractor will work with PNNL to provide reduced royalty terms and other incentives for licensees who agree to establish businesses in the region.

The Contractor’s technology transfer activity will ‘include industrial and commercial relationships (from CRADAs and licensing to Facility User, Technical Assistance, and Funds-In Agreements).

Working closely with PNNL, the Contractor shall ensure that intellectual property and technologies arising from the PHMC are evaluated for commercial potential and, where appropriate, offered for licensing.

The Contractor shall perform a Technology Audit and Resource Inventory to produce a database of transferable skills, tools, and capabilities. This continuing process shall promote awareness of Hanford assets, prerequisite to targeting candidates for outsourcing, privatization, licensing, cooperative research and development, technical assistance, facility user agreements, and non-mission asset loan or transfer.

The Contractor and its Major Subcontractors shall invest a combined total of $3 million or more during the period from contract award through September 30, 1997, to bring new jobs to the Tri-Cities.

The Contractors investment in economic transition begins with relocation of six growth-oriented business operations to the area by October 1, 1997. The Contractor’s investment continues with the commitment of up to 12 percent of the fees earned above $7 million, through PHMC performance to benefit the community. This reinvestment shall be structured to leverage the skills, relationships, and purchasing power of the PHMC to the benefit of the Tri-Cities. The proposed step formula for contributions in any given year is:

• 6% of total fees earned between $7 million and $14 million

• 8% of total fee over $7 million if fee is between $14 million and $28 million

• 12% of total fee earned over $7 million if fee is over $28 million.

The Contractor and its Major Subcontractors shall immediately bring six new subsidiaries or affiliates to the Tri-Cities. By October 1, 1996, 2525 Hanford jobs, and incumbent personnel, shall be outsourced into these organizations, subject to adjustment to reflect actual adjustments in the number of employees, due, for example, to employee elections to accept the retirement package offered by DOE, available through August 30, 1996.

The Contractor commits to the subsequent expansion of these businesses into non-Hanford markets.

The Contractor shall assume major non-billable costs and shall significantly reduce DOE’s costs in the first year, with continued savings in the out-years, in the areas of A&E, general engineering, construction management, and procurement. The 1350 personnel performing these functions will reside in a new regional office pursuing work for both Project Hanford and non-Hanford clients, Fluor Daniel Northwest (FDNW). This office shall pursue commercial work to support growth to an additional 125 new jobs above the baseload of 1350 jobs outsourced from Project Hanford. FDNW shall support subcontractor affiliates in their efforts to bring jobs and enterprise to the Tri-Cities. In addition to architect-engineering and construction management, the office shall house regional business lines providing training, temporary services, systems engineering, and project management.

The Contractor and Major Subcontractors shall work with local and state governments and economic development groups to target “anchor” industries, evaluate infrastructure development needs, attract targeted businesses, and promote new starts, relocations, and investments in Tri-Cities initiatives. The Contractor shall maintain close ties to corporate executives who are responsible for specific business areas (e.g., foods, pulp and paper, infrastructure, manufacturing, information and communications, environmental, mining, power) to gain access to client and supplier bases.

The Contractor, working with TRIDEC, shall assign and supply experienced people from the Contractor’s parent corporation commercial businesses to assist TRIDEC in attracting new businesses and counsel local citizens wishing to start or expand a business. Professionals experienced in developing business plans, financial evaluations, and marketing plans will be made available for this program under TRIDEC auspices.

The Contractor agrees to form Columbia Basin Ventures, Inc. (CBV) to provide direct investment or third-party financing to business opportunities that offer high potential for regional growth.

The venture will maintain close working ties with the Project Hanford Office of Technology Management and Economic Transition, but shall provide a complementary resource to focus on non-Hanford business and technology. The Contractor and its Major Subcontractors shall establish a $7.56M investment fund (this number represents the Contractor’s share in the $10M original investment fund) from their private resources for use by CBV. Credit will be given against this fund for prior Contractor participation (without LMHC) in CBV through FY 1999.

CBV shall work through existing local agencies (e.g., TRIDEC, Tri-Cities ports and municipalities, and the Benton Franklin Regional Council), providing personnel from the Contractor’s parent corporation commercial businesses to support their initiatives and enhance their effectiveness. Personnel expert in industrial recruitment shall be assigned to TRIDEC. CBV shall exert the corporate leverage developed by these companies. The Contractor shall put this buying power and supplier network to use in efforts to attract industry and broaden the market reach of Hanford spin-off companies. CBV shall provide and attract investment capital for local ventures and shall partner with local academic (WSU, CBC), research (PNNL), economic development organizations and industry organizations to help create jobs in the Tri-Cities area.

The Contractor shall partner with the northwestern division of the Associated Western Universities (AWU NW). The Contractor shall broaden the consortium’s training activity associated with the University/DOE Laboratory Cooperative Science Education Program (Lab Coop) fellowships at Hanford. The Contractor shall develop an engineering Mentorship Program to bring science and engineering students into contact with the Contractor and Major Subcontractor managers at engineering and environmental remediation projects.

The Contractor shall work with Columbia Basin College (CBC) and Washington State University Tri-Cities (an AWU NW member) to design and implement education/training programs keyed to markets that can use skills acquired at Hanford in order to assist the diverse Hanford workforce transition more effectively into the private sector. This effort will be integrated into the Site-wide Training Program.

The Contractor shall form a Community Involvement Team to be a primary vehicle for the PHMC civic and regional involvement. The team will be administered by a senior executive of the PHMC’s Office of External Stakeholders, and will help mobilize and support personal commitments to community support activity.

PHMC employees will be encouraged to donate their time to instruction in local schools through programs such as MathCounts, Engineer-in-the-Classroom, and partnering with local elementary schools to provide science or computer instruction and supplies. Managers shall be encouraged to donate a minimum of 40 hours/year in community service. This involvement shall be a consideration in manager performance evaluations.

In order to provide consistency with personnel qualification on the Hanford Site, the Contractor shall submit a Sitewide Qualification and Training Plan (see Section J, Appendix E). This Plan 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:

Assignment of responsibilities both with the DOE Richland Operations Office (RL) and any Hanford central training organizations.

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.

How the Contractor will recognize and use equivalent training and/or reciprocity for training.

A system to track flowdown of training requirements to subcontractors.

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.

A system to track training completed (needs to be part of the Human Resources “People Soft” system (see Section C.2.C.(3)).

General

Contractor is required to comply with all environmental laws, regulations, and procedures applicable to the work being performed under this Contract. This includes, but is not limited to, compliance with applicable Federal, State and local laws and regulations, interagency agreements such as the Hanford Federal Facility Agreement and Consent Decree [aka Tri-Party Agreement (TPA)], consent orders, consent decrees, and settlement agreements between DOE and Federal and State regulatory agencies.

Environmental Permits

This clause addresses the following permit scenarios:

(1) where the Contractor is the sole permittee; (2) where the Contractor and DOE are joint permittees; (3) where multiple Contractors are permittees.

Contractor as Sole Permittee. To the extent permitted by law and subject to other applicable provisions of the contract that impose responsibilities on DOE, and provisions of law that impose responsibilities on DOE or third parties, the Contractor shall be responsible for obtaining in its own name, shall sign, and shall be solely responsible for compliance with all permits, authorizations and approvals from Federal, State, and local regulatory agencies which are necessary for the performance of the work required of the Contractor under this Contract. Under this permit scenario, that Contractor shall make no commitments or set precedents that are detrimental to DOE or other Contractors. Contractor shall coordinate its permitting activities with DOE, and with other Hanford Site Contractors which may be affected by the permit or precedent established therein, prior to taking the permit action.

Contractor and DOE as Joint Permittees. Where appropriate, required by law, or required by applicable regulatory agencies, DOE shall sign permits as owner or as owner/operator with Contractor as operator or co-operator, respectively. DOE will co-sign Hazardous Waste permit applications as owner/operator where required by applicable law. In this scenario, the Contractor must coordinate its actions with DOE.

Multiple Contractors as Permittees. Where appropriate, in situations where multiple Contractors are operators or co-operators of operations requiring environmental permits, DOE shall sign such permits as owner or co-operator and affected Contractors shall sign as operators, or co-operators, respectively. In this scenario, the Contractor must coordinate as appropriate with DOE and other Contractors affected by the permit.

Permit Applications

The Contractor shall provide to DOE for review and comment in draft form any permit applications and other regulatory materials and permits submitted to regulatory agencies for the purposes of obtaining a permit. In the event the permit application is required to be co-signed, submitted by DOE, or is related to a permit in which DOE is a permittee, the Contractor shall provide the application for review and comment. All such materials shall be provided to DOE initially not later than 90 days prior to the date they are to be submitted to the regulatory agency. Contractor shall provide final regulatory documents to DOE at least 30 days prior to the date of submittal to the regulatory agencies for DOE’s final review and signature or concurrence which shall be performed by DOE in a prompt manner.

Financial Responsibility

DOE agrees that if bonds, insurance, or administrative fees are required as a condition for permits obtained by Contractor under this Contract, such costs shall be allowable. In the event such costs are determined by DOE to be excessive or unreasonable, DOE shall provide the regulatory agency with an acceptable form of financial responsibility. Under no circumstances shall the Contractor or its parent be required to provide any corporate resources or corporate guarantees to satisfy such regulatory requirements.

Copies, Technical Information

The Contractor shall provide DOE copies of all environmental permits, authorizations, and regulatory approvals issued to the Contractor by the regulatory agencies. DOE shall, upon request, make available to the Contractor access to copies of all environmental permits, authorizations, and approvals issued by the regulatory agencies to DOE that the Contractor may need to comply with applicable law. The Contractor and DOE shall provide to the other copies of all documentation, such as, letters, reports, or other such materials transmitted either to or from regulatory agencies relating to the contract work. The Contractor and DOE shall maintain all necessary technical information required to support applications for revision of DOE or other Hanford Site Contractor environmental permits when such applications or revisions are related to Contractor’s operations. Upon request, Contractor or DOE shall provide to the other access to all necessary and available technical information required to support applications for or revisions to permits or permit applications. The Contractor shall provide to DOE a certification statement relating to such technical information in the form required by the following paragraph.

Certifications

The Contractor shall provide a written certification statement attesting that information DOE is requested to sign was prepared in accordance with applicable requirements. The Contractor shall include the following certification statement in the submittal of such materials to DOE:

“I certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information, the information is, to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including the possibility of fine and imprisonment for knowing violations.”

The certification statement shall be signed by the individual authorized to sign such certification statements submitted to Federal or state regulatory agencies under the applicable regulatory program. DOE shall provide a similar statement for information provided by DOE to the Contractor to be included in any Contractor permit application.

Fines, Penalties, Allowable Costs

The Contractor shall accept, in its own name, service of proposed notices, or notices of, correction, penalty, fine, violation, administrative orders, citation, or notice of alleged violations, (e.g., NOC, NOP, NOF, PNOV, NOV, NOAV) and any similar type notices issued by Federal or State regulators to the Contractor resulting from or relating to Contractor’s performance of work under this Contract, without regard to liability. The Contractor shall immediately notify DOE of such receipt and shall provide copies or originals of such documents as soon as possible thereafter. The allowability of the costs associated with fines and penalties shall be governed by provisions of this contract and applicable law. The Contractor shall have plenary authority to allocate any fines and penalties among its subcontractors based on criteria developed by Contractor and applied in Contractor’s sole discretion. The Contractor shall indemnify and hold harmless DOE and its employees, officers, agents from any costs, claims (including third-party claims for damage to persons or property), demands, fines or penalties, including reasonable legal costs, resulting from any failure of the Contractor to comply with applicable permit or regulatory requirements, or resulting from any obligations DOE may incur as a result of signing defective or non-conforming permit applications or submittals prepared by or under the direction of Contractor.

Negotiations

DOE may in its discretion choose to be in charge of, and direct, all negotiations with regulatory agencies regarding permits, fines, penalties, and any other proposed notice, notice, administrative order, and any similar type of notice as described in paragraph G above. As directed or required by DOE, the Contractor shall participate in negotiations with regulatory agencies; however, the Contractor shall not make any commitments or offers to regulators purporting to bind or binding the Government in any form or fashion, including monetary obligations, without receiving written authorization or concurrence from the Contracting Officer or his/her authorized representative prior to making such offers/commitments. Failure to obtain such advance written approval may result in otherwise allowable costs being declared unallowable and/or the Contractor being liable for any excess costs to the Government associated with or resulting from such offers/commitments.

Termination, Expiration, Permit Transfer

In the event of expiration or termination of this Contract, DOE may require the Contractor to take all necessary steps to transfer without cost to DOE some or all environmental permits held by the Contractor. DOE will assume responsibility for such permits, with the approval of the regulating agency, and the Contractor shall be relieved of all liability and responsibility to the extent that such liability and responsibility results from the acts or omissions of a successor Contractor, DOE, or their agents, representatives, or assigns. The Contractor shall remain liable for all unresolved costs, claims, demands, fines and penalties, including reasonable legal costs, arising prior to the date such permits are transferred to another party. Contractor shall not be liable for any such claims occurring after formal transfer unless said claims result from Contractor’s action or inaction that occurred prior to transfer.

Miscellaneous

The Contractor shall accept assignment or transfer of permits currently held by DOE and its existing Contractor. The Contractor may submit for DOE’s consideration, requests for alternate review, comment, or signature schedules for environmental permit applications or other regulatory materials covered by this clause. Any such schedule revision shall be effective only upon written approval from the Contracting Officer.

In the performance of this contract, the Contractor shall use an earned value management system (EVMS) that is recognized as meeting the best business practice guidelines provided in ANSI/EIA-748 Standard, Earned Value Management System.

The Contractor shall apply the system to the contract and shall be prepared to demonstrate to the Contracting Officer that the EVMS meets the guideline referenced in paragraph A of this clause.

The Contracting Officer may require integrated baseline reviews. The objective of the integrated baseline review is for DOE and the Contractor to jointly assess areas, such as the Contractor’s planning, to ensure complete coverage of the statement of work, logical scheduling of the work activities, adequate resourcing, and identification of inherent risks. The Contractor is responsible for evaluation of its system. This includes self-evaluation of the system, conformity with the standard, and notification to the Contracting Officer of any significant system changes.

The Contractor agrees to provide access to all pertinent records and data requested by the Contracting Officer or duly authorized representative. Access is to permit Government surveillance to ensure that the EVMS complies, and continues to comply, with the criteria referenced in paragraph A of this clause.

The Contractor shall require subcontractors to comply with the requirements of this clause for applicable work scope.

The RL Manager or designee shall have sole discretion to determine when an emergency situation exists at the Hanford Site, except for RPP facilities, affecting site personnel, the public health, safety, the environment, or security. In the event the RL Manager or designee determines such an emergency exists, the RL Manager or designee will have the authority to direct any and all activities of the Contractor and subcontractors necessary to resolve the emergency situation. The RL Manager or designee may direct the activities of the Contractor and subcontractors throughout the duration of the emergency.

The Contractor shall include this clause in all subcontracts at any tier for work performed at the Hanford Site.

In the event of a specific imminent environmental, health, or safety hazard, identified by facility line management, DOE Facility Representatives, operators, or facility health and safety personnel overviewing facility operations, the individual or group identifying the specific imminent hazard situation should immediately take actions to eliminate or mitigate the hazard. This shall be accomplished by directing the operator/implementer of the activity or process causing the imminent hazard to shutdown the activity or the facility or by initiating emergency response actions or other actions to protect the health and safety of the workers and the public and to protect DOE facilities and the environment. (DOE designated Facility Representatives provide technical oversight of operations to help line management ensure that the facilities are operated in a safe, healthful, and environmentally acceptable manner in accordance with DOE Orders and other requirements. As such, they have “Stop Work” and “Shutdown Authorization” authority.)

In the event an imminent environmental, health, or safety hazard is identified, the individual or group that identified the hazard should coordinate with an appropriate Contractor official, who will direct as needed, broader shutdown actions or other actions, as required. Such mitigating actions should subsequently be coordinated with the RL Manager, the facility/site DOE management, and the facility/site Contractor management. The shutdown direction should be promptly confirmed in writing from the cognizant Contracting Officer.

This authority is in addition to the contract clause entitled “Stop-Work Order – Alternate I.”

In the event of a non-imminent environmental, health, or safety hazard identified by facility line managers, facility operators, health and safety personnel overviewing facility operations, or by independent oversight organizations, the individual or group identifying the potential environmental, health or safety hazard may recommend corrective action or facility shutdown. However, the recommendation must be coordinated with the Contractor management at the facility, the responsible DOE manager, and the RL Manager. Any written direction to shutdown operations will be issued in coordination with the Contracting Officer.

After shutdown, an operation or facility may become operational only after receiving written authorization from the RL Manager, or his delegated authority, in coordination with the Contracting Officer.

The Contractor shall provide in its purchasing system, required under the contract clause entitled “Subcontracts (Cost Reimbursement and Letter Contracts),” for policies, practices, and procedures for the flowdown of appropriate requirements of this clause to subcontractors performing work on-site at a DOE-owned or -leased facility. Such subcontracts shall provide for the right to stop work under the conditions described herein.

The Contracting Officer reserves the right to have any of the work contemplated by Section C, Statement of Work, of this contract performed by either another Contractor or to have the work performed by Government employees.

Work may be withdrawn. (1) in order for the Government to conduct pilot programs; (2) if the Contractor’s estimated cost of the work is considered unreasonable; (3) for less than satisfactory performance by the Contractor; or (4) for any other reason deemed by the Contracting Officer to be in the best interests of the Government.

If the withdrawn work has been authorized under an annual Work Authorization Directive, the work shall be terminated in accordance with the procedures in the contract clause entitled “Termination (Cost-Reimbursement).”

If any work is withdrawn by the Contracting Officer, the Contractor agrees to fully cooperate with the new performing entity and to provide whatever support is required.

Work for Other Government Agencies

DOE may authorize the Contractor to perform non-DOE funded work involving the use of DOE facilities and resources, including Contractor staff, provided that the work is consistent with applicable laws and regulations and satisfies DOE policies regarding mission compatibility and competition with the private and public sectors.

When a work request is submitted by a sponsoring, non-DOE entity, the Contractor shall, when requested by DOE:

The performance of non-DOE funded work shall be subject to the provisions of this contract and to other applicable rules, regulations, and policies as may be specifically directed to the Contractor’s attention by the Contracting Officer.

Work for Non-Government Entities

The Contractor may also propose the use of Government-owned facilities, equipment and other property on a non-interference basis for private work and private work for other entities. The Contractor agrees to reimburse DOE for such use either on a full-cost recovery basis at rates approved by the Contracting Officer or such other basis consistent with federal law, and as approved by the Contracting Officer.

Local Community Assistance

The Contractor may conduct programs of local community assistance to mitigate adverse impacts of closure or reconfiguration of DOE facilities. Such programs may provide for the lease or transfer of DOE property at less than fair market value in accordance with the Hall Amendment (Public Law 103-160, Sections 3154 and 3155). Any lease or transfer of DOE property under this program must be prior-approved in writing by the Contracting Officer.

Definitions

“Buy item” means a unit of work effort or a requirement to be produced or performed by an outside source, including a subcontractor or an affiliate, subsidiary, or division of the Contractor.

“Make item” means a unit of work effort or a requirement to be produced or performed by the Contractor using its personnel and other resources at the DOE facility or site.

“Master make-or-buy program” means a Contractor’s written program for the contract that identifies work efforts that either are “make items” or “buy items.”

Make-or-Buy Program

Master Make-or-Buy Program. The Contractor shall initiate, develop, or adopt a Master Make-or-Buy Program that establishes a preference for buying items and work effort on a least cost basis, subject to specific DOE make-or-buy criteria identified in this contract or otherwise provided by the Contracting Officer. The Contractor shall submit for approval a plan documenting the Master Make-or-Buy Program.

Implementation. Once the Master Make-or-Buy Plan is approved, the Contractor shall perform in accordance with the Master Make-or-Buy Plan.

Submission and approval. The Contractor shall submit the Master Make-or-Buy Plan as part of its Economic Transition and Outsourcing Plan for approval by December 1, 1996.

The following documentation shall be prepared and submitted:

Changes to the Master Make-or-Buy Plan. The Master Make-or-Buy Plan established in accordance with paragraph (4) above, shall remain in effect for the term of the contract, unless: (1) a lesser period is provided either for the total Master Make-or-Buy Plan or for individual items or work effort; or (2) the circumstances supporting the original make-or-buy decisions change subsequent to the initial approval. At least annually, the Contractor shall review the approved Master Make-or-Buy Plan to ensure that it reflects current conditions.

Changes to the approved Master Make-or-Buy Plan shall be submitted to RL in advance of the proposed effective date of the change in sufficient time to permit review and evaluation. All changes shall be submitted in accordance with instructions provided by the Contracting Officer. Modification of the Master Make-or-Buy Plan to incorporate proposed changes or additions shall be effective upon the Contractor’s receipt of the Contracting Officer’s written approval.

The Contractor shall include paragraphs A and B of this clause in all subcontracts with Major Subcontractors, altering the clause only as necessary to identify properly the contracting parties.

Prior to the placement of subcontracts and in accordance with the contract clause entitled “Subcontracts (Cost Reimbursement and Letter Contracts), the Contractor shall ensure the following:

The subcontracts contain all of the clauses of this contract (altered when necessary for proper identification of the contracting parties) which contain a requirement for such inclusion in applicable subcontracts. Particular attention should be directed to the potential flow down applicability of the clauses entitled “Utilization of Small Business Concerns “ and “Small Business Subcontracting Plan” contained in PART II, Section I, of the contract;

Any applicable subcontractor Certificate of Current Cost or Pricing Data (see FAR 15.403-4) and subcontractor Representations and Certifications are completed (see the document referenced in the contract clause entitled “Representations and Certifications”); and

Any required prior notice and description of the subcontract is given to the Contracting Officer, and any required consent is received. Except as may be expressly set forth therein, any consent by the Contracting Officer to the placement of subcontracts shall not be construed to constitute approval of the subcontractor or any subcontract terms or conditions, determination of the allowability of any cost, revision of this contract or any of the respective obligations of the parties thereunder, or creation of any subcontractor privity of contract with the Government.

The Contractor shall also obtain and furnish to the Contracting Officer either an Organizational Conflict of Interest (OCI) Disclosure Statement or Representation form in accordance with DEAR 909.570-7, “Disclosure or representation,” from all subcontractors to be used under this contract to perform the types of work identified in DEAR 909.570-4(b). No work shall be performed by the subcontractor until the Contracting Officer has cleared the subcontractor for OCI.

The Contractor shall ensure that all cost-reimbursable type subcontracts placed for a total amount which exceeds $5 million shall have incentive provisions based on performance measurements, criteria, and success factors.

In compliance with the Government’s initiative of “Streamlining Procurement Through Electronic Commerce,” and presenting a “singleface” to industry, the Contractor shall strive to implement, within available funding, an Electronic Commerce System that will generate a paperless, automated, integrated procurement/payment system. This system shall, to the maximum practicable extent, subject to DOE approval, allow for electronic request for quotations, quotations, purchase orders, electronic invoices, and remittance advices; full integration between the procurement, receiving, inventory control and accounting systems; and accounting system programs that compare invoices, receipts, and orders and automatically issue electronic funds transfer payments.

Existing subcontractor contractual agreements (exclusive of the WHC subcontracts with ICF Kaiser Engineers Hanford and Boeing Computer Services Richland), unless otherwise determined by DOE, shall be assigned to the successor Contractor effective October 1, 1996. The subcontractor contractual agreements shall include all (1) subcontracts and purchase orders, (2) agreements with domestic and foreign research organizations, (3) agreements with universities and colleges, and (4) other similar agreements. This assignment does not include any collective bargaining agreements the predecessor Contractor may have with certified collective bargaining agents.

The Government reserves the right to direct the Contractor to assign to the Government or another Contractor any subcontract awarded under this contract, including sub-tier subcontracts.

Management of Information Resources

The Contractor shall design and implement Information Resources Management (IRM) capabilities for the Hanford Site in accordance with the Office of Management and Budget (OMB) Circular A-130, Management of Federal Information Resources. The Contractor shall flow down the provisions of OMB Circular A-130 to all Major Subcontractors.

Release of Information

Working with the RL Office of External Affairs (OEA) and the Records Manager when appropriate, the Contractor shall be responsible for developing, planning, and coordinating proactive approaches to timely dissemination of information regarding DOE unclassified activities onsite and offsite.

The Contractor shall be responsible for following DOE guidelines and/or procedures for all oral, written and audio/visual information material prepared for public use, including technical information.

Unclassified, Controlled, Nuclear Information (UCNI)

Documents originated by the Contractor or furnished by the Government to the Contractor, in connection with this contract, may contain Unclassified, Controlled, Nuclear Information as determined pursuant to Section 148 of the Atomic Energy Act of 1954, as amended. The Contractor shall be responsible for protecting such information from unauthorized dissemination in accordance with DOE regulations and directives and the contract clauses entitled “Security” and “Classification/Declassification.”

Confidentiality of Information

To the extent that the work under this contract requires that the Contractor be given access to confidential or proprietary business, technical, or financial information belonging to the Government or other companies, the Contractor shall, after receipt thereof, treat such information as confidential and agrees not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized by the Contracting Officer in writing. The foregoing obligations, however, shall not apply to:

Information which, at the time of receipt by the Contractor, is in the public domain;

Information which is published after receipt thereof by the Contractor or otherwise becomes part of the public domain through no fault of the Contractor;

Information which the Contractor can demonstrate was in its possession at the time of receipt thereof and was not acquired directly or indirectly from the Government or other companies;

Information which the Contractor can demonstrate was received by it from a third party who did not require the Contractor to hold it in confidence.

The Contractor shall obtain the written agreement, in a form satisfactory to the Contracting Officer, of each employee permitted access to such information, whereby the employee agrees that he will not discuss, divulge or disclose any such information or data to any person or entity except those persons within the Contractor’s organization directly concerned with the performance of the contract.

The Contractor agrees, if requested by the Government, to sign an agreement identical, in all material respects, to the provisions of this subparagraph D., with each company supplying information to the Contractor under this contract, and to supply a copy of such agreement to the Contracting Officer. From time to time upon request of the Contracting Officer, the Contractor shall supply the Government with reports itemizing information received as confidential or proprietary and setting forth the company or companies from which the Contractor received such information.

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

The Government reserves the right to require the Contractor to include this clause or a modified version of this clause in any subcontract as directed in writing by the Contracting Officer.