Common use of SELLER’S RESPONSIBILITIES Clause in Contracts

SELLER’S RESPONSIBILITIES. (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees. (b) Seller shall be solely responsible for all criminal fines and penalties assessed against Seller. (c) Cost and expenses incurred by Company that are determined by DOE to be unallowable that result from the acts or omissions of Seller or its subcontractors may be recovered by Company from Seller. (d) Seller shall provide and maintain workers’ compensation insurance as required by applicable statutes. (e) Seller shall provide Employer’s liability, comprehensive general liability, automobile, and contractual liability insurance properly safeguarding Seller and Company against liability for injuries to persons, including injuries resulting in death and damage to or destruction of property, in no less than $500,000 for injuries to one person and $1,000,000 for injuries to two or more persons in any one accident; and $500,000 for damage to or destruction of property in any one accident. Seller may, with approval of the Subcontract Administrator, maintain self-insurance for insurance requirements herein. If Seller is a State agency, such as an Educational Institution, and is not insured because of constitutional or statutory prohibition, the state laws governing liabilities and remedies in these areas shall apply. (f) Before commencing work under this Agreement, Seller shall provide written certification that the required insurance has been obtained or, if appropriate, Seller maintains an adequate self-insurance program. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting Company’s interest shall not be effective until 30 days after the insurer gives written notice to Company.

SELLER’S RESPONSIBILITIES. (a) Seller represents that it is fully experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform the work under this Agreement. Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees. Seller shall perform the work using generally accepted professional design and engineering practices of its own choosing subject to compliance with the Agreement. (b) Seller shall be solely responsible for all criminal fines and penalties assessed against Seller. (c) Cost and expenses incurred by Company that are determined by DOE to be unallowable that result from the acts or omissions of Seller or its subcontractors may be recovered by Company from Seller. (d) Seller shall provide and maintain workers’ compensation insurance as required by applicable statutes. (e) Seller shall provide Employer’s liability, comprehensive general liability, automobile, and contractual liability insurance properly safeguarding Seller and Company against liability for injuries with limits not less than those set forth below and with insurers and under forms of policies satisfactory to persons, including injuries resulting in death and damage to or destruction Company: (1) Employer’s Liability of property, in no not less than $500,000 each accident or illness. (2) Commercial General Liability with limits of liability for injuries to one person bodily injury, property damage and personal injury of not less than $1,000,000 combined single limit for injuries to two or more persons in any one accidentbodily injury and property damage each occurrence; $1,000,000 personal injury limit each occurrence; $1,000,000 products-completed operations aggregate limit; and $2,000,000 general annual aggregate limit (other than products-completed operations). (3) Automobile liability (owned, hired and non-owned) with combined single limits of liability for bodily injury or property damage of not less than $500,000 for damage to or destruction of property in any one accidentoccurrence. (4) Errors and omissions covering Seller’s professional negligent acts, errors or omissions with a limit of not less than $1,000,000 per claim/annual aggregate if the price (i.e., total estimated cost and, if applicable, fee) of this Agreement is $10,000,000 or less; or a limit of not less than the price (i.e., total estimated cost and, if applicable, fee) of this Agreement per claim/annual aggregate if the price of this Agreement is more than $10,000,000. Seller may, with approval of the Subcontract Administrator, maintain self-insurance for insurance requirements herein. If Seller is a State agency, such as an Educational Institution, and is not insured because of constitutional or statutory prohibition, the state laws governing liabilities and remedies in these areas shall apply. None of the requirements contained herein as to types, limits and approval of insurance coverage to be maintained by Seller are intended to and shall not in any manner limit or qualify the liability and obligations assumed by Seller under this Agreement. (f) Before commencing work under this Agreement, Seller shall provide written certification that the required insurance has been obtained or, if appropriate, Seller maintains an adequate self-insurance program. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting Company’s interest shall not be effective until 30 days after the insurer gives written notice to Company.

SELLER’S RESPONSIBILITIES. (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees. (b) Seller shall be responsible for all liability and related costs resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12 Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller’s responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and the Company for Seller’s conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company. (c) Seller shall be solely responsible for all criminal fines and penalties assessed against Seller. (cd) Cost and expenses incurred by Company that If Company’s costs are determined by DOE to be unallowable that unallowable, its fee reduced, or it incurs any cost or damages as a result from of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the acts submission of defective cost or omissions of Seller or its subcontractors pricing data, Company may be recovered by Company from make an equivalent reduction in amounts due Seller. CT February 2008 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (de) If Seller is a State agency, such as an Educational Institution, all liabilities and remedies shall be determined in accordance with the laws applicable to this Agreement under Part 1.2. (f) Seller shall provide and maintain workers’ compensation insurance as required by applicable statutes. (eg) Seller shall provide Worker’s Compensation, Employer’s liabilityLiability, comprehensive general liabilityCommercial Automobile Liability, automobileCommercial General Liability, and contractual liability insurance properly safeguarding Seller and Company against liability for injuries to persons, including injuries resulting Professional Liability Insurance in death and damage to or destruction accordance with the Insurance – Form 1 clause included in Part 1.15 of property, in no less than $500,000 for injuries to one person and $1,000,000 for injuries to two or more persons in any one accident; and $500,000 for damage to or destruction of property in any one accident. Seller may, with approval of the Subcontract Administrator, maintain self-insurance for insurance requirements hereinthis Agreement. If Seller is a State agency, such as an Educational Institution, and is not insured because of constitutional or statutory prohibition, the state laws governing liabilities and remedies in these areas shall apply. (f) Before commencing work under this Agreement, Seller shall provide written certification that the required insurance has been obtained or, if appropriate, Seller maintains an adequate self-insurance program. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting Company’s interest shall not be effective until 30 days after the insurer gives written notice to Company.

SELLER’S RESPONSIBILITIES. (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees. (b) Seller shall be responsible for all liability and related costs resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12 Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller’s responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and the Company for Seller’s conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company. (c) Seller shall be solely responsible for all criminal fines and penalties assessed against Seller. (cd) Cost and expenses incurred by Company that If Company’s costs are determined by DOE to be unallowable that unallowable, its fee reduced, or it incurs any cost or damages as a result from of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the acts submission of defective cost or omissions of Seller or its subcontractors pricing CT February 2008 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. data, Company may be recovered by Company from make an equivalent reduction in amounts due Seller. (de) If Seller is a State agency, such as an Educational Institution, all liabilities and remedies shall be determined in accordance with the laws applicable to this Agreement under Part 1.2. (f) Seller shall provide and maintain workers’ compensation insurance as required by applicable statutes. (eg) Seller shall provide Worker’s Compensation, Employer’s liabilityLiability, comprehensive general liabilityCommercial Automobile Liability, automobileCommercial General Liability, and contractual liability insurance properly safeguarding Seller and Company against liability for injuries to persons, including injuries resulting Professional Liability Insurance in death and damage to or destruction accordance with the Insurance – Form 1 clause included in Part 1.15 of property, in no less than $500,000 for injuries to one person and $1,000,000 for injuries to two or more persons in any one accident; and $500,000 for damage to or destruction of property in any one accident. Seller may, with approval of the Subcontract Administrator, maintain self-insurance for insurance requirements hereinthis Agreement. If Seller is a State agency, such as an Educational Institution, and is not insured because of constitutional or statutory prohibition, the state laws governing liabilities and remedies in these areas shall apply. (f) Before commencing work under this Agreement, Seller shall provide written certification that the required insurance has been obtained or, if appropriate, Seller maintains an adequate self-insurance program. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting Company’s interest shall not be effective until 30 days after the insurer gives written notice to Company.

SELLER’S RESPONSIBILITIES. (a) Seller represents that it is fully experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform the work under this Agreement. Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents agents, or employees. (b) Seller shall be solely responsible for all criminal fines liability and penalties assessed against related expenses resulting from injury, death or damage to property which is in any way connected with the negligent performance of work under this Agreement. Seller shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and Company. However, such liability and indemnity does not apply to injury, death, or damage to property arising from the sole conduct of Company. (c) Cost and expenses incurred by Company that are determined by DOE to be unallowable that result from the acts or omissions of Seller or its subcontractors may be recovered by Company from Seller. (d) Seller shall provide and maintain workers’ compensation insurance as required by applicable statutes. (ed) Seller shall provide Employer’s liabilityliability in the amount of $100,000. General liability insurance, bodily injury liability coverage written on the comprehensive general liability, automobile, and contractual form of policy of at least $500,000 per occurrence. Automobile liability insurance properly safeguarding Seller and Company against liability for injuries to persons, including injuries resulting in death and damage to or destruction of property, in no less than $500,000 for injuries to one 200,000 per person and $1,000,000 500,000 per occurrence for injuries to two or more persons in any one accident; bodily injury and $500,000 20,000 per occurrence for damage to property damage. (e) If the work under this Agreement involves engineering, design, consulting or destruction other Professional services the Seller shall provide Errors and Omissions or Professional Liability coverage in the amount of property in any one accident. Seller may, with approval of the Subcontract Administrator, maintain self-insurance for insurance requirements herein. If Seller is a State agency, such as an Educational Institution, and is not insured because of constitutional or statutory prohibition, the state laws governing liabilities and remedies in these areas shall applyless than $1,000,000.00. (f) If the work under this Agreement involves actual or threatened escape of hazardous substances/materials the Seller shall provide Pollution Liability coverage in the amount of not less than $1,000,000.00 (g) Before commencing work under this Agreement, Seller shall provide written certification that the required insurance has been obtained or, if appropriate, Seller maintains an adequate self-insurance program. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting Company’s interest shall not be effective until 30 days after the insurer gives written notice to Company. (h) The Company and Government shall be named as “Additional Insured” on Seller’s liability policy/certificate.