include, but not be limited to those described in Exhibit "A" hereto which is incorporated herein by this reference. Any failure by the parties to agree on the amount to be reimbursed shall be deemed to be a dispute within the meaning Article XXIV of the Contract. (3) Article IV.B. of the Contract is revised to delete all references to an award fee. Braun Hanford shall be paid the fixed fee of $335,000.00 for the period June 22, 1981, through February 28, 1982, thereafter Braun Hanford shall be paid at the rate of $67,000.00 for each full calendar month plus a pro rata portion thereof for each part of a calendar month, until the Contracting Officer releases Braun Hanford from its onsite responsibilities. (4) C F Braun and Braun Hanford agree to cooperate fully with the DOE and to take whatever actions may be necessary or requested by the Contracting Officer to complete the transition to Braun Hanford from its predecessor, Vitro Engineering Corporation, and from Braun Hanford to its successor. Such actions shall include, but not be limited to transfer of employees, documents, and employee benefit plans including the assets thereof, and full and complete cooperation with Braun Hanford's successor in minimizing the disruption in DOE's ongoing programs at Hanford. (5) The following security procedures and requirements shall apply to Santa Fe, C F Braun and Braun Hanford with regard to its ongoing activities: a. Santa Fe will advise the DOE should it make any plans to utilize or assemble any current Santa Fe employees who previously worked at the Rocky Flats or Hanford facilities for the purposes of undertaking assignments relating to plutonium production, reprocessing, recovery, recycling, fabrication or work related to nuclear weapons design or production. Such personnel will not be reassembled as a working group for such plutonium or weapons related purposes outlined above without DOE consent. It is specifically understood that assignments relating to light water nuclear power reactors do not constitute any such plutonium or nuclear weapons related activity. b. Santa Fe and the DOE will work together to identify all current Santa Fe employees who formerly worked at the Rocky Flats facilities and will arrange for DOE representatives to meet with such employees at Santa Fe's Alhambra, California, offices, or such other locations as the parties may agree, for the purpose of conducting a debriefing as to their continuing security obligations. C. Santa Fe will report annually to the DOE in writing as to the current work assignments of current Santa Fe employees who were formerly project managers or held key positions of responsibility with respect to C F Braun's Rocky Flats projects. Santa Fe and the DOE will work together, to identify as soon as possible, these individuals who were formerly project managers or held key positions of responsibility. d. If any of the Santa Fe personnel identified in the foregoing paragraph c. travel outside the country for the purpose of engaging in activities relating to plutonium production, reprocessing, recovery, recycling, fabrication or work related to nuclear weapons design or production, Santa Fe will furnish timely reports of such visits to the DOE. e. Santa Fe will provide the same reports as specified in paragraphs c. and d. above in respect of any personnel now employed at Braun Hanford who remain with Santa Fe or any subsidiary of Santa Fe following the negotiated expiration of the Hanford Contract. f. Upon the expiration of the Hanford Contract, Santa Fe, C F Braun and Braun Hanford will transfer to the DOE all technical documents, including all copies thereof, in their respective possession relating to the Hanford facility. The debriefing of current Santa Fe employees working at the Hanford facility will be done at Hanford prior to or shortly after the Contracting Officer releases Braun Hanford from further onsite work. g. Santa Fe shall not publish, nor direct its employees to publish, information relating to plutonium production, reprocessing, recovery, recycling, fabrication or work related to nuclear weapons design or production, the disclosure of which abroad is prohibited or regulated by federal statutes or regulations. The foregoing shall not limit the right of Santa Fe to export technical information in compliance with applicable United States statutes and regulations. h. The arrangements specified in paragraphs a. through g. will expire on December 31, 1986. At such time, Santa Fe and C F Braun will in good faith negotiate such extensions or modifications as the then prevailing circumstances indicate. i. It is understood that the obligations set forth in paragraphs a. through h. above to be assumed by Santa Fe apply equally to C F Braun and to any entity which Santa Fe, at any time, shall directly or indirectly own or control and to any successor to such entities, Santa Fe, or C F Braun. Likewise, references to Santa Fe employees or personnel shall be deemed to include employees and personnel of C F Braun, such entities and successors. The cost of implementation of paragraphs a. through h., above, shall be for the account of the party incurring the cost. (6) The parties agree that the security procedures and agreements set forth in paragraph (5) above shall be in addition to and not in lieu of any obligation imposed by statute or regulation or by contract between the parties. Unless otherwise provided, the provisions of paragraphs (5), (6), and (7) of this Supplemental Agreement are applicable to Contract No. DE-AC04-76ALO2996, and those provisions will be administered by DOE's Albuquerque Operations Office with respect to that contract. (7) The parties recognize and agree that monetary damages would be an inadequate remedy for breach of performance of the obligations set forth in paragraphs (5) and (6) above and that the DOE may require specific performance thereof. Unless the Secretary of the DOE or the head of a successor agency shall determine delay to be contrary to the national interest, DOE shall provide fifteen (15) days written notice to Santa Fe prior to filing any legal actions to enforce the obligations set forth in paragraphs (5) and (6) above and Santa Fe shall have the right to cure any noncompliance with the terms of said paragraphs during the fifteen day notice period. Notice shall be effective upon delivery to: Santa Fe International Corporation 1000 South Fremont Avenue P. 0. Box 400 Alhambra, California 91820 (8) Except as provided by this agreement, all other terms and conditions of the contract shall be and remain the same. In Witness Whereof, the parties have executed this Supplemental Agreement as of the date first above written. fication on behalf of C F Braun & Co was the Executive Vice-President of said corporation; that said contract modification was duly signed for and in behalf of said corporation by authority of its government body, and is within the scope of its corporate powers. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of CF Braun & Co, this 1st day of February 1982. who signed of Santa Fe International Corporation; that James R Ukropina this contract modification on behalf of the Santa Fe International Coporation was then the Senior Vice-President of said corporation; that said contract modification was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of Santa Fe International Corporation, this 1st day of February 1982. modification on behalf of the Braun Hanford Co was then the President of said corporation; that said contract modification was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of Braun Hanford Co, this 4th day of February 1982. (Corporate Seal) |