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Sample Business Contracts

Services Contract - US Department of Energy and ATG Inc.

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     AWARD/CONTRACT                     1. THIS CONTRACT IS A RATED ORDER UNDER           RATING            PAGE      OF      PAGES
                                        DPAS (15 CFR 350)                                                      1              42
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2.  CONTRACT (Froc. Inst. Ident.) NO.   3. EFFECTIVE DATE      4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
      DE-AC06-95RL13129                      01/04/95                           95RL13129.000
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5A.  ISSUED BY                     CODE                        6. ADMINISTERED BY (If other than item 5)    CODE
                                        ----------------------                                                    ------------------
U.S. Department of Energy                                      ATG, INC.
Richland Operations Office                                     47375 Fremont Blvd.
P.O. Box 550, A7-80                                            Fremont, CA 94538
Richland, WA 99352

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7.  NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code)       8. DELIVERY
U.S. Small Business Administration
San Francisco Reginal Office                                                                [_] F.O.B. ORIGIN  [X] OTHER (See below)
211 Main St., 4th Floor
                                                                                       ---------------------------------------------
San Francisco, CA 94105                                                                  9. DISCOUNT FOR PROMPT PAYMENT
                                                                                              NET (Block 8. Destination)
                                                                                       ---------------------------------------------
                                                                                         10. SUBMIT INVOICES            ITEM
                                                                                         (4 copies unless otherwise
                                                                                         specified) TO THE ADDRESS           G2
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 CODE                                        FACILITY CODE                               SHOWN IN:
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11. SHIP TO/MARK FOR               CODE                        12. PAYMENT WILL BE MADE BY                  CODE
                                        ----------------------                                                   -------------------
SEE SECTION F                                                  SAME AS BLOCK 5
                                                               (FINANCIAL MANAGEMENT DIVISION)
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13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:  14. ACCOUNTING AND APPROPRIATION DATA

    [_] 10 U.S.C. 2304 (c) (  )   [X] 41 U.S.C. 235 (c) ( 5  )    EW2010301 89X0242.91
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15A. ITEM NO.       15B. SUPPLIES/SERVICES             15C. QUANTITY       15D.  UNIT          15E.  UNIT PRICE       15F.  AMOUNT
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               SEE SECTION H FOR 8(A) -
               SPECIAL CONDITIONS
               SEE SECTION B
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                                                                           15G.  TOTAL AMOUNT OF CONTRACT                8
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                                                       15. TABLE OF CONTENTS
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(X)  SEC.               DESCRIPTION                    PAGE(S)   (X)   SEC.                   DESCRIPTION              PAGE(S)
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                    PART I - THE SCHEDULE                                             PART II - CONTRACT CLAUSES
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 X    A    SOLICITATION/CONTRACT FORM                     2       X     I     CONTRACT CLAUSES                           6
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 X    B    SUPPLIES OR SERVICES AND PRICES/COSTS          3               PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
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 X    C    DESCRIPTION/SPECS./WORK STATEMENT             11       X     J     LIST OF ATTACHMENTS                        3
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 X    D    PACKAGING AND MARKING                          2                        PART IV -  REPRESENTATIONS AND INSTRUCTIONS
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 X    E    INSPECTION AND ACCEPTANCE                      2                   REPRESENTATIONS, CERTIFICATIONS AND OTHER
------------------------------------------------------------            K     STATEMENTS OF OFFERORS
 X    F    DELIVERIES OR PERFORMANCE                      3
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 X    G    CONTRACT ADMINISTRATION DATA                   4             L     INSTRS CONDS., AND NOTICES TO OFFERORS
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 X    H    SPECIAL CONTRACT REQUIREMENTS                  6             M     EVALUATION FACTORS FOR AWARD
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                                   CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
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17.[X] CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor          18.[_] AWARD (Contractor is not required to sign this document.) Your
is required to sign this document and return ________          offer on Solicitation Number ______________________________________,
copies to issuing office.) Contractor agrees to furnish        including the additions or changes made by you which additions or 
and deliver all items or perform all the services set          changes are set forth in full above, is hereby accepted as to the
forth or otherwise identified above and on any continuation    items listed above and on any continuation sheets. This award
sheets for the consideration stated herein. The rights and     consummates the contract which consists of the following documents:
obligations of the parties to this award/contract, (b)         (a) the Government's solicitation and your offer, and (b) this 
the solicitation, if any, and (c) such provisions,             award/contract. No further contractual document is necessary.
representations, certifications, and specifications, as are   
attached or incorporated by reference herein. (Attachments    
are listed herein.)                                           
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19A. NAME AND TITLE OF SIGNER (Type or print)                  20A. NAME OF CONTRACTING OFFICER
SEE ATTACHED SHEET                                             SEE ATTACHED SHEET

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19B. NAME OF CONTRACTOR            19C. DATE SIGNED            20B. UNITED STATES OF AMERICA                  20C. DATE SIGNED

BY _____________________________________________               BY ________________________________________
     (Signature of person authoruzed to sign)                        (Signature of Contracting Officer)
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NSN 7540-01-152-8069                                        26-107                                    *STANDARD FORM 26 (REV. 4-85)
PREVIOUS EDITION NOT USABLE                                                                           Prescribed by GSA
                                                                                                      FAR (48 CFR) 53.214(a)
 

CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH 
THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH A REQUEST FOR 
CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED.


<PAGE>
 
SBA SUBCONTRACTOR                                                  Page 2
-----------------                                                  ------
 
NAME:     ATG.  Inc.               PRIME CONTRACT NO.:   DE-AC06-95RL13129
          --------------------                           -----------------
          ____________________

ADDRESS:  47375 Fremont Blvd.      SUBCONTRACT NO.:        0912-95-2-01066
          --------------------                             ---------------
          Fremont, CA 94530        CONTRACT MODIFICATION NO.:.  __________
          --------------------

TEL. NO.: (510) 490-3008
          --------------------

                               SBA SUBCONTRACTOR
                               -----------------
                                        

NAME AND TITLE OF SIGNER                Michael L. Wilson
                                        -------------------------------
   (TYPE OR PRINT)
                                        Director of Marketing.
                                        -------------------------------

SIGNATURE OF PERSON AUTHORIZED TO SIGN  /s/ Michael L. Wilson
                                        -------------------------------

                                        DATE:. 12/29/94
                                              -------------------------



                               PRIME CONTRACTOR
                               ----------------
                                        

NAME AND TITLE OF CONTRACTING OFFICER   Patricia Spikener
                                        -------------------------------

                                        Contracting Officer
                                        -------------------------------

SIGNATURE OF PERSON AUTHORIZED TO SIGN  _______________________________

                                        DATE: JAN 03 1995
                                              -------------------------


                      PROCURING OR ADMINISTRATIVE OFFICE
                      ----------------------------------
                                        

NAME AND TITLE OF CONTRACTING OFFICER   B. L. Ayers
                                        -------------------------------

                                        Contracting Officer
                                        -------------------------------

SIGNATURE OF PERSON AUTHORIZED TO SIGN  [SIGNATURE ILLEGIBLE]
                                        -------------------------------

                                         DATE:    12/28/94
                                               ------------------------

                                       1
<PAGE>
 
CONTRACTING OFFICER CERTIFICATE OF PROCUREMENT INTEGRITY


1.)  I, Patricia Spikener, hereby certify that, to the best of my knowledge and
        -----------------
belief, with the exception of any information described in this certificate,
have no information concerning a violation of subsection (a), (b), (d) or (f) of
Section 27 of the Office of Federal Procurement Policy Act* (41 U.S.C. (S) 423),
as implemented in the FAR, occurring during the conduct of this procurement
contract: DE-AC06-95RL13129 and 0912-95-2-01066

2.)  Violations or possible violations:


     (Continue on plain bond paper if necessary, and label Contracting Officer
     Certificate of Procurement Integrity (Continuation Sheet))


(ENTER "NONE" IF NONE EXISTS.)

NONE.
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________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


/s/ Patricia Spikener                        Date:  JAN 03, 1995             
--------------------------------                  --------------------------- 
Contracting Officer                     
                                        

     *Section 27, as amended, became effective on December 1, 1990.  THIS
CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.
<PAGE>

 
                                                            
                                                                 OMB NO.
                                           DE-AC06-95LI  29      5000
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NOTE:  This form is used in contract actions if submission of cost or pricing cost is required (See FAR 15.664-610))
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2. NAME AND ADDRESS OF OFFEROR (Include Zip Code)                3.A  NAME AND TITLE OF OFFEROR'S POINT       3.B  TELEPHONE
                                                                      OF CONTRACT                   

    ALLIED TECHNOLOGY GROUP, INC.                                     MICHEAL L. WILSON         
    47375 FREMONT BLVD.                                               DIRECTOR OF MARKETING                       (510) 45
                                                                 -------------------------------------------------------------------
    FREMONT, CA 94538                                                      4. TYPE OF CONTRACT ACTION (Check)
                                                                 -------------------------------------------------------------------
                                                                 [X] A. NEW CONTRACT                 D. LETTER CONTRACT 
                                                                 -------------------------------------------------------------------
                                                                     B. CHANGE ORDER                 E. UNPRICED ORDER
                                                                 -------------------------------------------------------------------
                                                                     C. PRICE REVISION/              F. OTHER (Specify)
                                                                       REDETERMINATION   
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5.  TYPE OF CONTRACT (Check)                                                      6.  PROPOSED COST (A-B-C)
                                                                 -------------------------------------------------------------------
  [_] FFP    [_]  CPFF  [_] CPIF  [_] CPAF                       A.  COST               B. PROFIT/FEE          C.  TOTAL 
  [_] FPI    [X]  OTHER (Specify)  FIXED UNIT PRICE 
                                                                [CONFIDENTIAL          [CONFIDENTIAL          $316,800.00
                                                                 INFORMATION            INFORMATION                 
                                                                 OMITTED AND FILED      OMITTED AND FILED      
                                                                 SEPARATELY WITH THE    SEPARATELY WITH THE    
                                                                 SECURITIES AND         SECURITIES AND         
                                                                 EXCHANGE               EXCHANGE                     
                                                                 COMMISSION.]           COMMISSION.]           
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7.  PLACE(S) AND PERIOD(S) OF PERFORMANCE

     U.S. DEPARTMENT OF ENERGY, HANFORD RESERVATION
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B.   List and reference the indentification, quantity and total price proposed for each contract line item. A line item cost
     breakdown supporting this required unless otherwise specified by the Contracting Officer. (Continue on reverse, and then on
     plain paper, if necessary. Use same headings.)
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A.  LINE ITEM NO.                  B. IDENTIFICATION                              C. QUANTITY               D. TOTAL PRICE
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         1               [CONFIDENTIAL INFORMATION OMITTED AND FILED                1 LOT                   $316,800.00
                         SEPARATELY WITH THE SECURITIES AND EXCHANGE 
                         COMMISSION.] ESTIMATED POUNDS X $[CONFIDENTIAL 
                         INFORMATION OMITTED AND FILED SEPARATELY WITH 
                         THE SECURITIES AND EXCHANGE COMMISSION.] 
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          B.   PROVIDE NAME, ADDRESS, AND TELEPHONE NUMBER FOR THE FOLLOWING (If available)
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A. CONTRACT ADMINISTRATION OFFICE                                B. AUDIT OFFICE
     US DEPARTMENT OF ENERGY                                         DEFENCE CONTRACT AUDIT AGENCY
     RICHLAND OPERATIONS OFFICE                                      39510 PASEO PADRE PARKWAY 
     P.O. BOX 550                                                    FREMONT, CA 94538 
     RICHLAND, WA 99352
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10.  WILL YOU REQUIRE THE USE OF ANY      11.A  DO YOU REQUIRE GOVERNMENT        11.B  TYPE OF FINANCING:     
     GOVERNMENT PROPERTY IN THE                 CONTRACT FINANCING TO             [_]  ADVANCE PAYMENTS        [X]  PROGRAM PAYMENTS
     PERFORMANCE OF THIS WORK:                  PERFORM THIS PROPOSED             [_]  GUARANTEED LOANS                       
     (If "Yes" identify)                        CONTRACT: (If "Yes," 
                                                complete Item 11B)
     [_] YES       [X] NO                       [X] YES   [_] NO                         
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12.  HAVE YOU BEEN AWARDED ANY            13.  IS THIS PROPOSAL CONSISTENT WITH YOUR ESTABLISHED ESTIMATING AND ACCOUNTING
     CONTRACTS OR SUBCONTRACTS                 PRACTICES AND PROCEDURES AND FAR PART 31 COST PRINCIPLES: (If "No" explain)
     FOR THE SAME OR SIMILAR                    
     ITEMS WITHIN THE PAST
     3 YEARS:
     (If "Yes," identify item(s),
     customer(s), and contract number(s)),
     [_] YES   [X] NO                          [_] YES   [X] NO  
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                      14.  COST ACCOUNTING STANDARDS BOARD (CASB) DATA (Public Low 91.379 as amended and FAR PART 30)
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A.  WILL THIS CONTRACT ACTION BE SUBJECT                                 B.    HAVE YOU SUBMITTED A CASE DISCLOSURE STATEMENT  
    TO CASE REGULATIONS: (If "No," explain in proposal)                        (CASB DS. 1 OR 2)? (If "Yes," specify in proposal the
                                                                               office to which submitted and if determined to be 
                                                                               adequate)
    [_] YES   [X]  NO  SMALL BUSINESS EXEMPTION                                [_] YES   [X]  NO  
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C.  HAVE YOU BEEN NOTIFIED THAT YOU ARE OR MAY BE                        D.     IS ANY ASPECT OF THIS PROPOSAL INCONSISTENT WITH
    IN NONCOMPLIANCE WITH YOUR DISCLOSURE STATEMENT OR                          YOUR DISCLOSED PRACTICES OR APPLICABLE COST 
    COST ACCOUNTING STANDARDS? (If "Yes," explain in proposal)                  ACCOUNTING STANDARDS? 
                                                                                (If "Yes," explain in proposal)  
    [_] YES   [X]  NO                                                           [_] YES   [X]  NO   
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          This proposal is submitted in response to the R.F.P. contract, modification, etc, in item 1 and reflects our best
          estimates [illegible] costs as of this date and conforms with the instructions in FAR 1S.804.6(b) (2). Table 15.2. By
          submitting this proposal, the offeror if selected for negotiation, grants the contracting officer or an authorized
          representative the right to examine, at any time before award, those books records, documents and other types of factual
          information, regardless of form or whether such supporting information is specifically referenced or included in the
          proposal as the basis for pricing, that will permit and adequate evaluation of the proposed price.
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15.  NAME AND TITLE (Type)                                  16.  NAME OF FIRM
  
     MICHAL L. WILSON, DIRECTOR OF MARKETING                 ALLIED TECHNOLOGY GROUP, INC.
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17. SIGNATURE                                               18.  DATE OF SUBMISSION

 /s/ Michael L. Wilson                                             12-29-94
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<PAGE>
 
                 SPECIAL CLAUSES FOR 8(A) TRIPARTITE CONTRACTS
                                        
Section 8(a) Award
Reference FAR 52.219-17

                         SECTION 8(a) AWARD (FEB 1990)

(a)  By execution of a contract, the Small Business Administration (SBA) agrees
     to the following:

     (1)  To furnish the supplies or services set forth in the contract
          according to the specifications and the terms and conditions by
          subcontracting with the Offeror who has been determined an eligible
          concern pursuant to the provisions of Section 8(a) of the Small
          Business Act, as amended (15 USC 637[a]).

     (2)  Except for novation agreements and advance payments, delegates to the
          U.S. Dept. of Energy, Richland, WA the responsibility for
          administering the contract with complete authority to take any action
          on behalf of the Government under the terms and conditions of the
          contract; provided, however, that the contracting agency shall give
          advance notice to the SBA before it issues a final notice terminating
          the right of the subcontractor to proceed with further performance,
          either in whole or in part, under the contract.

     (3)  That payments to be made under the contract will be made directly to
          the subcontractor by the contracting activity.

     (4)  To notify the U.S. Dept. of Energy, Richland, WA Contracting Officer
          immediately upon notification by the subcontractor that the owner or
          owners upon whom 8(a) eligibility was based plan to relinquish
          ownership or control of the concern.

(b)  The offeror/subcontractor agrees and acknowledges that it will, for and on
     behalf of the SBA, fulfill and perform all of the requirements of the
     contract.


                                (End of Clause)

                           CONTRACT SPECIFIC CLAUSES
                                        
Since FAR 52.219-17 omits two important clauses that would be contained in 
52.219-12 if there were a separate subcontract, SBA requests that the following
clauses be included in the contract as Contract Specific Clauses:

A.   "That Allied Technology Group, Inc. will not subcontract the performance of
     any of the requirements of the subcontract to any lower tier subcontractor
     without the prior written approval of the SBA and the Designated
     Contracting Officer of the U.S. Dept. of Energy, Richland, WA."

B.   "That Allied Technology Group, Inc., awarded a subcontract hereunder,
     shall have the right of appeal from decisions of the Contracting Officer
     cognizable under the "Disputes" clause of said contract."

     "A copy of the acceptance document and a copy of the final payment document
     will be provided to SBA."
<PAGE>
 
Prime Contract No. DE-AC06-95RL13129
Subcontract No. 0912-95-2-01066

Reference FAR 52.219-14

                   LIMITATIONS ON SUBCONTRACTING (JAN 1991)
                                        
(a)  This clause does not apply to the unrestricted portion of a partial set-
     aside.

(b)  By submission of an offer and execution of a contract, the
     Offeror/Contractor agrees that in performance of the contract in the case
     of a contract for --

     (1)  Services (except construction).  At least 50 percent of the cost of
          contract performance incurred for personnel shall be expended for
          employees of the concern.

     (2)  Supplies (other than procurement from a regular dealer in such
          supplies).  The concern shall perform work for at least 50 percent of
          the cost of manufacturing the supplies, not including the cost of
          materials.

     (3)  General Construction.  The concern will perform at least 15 percent of
          the cost of the contract, not including the cost of materials, with
          its own employees.

     (4)  Construction by special trade contractors.  The concern will perform
          at least 25 percent of the cost of the contract, not including the
          cost of materials, with its own employees.

                                (End of clause)
<PAGE>
 
52.219-22 SIC CODE AND SMALL BUSINESS SIZE STANDARD.

     As prescribed in 19.304(d), insert the following provision:

SIC CODE AND SMALL BUSINESS SIZE STANDARD
               (JAN 1991)

     (a)  The standard industrial classification (SIC) code for this acquisition
is 8744.

     (b)  (1)  The small business size standard is 500 employees.

          (2)  The small business size standard for a concern which submits an
     offer in its own name, other than on a construction or service contract,
     but which proposes to furnish a product which it did not itself manufacture
     is 500 employees.
<PAGE>
 
                                                               CONTRACT NUMBER
                                                               DE-ACO6-95RLI3129
                                                               SECTION C

                             PART I - THE SCHEDULE

                                        
                                   SECTION C

                                        
                               STATEMENT OF WORK

                                        
                               TABLE OF CONTENTS

                                        

Subsection                         Title
----------                         -----
C-1                           Statement of Work

                                       5
<PAGE>
 
                                                               CONTRACT NO.
                                                               DE-ACO6-95RLI3129
                                                               STATEMENT OF WORK
                                                               SECTION C

                               STATEMENT OF WORK
                                      FOR
                          LOW-LEVEL RADIOACTIVE WASTE
                           VOLUME REDUCTION SERVICES
                                        

Introduction
------------

The U. S. Department of Energy, Richland Operations Office (RL) (hereafter
referred to as the Government in this document) is seeking the services of a
vendor to volume reduce low level waste and transport it for disposal at the
Hanford Site. Normal operations, as well as site cleanup activities at Hanford
and other Government sites, result in the generation of large volumes of low-
level radioactive waste. The Government is responsible for characterizing,
managing, and disposing of all low-level waste generated at the facility. Most
of the low level waste is currently being disposed of in shallow land burial
trenches. In this regard, the Government has a two-fold objective: to improve
the efficiency of low level waste disposal, and to preserve the valuable land
resource by employing techniques to reduce the volume of the low-level waste
before it is placed in the disposal trench.

The Government is seeking the services of vendors (hereafter referred to as the
"Contractor" in this document) with the capability to receive low-level
radioactive waste, significantly reduce the volume of the low level waste by
sorting and compacting the waste, and transport it for disposal at the Hanford
low level waste facilities.

Low level waste streams whose reduction can be enhanced using technologies not
available on the Hanford Site shall be considered for this contract; upon
development and initiation of any future reduction capabilities at Hanford, low
level waste streams which can utilize those capabilities shall be processed at
Hanford.

As appropriate, the Contractor will supply procedures, requirements, containers,
transportation, and volume reduction processing for low-level waste. After
reducing the low level waste volume, the Contractor will transport the low level
waste to Hanford. The Contractor will be required to certify:


     .    the amount of volume reduction achieved,

     .    that all low level waste received from the Government has been
          returned, and

                                       6
<PAGE>
 
                                                               CONTRACT NO.
                                                               DE-AC06-95RLI3129
                                                               STATEMENT OF WORK
                                                               SECTION C

     .    that the returned low level waste meets the Hanford Waste Acceptance
          Criteria for disposal.

The Contractor has the option to subcontract work which can not be performed at
Contractor's facility to other vendors. The Contractor's subcontractors (if any)
must be accomplished in accordance with Section H, H-3, FAR 52. 219-14
                                                        --------------
LIMITATION ON SUBCONTRACTING (JAN 1991) and authorized by the Contracting
---------------------------------------
Officer. The Government will ship only to the Contractor's one designated
receiving facility, unless, the Contractor can not accept the low level waste at
his designated facility due to a regulatory restriction.


Regulations and Requirements
----------------------------

Regulations and requirements applicable to low level waste packaging,
transportation, and disposal at the Hanford Reservation are included in this
document. The Contractor/s is responsible to know of the regulations and
requirements applicable to these same elements at its own facility.


Description of the Low Level Waste Materials
--------------------------------------------

The low level wastes to be processed are dry materials, contaminated by
radioactive isotopes in concentrations less than or equal to those specified for
Category 1 waste in the Hanford Site Solid Waste Acceptance Criteria (WHC-EP-
0063, latest revision). The low level waste consists of paper, plastic, wood,
metal, glass, and general debris (such as concrete and steel) from the
decontamination and decommissioning of existing nuclear facilities.

The Government anticipates approximately 36,000 cubic feet (288,00 lbs. ) of low
level waste will require volume reduction processing for fiscal year 1995.  In
accordance with Hanford requirements, the Government must describe the isotopes
present in the low level waste and certify that they do not exceed the Hanford
Site Solid Waste Acceptance Criteria prior to shipping low level wastes from the
place where they are generated.  Low-level radioactive waste is generated
throughout the Hanford Reservation.


Services
--------

The volume reduction services provided by the Contractor will include at least
the following:

     1.   Pick-up of low level waste materials at the generator's normal 
          load-out locations.

                                       7
<PAGE>
 
                                                               CONTRACT NO.    
                                                               DE-AC06-95RL13129
                                                               STATEMENT OF WORK
                                                               SECTION C


     5.   Submit to the Government, for approval, requirements and instructions
          for characterizing, segregating and packaging low level waste to be
          shipped by the Contractor to the Contractor's facilities.

     6.   Within twenty days of award, submit to the Government, for approval, a
          quality Assurance program in accordance with the Quality Assurance
          section of this Statement of Work (SOW).

     7.   Within twenty days of award, submit to the Government, for approval,
          all program plans, instructions, procedures, etc. , required for
          compliance with the Hanford Site Solid Waste Acceptance Criteria.

     8.   Maintain a tracking system for showing the relationship between the
          material received and the material treated and/or shipped.  This
          tracking system shall be maintained for a minimum of one year after
          contract end-date.

     9.   Maintain documentation on the characterization of the waste being
          shipped from their facility to the Government.

     10.  Maintain the capability to identify and safe keep any potential
          radioactive mixed waste (RMW) that might be discovered. Upon
          discovery, the Contractor will notify the Government. The RMW will be
          characterized as per WAC 173-303 by the Contractor, unless otherwise
          directed by the Government. When the contractor has determined that
          RMW has been received by contract, the Government shall remove the RMW
          within 30 days. The contractor will sign as the generator on the
          uniform hazardous waste manifest. All costs associated with
          characterization of the RMW will be reimbursed in accordance with
          Section B, Attachment A, Price Schedule.  Supply/Services, Clin 0002.

     11.  Government's containers shall be reused, compacted or returned to the
          government at the government's option.

     12.  Assist Government when verifying container contents prior to shipment
          of waste to Government.

     13.  Affix a Government specified bar code to all containers being returned
          for disposal.

     14.  Segregate Government waste from all other waste. Cross-contamination
          is prohibited unless written pre-approval is obtained from the
          Government.

                                       9
<PAGE>
 
                                                             CONTRACT NO.      
                                                             DE-AC06-95RL13129 
                                                             STATEMENT OF WORK 
                                                             SECTION C          

     15.  Return to the Government all radionuclides from waste sent to the
          Contractor under this program. Containers and waste shall be complaint
          with the requirements in the Hanford Site Solid Waste Acceptance
          Criteria, WHC-EP-0063.

     16.  Submit a draft disposal record in accordance with WHC-EP-0063 for each
          container of processed waste and residues being returned to the
          Government within 15 working days prior to shipment. This record shall
          include characterization information. Also include with the record
          inventory sheets of contents for each processed waste container
          returned to the Government.

     17.  Correct deficiency of container returned by the Government to the
          Contractor due to nonconformance with receipt criteria or the Hanford
          Site Solid Waste Acceptance Criteria.

     18.  Segregate waste of different Government waste generators.  from each
          other unless written approval is provided by the Government.
          Incidental cross contamination between generators is permissible.

The Contractor shall accept and transport all radioactive waste (when
accompanied with the appropriate documentation) on an "as needed" schedule to be
determined by the Government's Technical Representative or Westinghouse Hanford
Technical Monitor. The Contractor shall review and approve the shipping
documents and other supporting documents prepared by the Government prior to the
low level waste leaving the generator site.

Low level waste shall be transported by the Contractor to their facility where
the labor, materials, and equipment shall be provided for proper low level waste
management in accordance with applicable federal, state, and local requirements.
Contractor shall certify and warrant its compliance with all federal, state, and
local requirements and regulations.

All facilities (other than the one designated receiving facility) used during
the management of the Government's low level waste will be considered a
subcontractor to the Contractor (even if it is a subdivision of the primary
contractor). The Contractor is responsible for ensuring that subcontractors meet
all requirements of the SOW. The Contractor shall be responsible for
transporting the low level waste to the Government's facilities. The Contractor
shall sign as the transporter on the new (return) shipping documents. The
Government will only accept return shipments from the Contractor (not the
subcontractors). Subcontractors utilized under the performance of this SOW must
meet all the applicable terms and conditions and the limitations of this
Contract and SOW.

                                      10
<PAGE>
 
                                                             CONTRACT NO.      
                                                             DE-AC06-95RL13129 
                                                             STATEMENT OF WORK 
                                                             SECTION C          

The Contractor shall notify the Government in writing immediately upon
cancellation of transportation and/or environmental insurance policies. The
Contractor shall notify the Government 30 calendar days in advance of any
material changes or reduction in coverage under transportation and environmental
insurance policies. The Government will notify Contractor of low level waste
materials ready for pick-up 30 days in advance of required pick-up. The
Government will designate a Point-Of-Contact (POC) or alternate for all low
level waste transactions, including scheduling and location of low level waste
for pick-up and low level waste identification.

The Contractor shall have documented and implemented procedures (or an
equivalent documentation system) for onsite and transportation emergencies.

Contractor's Facility Audits and Inspections
--------------------------------------------

The Government reserves the right to inspect/audit Contractor's facility for
information purposes before and after award. Contractor shall allow Government's
contractor personnel to access their facility. The Government's inspection/audit
team may include non-RL personnel. The audit report may be shared with other
Government sites and their contractors. After award of the contract, the
Contractor shall allow the Government to inspect/audit their facility for
compliance to applicable requirements at any time during the performance
interval (normally on a quarterly basis, if deemed necessary).

Prior to award of the contract, the Contractor shall notify the Government if
any of the following conditions exist:

 .    Contractor's Corporate Officers working under assumed names for
     other businesses.


 .    Contractor's Company operating in other locations or areas of jurisdiction
     under different names.

 .    Outstanding violations, citations, or pending actions promulgated against
     the Contractor's Company or Subcontractors by a regulatory agency.

During the contract's period of performance, the Contractor shall immediately
notify the Government in writing of any changes to the above conditions occur
and including, but not limited to:

 .    Violations, citations or pending actions promulgated against the
     Contractors Company or subcontractors by a regulatory agency.

                                      11
<PAGE>
 
                                                             CONTRACT NO.      
                                                             DE-AC06-95RL13129 
                                                             STATEMENT OF WORK 
                                                             SECTION C          

 .    Significant changes to the operations or organization of the Contractor's
     Company.

The Contractor, or it's subcontractors, shall perform corrective actions on
items disclosed during the Government's inspections/audits. If the Contractor,
or it's subcontractors, refuse or are unable to perform such corrective action
in a timely manner, the Government reserves the right to terminate this
contract, in whole or in part, for convenience or default pursuant to the
Termination provisions in the contract.

Low Level Waste Inspection/Verification
---------------------------------------

The Government will inspect and verify low level waste shipments performed by
the Contractor to the Hanford Site on an "as needed" basis. The inspections will
be performed to ensure that:

 .    The low level waste being shipped by the Contractor conforms with the
     conditions of this SOW and the Hanford Site Solid Waste Acceptance
     Criteria, and;

 .    That the volume reductions specified by the Contractor on the pricing
     schedule have been achieved.

If the amounts of volume reduction specified on the price schedule are not being
achieved by the Contractor, the Government reserves the right to terminate the
contract or to renegotiate pricing, in accordance with the terms and conditions
of this Contract and SOW.

The Government will periodically assess the Contractor's performance to the
reduction volumes specified by the Contractor in the Pricing Schedule and/or
Work Plan. The Contractor shall meet their specified volume reduction
commitments at the densities specified in the pricing schedule and/or the
Contractor Work Plan. If the Contractor does not meet their volume reduction
commitments, the Government shall assess the Contractor for the extra volume at
the current/actual Hanford Site low level waste burial rates.

Low Level Waste Transport
-------------------------

The Government will properly package, mark, and label all low level wastes
covered by the SOW prior to low level waste pick-up by the Contractor. U.S.
Department of Transportation compliance is rigidly enforced.

                                      12
<PAGE>
 
                                                             CONTRACT NO.      
                                                             DE-AC06-95RL13129 
                                                             STATEMENT OF WORK 
                                                             SECTION C          

All low level waste transportation shall be performed in compliance with U.S.
Department of Transport regulations (49 CFR).  The Contractor shall transport
Hanford's low level waste in vehicles dedicated solely to radioactive waste
hauling. Transportation equipment which is not appropriate for the Government's
low level waste will not be loaded and will be returned to the Contractor at no
expense to the Government.

Contractor's drivers shall be trained in proper low level waste handling
procedures, personal protection, regulatory compliance, and spill emergency
response. Contractor's vehicles shall carry spill kits, Spill Prevention Control
and Countermeasures plans, and emergency response guidebooks. The Contractor
shall be responsible for properly securing and transporting the low level waste
in accordance with all state and federal transportation regulations. The
Contractor shall obtain all applicable transportation permits prior to taking
possession of the low level waste. Title and risks to the low level waste
obtained under this SOW shall pass to the Contractor when it is placed onto the
Contractor's vehicle at the direction of Contractor's representatives.

Remedial actions on any spills which may occur during the transport of low level
waste shall be the responsibility of the Contractor. After receiving the low
level waste, the Contractor shall sign and return the "original" copy of the
radioactive shipment record within 30 calendar days of the shipment date.

All shipments will require inspection for compliance with U.S. Department of
Transportation regulations prior to entering and leaving the Hanford site.
Radiation monitoring will be performed on all low level waste shipments leaving
the Hanford site. The Government's transportation department located at 2355
Stevens Drive, Richland, Washington, will inspect and validate all low level
waste shipments and co-sign the Government's Offsite Radioactive Shipment
Record.

The Contractor shall strictly comply with all Government safety requirements and
Onsite Services Provisions when operating at the Government's facility.  The
Government and the Contractor shall both have the authority to "stop work"
whenever a safety concern is identified.

The Government will provide support operators (Health Physics, crafts, etc. ) to
assist the Contractor in transferring the low level waste onto the Contractor's
vehicle at no cost to the Contractor. The Contractor shall be responsible for
properly loading, securing, and transporting the low level waste in accordance
with all local, State, and Federal transportation regulations. The Contractor
shall obtain all applicable permits prior to taking possession of the low level
waste. The Government will also provide security escorts as required onsite.

                                      13
<PAGE>
 
                                                             CONTRACT NO.      
                                                             DE-AC06-95RL13129 
                                                             STATEMENT OF WORK 
                                                             SECTION C          

Quality Assurance
-----------------

The Contractor shall have in place a Quality Assurance program that incorporates
the following criteria:

          1.   Management

               A.  Program.  Organizations shall develop, implement, and
               maintain a written Quality Assurance Program (QAP).  The QAP
               shall describe the organizational structure, functional
               responsibilities, levels of authority, and interfaces for those
               managing, performing, and assessing adequacy of work.  The QAP
               shall describe the management system, including planning,
               scheduling, and cost control considerations.

               B.  Personnel Training and Qualification.  Personnel shall be
               trained and qualified to ensure they are capable of performing
               their assigned work.  Personnel shall be provided continuous
               training to ensure that job proficiency is maintained.

               C.  Quality Improvement.  The organization shall establish and
               implement processes to detect and prevent quality problems and to
               ensure quality improvement.  Items and processes that do not meet
               established requirements shall be identified, controlled, and
               corrected.  Correction shall include identifying the causes of
               problems and preventing recurrence.  Item reliability, process
               implementation, and other quality related information shall be
               reviewed and the data analyzed to identify items and processes
               needing improvement.

               D.  Documents and Records. Documents shall be prepared, reviewed,
               approved, issued, used, and revised to prescribe processes, and
               specify requirements, or establish design. Records shall be
               specified, prepared, reviewed, approved, and maintained.

          2.   Performance

               A.  Work Processes. Work shall be performed to established
               technical standards and administrative controls.  Work shall be
               performed under controlled conditions using approved
               instructions, procedures, or other appropriate means. Items shall
               be identified and controlled to ensure their proper use. Items
               shall be maintained to prevent their damage, loss, or
               deterioration.  Equipment used for process monitoring or data
               collection shall be calibrated and maintained.

                                      14
<PAGE>
 
                                                             CONTRACT NO.      
                                                             DE-AC06-95RL13129 
                                                             STATEMENT OF WORK 
                                                             SECTION C          

               B.  Procurement. The organization shall ensure that procured
               items and services meet established requirements and perform as
               specified.  Prospective suppliers shall be evaluated and selected
               on the basis of specified criteria. The organization shall ensure
               that approved suppliers can continue to provide acceptable items
               and services.

               C.  Inspection an Acceptance Testing. Inspection and acceptance
               testing of specified items and processes shall be conducted using
               established acceptance and performance criteria. Equipment used
               for inspections and tests shall be calibrated and maintained.

          3.   Assessment

               A.  Management Assessment. Management at all levels shall
               periodically assess the integrated quality assurance program and
               its performance. Problems that hinder the organization from
               achieving its objectives shall be identified and corrected.

               B.  Independent Assessment. Planned and periodic independent
               assessments shall be conducted to measure item quality and
               process effectiveness and to promote improvement. The
               organization performing independent assessments shall have
               sufficient authorization and freedom from the line organization
               to carry out its responsibilities. Persons conducting independent
               assessments shall be technically qualified and knowledgeable in
               the areas assessed.

                                      15
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-AM06-95RL13129 
                                                             SECTION D          

                             PART I - THE SCHEDULE

                                   SECTION D

                             PACKAGING AND MARKING

                               TABLE OF CONTENTS

                                        
Subsection                              Title
----------                              -----
D-1                                     Packaging

D-2                                     Marking

D-3                                     Packing List

                                      16
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-AM06-95RL13129 
                                                             SECTION D          

                                   SECTION D

                             PACKAGING AND MARKING

D-1  PACKAGING
     ---------

     Preservation, packaging, and packing for shipment or mailing of all work
     delivered hereunder shall be in accordance with good commercial practice
     and adequate to insure acceptance by common carrier and safe transportation
     at the most economical rate(s).

     Reports and deliverables under this contract shall be mailed by first-class
     mail unless the urgency of the deliverable sufficiently justifies the use
     of registered mail or private parcel delivery services.

D-2  MARKING
     -------

     Each package, report, or other deliverable shall be accompanied by a letter
     or other document which:

     1.   Identifies the contract under which the item is being delivered.

     2.   Identifies the deliverable item number or report requirement which
          requires the delivered item(s).

     3.   Indicates whether the Contractor considers the delivered item to be
          partially or totally in compliance with the reporting requirement.


D-3  PACKING LIST
     ------------

     A packing list or other suitable shipping document shall accompany each
     shipment and shall show the (a) name and address of consignor, (b) the name
     and address of consignee, (c) Government contract number (and delivery
     order number, if used), (d) Government bill of lading number covering the
     shipment, if any, and (e) description of the material shipped, including
     item number, quantity, number of containers, and package number, if any.

                                      17
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-AM06-95RL13129 
                                                             SECTION D          

                             PART I - THE SCHEDULE

                                   SECTION E

                           INSPECTION AND ACCEPTANCE

                               TABLE OF CONTENTS

                                        

Subsection                              Title

E-1                                  Inspection

E-2                                  Acceptance

     Note:  See Section "I" titled Contract Clauses, form set DOE List 301S,
            clause number 60, FAR 52. 246-4 "Inspection of Services-Fixed Price"
            (FEB 1992).

                                      18
<PAGE>
 
                                                               CONTRACT NUMBER  
                                                               DE-AMO6-95RL13129
                                                               SECTION E 
 
                                   SECTION E

                           INSPECTION AND ACCEPTANCE

E-1  INSPECTION
     ----------

Inspection of all services under this contract shall be accomplished by the DOE
project manager or any other duly authorized Government representative.

E-2  ACCEPTANCE
     ----------

Acceptance of all services under this contract (including Reporting
Requirements, if any) shall be accomplished by the contracting officer or his
designated representatives.

                                      19
<PAGE>
 
                                                               CONTRACT NUMBER  
                                                               DE-AMO6-95RL13129
                                                               SECTION E 


                             PART I - THE SCHEDULE

                                   SECTION F

                           DELIVERIES OR PERFORMANCE

                               TABLE OF CONTENTS


     Subsection                    Title
     ----------                    -----

     F-1                      Period of Performance

     F-2                      Principal Place of Performance 
                              and Delivery

     F-3                      Stop-Work Order
                    
                                      20
<PAGE>
 
                                                               CONTRACT NUMBER
                                                               DE-AM06-95RL13129
                                                               SECTION F
 
                                   SECTION F

                           DELIVERIES OR PERFORMANCE

F-1  PERIOD OR PERFORMANCE
     ---------------------
     
     The period of performance for the contract will be for a period of one year
     with four (4) one (1) year term extension options, unless sooner
     terminated.

F-2  PRINCIPAL PLACE OF PERFORMANCE AND DELIVERY
     -------------------------------------------

     The principal place of performance of the contract shall be at the Hanford 
     Site, Richland, Washington, and areas approved by the Contracting Officer.

F-3  52.212-13 STOP-WORK ORDER (AUG 1989) - ALTERNATE I (APR 1984)
     -------------------------------------------------------------
     
     (a)  The Contracting Officer may, at any time, by written order to the
          Contractor, require the Contractor to stop all, or any part, of the
          work called for by this contract for a period of 90 days after the
          order is delivered to the Contractor, and for any further period to
          which the parties may agree. The order shall be specifically
          identified as a stop-work order issued under this clause. Upon receipt
          of the order, the Contractor shall immediately comply with its terms
          and take all reasonable steps to minimize the incurrence of costs
          allocable to the work covered by the order during the period of work
          stoppage. Within a period of 90 days after a stop-work order is
          delivered to the Contractor, or within any extension of that periods
          to which the parties shall have agreed, the Contracting Officer shall
          either -

          (1)  Cancel the stop-work order; or

          (2)  Terminate the work covered by the order as provided in the
               Termination clause of this contract.

     (b)  If a stop-work order issued under this clause is canceled or the
          period of the order or any extension thereof expires, the Contractor
          shall resume work. The Contracting Officer shall make an equitable
          adjustment in the delivery schedule, the estimated cost, the fee, or a
          combination thereof, and in any other terms of the contract that may
          be affected, and the contract shall be modified, in writing,
          accordingly, if -

                                      21
<PAGE>
 
                                                               CONTRACT NUMBER
                                                               DE-AM06-95RL13129
                                                               SECTION F

          (1)  The stop-work order results in an increase in the time required
               for, or in the Contractor's cost properly allocable to, the
               performance of any part of this contract; and

          (2)  The Contractor asserts its right to the adjustment within 30 days
               after the end of the period of work stoppage; provided, that, if
               the Contracting Officer decides the facts justify the action, the
               Contracting Officer may receive and act upon a proposal submitted
               at any time before final payment under this contract.

     (c)  If a stop-work order is not canceled and the work covered by the order
          is terminated for the convenience of the Government, the Contracting
          Officer shall allow reasonable costs resulting from the stop-work
          order in arriving at the termination settlement.

     (D)  If a stop-work order is not canceled and the work covered by the order
          is terminated for default, the Contracting Officer shall allow, by
          equitable adjustment or otherwise, reasonable costs resulting from the
          stop-work order.

                                      22
<PAGE>
 
                                                               CONTRACT NUMBER 
                                                               DE-AMO6-95RL13129
                                                               SECTION G        



 
                             PART I - THE SCHEDULE

                                   SECTION G

                         CONTRACT ADMINISTRATION DATA

                               TABLE OF CONTENTS


Subsection                    Title
----------                    -----

G-1                      Representations and Certifications

G-2                      Correspondence Procedures

G-3                      Contract Administration

G-4                      Invoice Requirements

G-5                      Invoice Submission

G-6  FAR 52.232-28       Electronic Funds Transfer Payment
                           Methods. (APR 1989)
                         (See Section I, Clause 53)

                                      23
<PAGE>
 
                                                            CONTRACT NUMBER
                                                            DE-AM06-95RL13129
                                                            SECTION G
 
                                   SECTION G

                            CONTRACT ADMINISTRATION


G-1  REPRESENTATIONS AND CERTIFICATIONS
     ----------------------------------

     The attached Representations and Certifications are hereby incorporated
     into this contract.

G-2  CORRESPONDENCE PROCEDURES
     -------------------------
     
     The promote timely and effective administration, correspondence submitted
     under this contract shall be subject to the following procedures:

     (a)  Technical Correspondence
          ------------------------

          Technical correspondence (as used herein, excludes correspondence
          which proposes or otherwise involves waivers, deviations, or
          modifications to the requirements, terms, or conditions of this
          contract) shall be addressed to the Contracting Officer's
          Representative (COR), with copies to the DOE Richland Field Officer
          staff as directed by the Contracting Officer (CO).

     (b)  Other Correspondence
          --------------------

          All correspondence, other than technical correspondence, shall be
          addressed to the DOE Contracting Officer with information copies of
          correspondence to the COR. All correspondence shall reference the
          contract number.

     (c)  Invoices
          --------

          Invoices shall be directed to the DOE Contracting Officer at the
          address stated in Section G-3. Invoices shall be paid in accordance
          with the Prompt Payment clause (52.323-25) in Section I of this
          contract.

                                      24
<PAGE>
 
                                                              CONTRACT NUMBER
                                                              DE-AM06-95RL13129
                                                              SECTION G

G-3  CONTRACT ADMINISTRATION
     -----------------------

     The Contractor shall use one of the following Government contacts, as
     applicable, as the focal point for all matters regarding this contract,
     except technical matters.

     (a)  Doe Contracting Officer
          -----------------------

          The Contracting Officer identified below shall be the focal point of
          contact under this contract for all contractual matters, except
          technical matters:

               U. S. Department of Energy  
               Procurement Division        
               Attn: Bernard L. Ayers      
               Contracting Officer         
               MS A7-80                    
               P. O. Box 550               
               Richland, WA 99352          
                                           
               Telephone No. (509) 376-8601 


     (b)  Doe Contract Administrator
          --------------------------

          DOE Contract Administrator for the contract is the focal point of 
          contact for contract administration and is located at the address
          above and is as follows:

               Contract Administrator: Jimm Jarrett Jr

               Telephone:  (509) 372-2074

     (c)  Contracting Officer's Representative
          ------------------------------------

          The DOE Contracting Officer's Representative (COR) is the point of
          contact on technical matters (see Section G-2 (a) above for
          definition), subject to the restrictions in Section H-1 entitled
          "Technical Direction." The COR's address is as follows:

               COR: Dennis W. Claussen
                    MS S7-55

               Telephone:  (509) 372-0938

                                      25
<PAGE>
 
                                                               CONTRACT NUMBER  
                                                               DE-AMO6-95RL13129
                                                               SECTION E 


G-4  INVOICE REQUIREMENTS
     --------------------

     (a)  Invoices shall be submitted in an original and three (3) copies to the
          Government office designated in this contract. To constitute a proper
          invoice, the invoice must include sufficient information in which to
          effect payment.

G-5  INVOICE SUBMISSION
     ------------------

     Invoices shall be submitted to the following address:

     See Subsection G-3(a) of Section G.

G-6  ELECTRONIC FUNDS TRANSFER PAYMENT METHODS(FAR 52.232-28)(APR 1989)
     ------------------------------------------------------------------

     See Section I, Clause 53, Page 22.

                                      26

<PAGE>
 
                                                               CONTRACT NUMBER  
                                                               DE-ACO6-95RL13129
                                                               SECTION H   



 
                               PART I - SCHEDULE

                                   SECTION H

                        SPECIAL CONTRACT REQUIREMENTS

                               TABLE OF CONTENTS

Subsection                    Title
----------                    -----

H-1                 Technical Direction - Contracting
                    Officer's Representative/
                    Technical Monitor

H-2                 Modification Authority

H-3                 FAR 52.219-14 Limitations on Subcontracting (Jan 1991)

H-4                 FAR 52.219-17 Section 8(a) Award

H-5                 DEAR 953.212-72 Uniform Reporting System

H-6                 SUBCONTRACTING - THE GOVERNMENT'S RIGHT OF ACCESS     

                                      27
<PAGE>
 
                                                               CONTACT NUMBER
                                                               DE-AC06-95RL13129
                                                               SECTION H

                                   SECTION H

                         SPECIAL CONTRACT REQUIREMENTS

H-1  TECHNICAL DIRECTIONS - CONTRACTING OFFICER'S REPRESENTATIVE (COR)\TECHNICAL
     ---------------------------------------------------------------------------
     MONITOR (TM)
     ------------

     (a)  Performance of the work under this contract shall be subject to the
          technical direction of the "Contracting Officer's Representative (COR)
          and/or "Technical Monitor (TM)" who will be designated in writing by
          the Contracting Officer. The Contracting Officer may from time to time
          designate others, in writing, to be the COR and/or TM by letter
          without formal contract modification. The term "technical direction"
          is defined to include, without limitation:

          (1)  Directions to the Contractor which redirect the contract effort,
               shift work emphasis between work areas or tasks, require pursuit
               of certain lines of inquiry, fill in details or otherwise serve
               to accomplish the contractual "Statement of Work."

          (2)  Provision of written information to the Contractor which assists 
               in the interpretation of portions of the work description.

          (3)  Review and, where required by the contract, approval of reports
               and information to be delivered by the Contractor to the
               Government under this contract.
     
          (4)  Performance of other duties in connection with technical
               administration of the contract and monitoring of the Contractor's
               performance, as specifically designated by the Contracting
               Officer in writing.

     (b)  Technical direction must be within the scope of work stated in this
          contract. The COR nor TM has the authority to, and may not, issue any
          technical direction which:

          (1)  Constitutes an assignment of additional work outside the 
               Statement of Work.

          (2)  Constitutes a change, as defined in the Contract Clause entitled 
               "Changes - Cost-Reimbursement - Alternate 1."

                                      28
<PAGE>
 
                                                              CONTRACT NUMBER
                                                              DE-AC06-95RL13129
                                                              SECTION H

          (3)  In any manner causes an increase or decrease in the final price
               or the time required for contract performance.

          (4)  Changes any of the express terms, conditions, or specifications
               of this contract.

          (5)  Interferes with the Contractor's right to perform under the terms
               and conditions of this contract.

     (c)  All technical directions shall be issued in writing by the COR or TM.

     (d)  The Contractor shall proceed promptly in accordance with technical
          directions duly issued by the COR or TM in the manner prescribed and
          within his authority under the provisions of this Subsection.

          If, in the opinion of the Contractor, any instruction or direction by
          the COR or TM is within one of the categories defined in paragraphs b.
          1 through 5 above, the Contractor shall not proceed but shall notify
          the Contracting Officer immediately and confirm such notification in
          writing within five (5) working days after receipt of any such
          instruction or direction and shall request the Contracting Officer to
          modify the contract accordingly. Upon receiving such notification from
          the Contractor, the Contracting Officer shall:

          (1)  Advise the Contractor in writing within thirty (30) days after
               receipt of the Contractor's letter that the direction is
               technical direction as defined above and does not constitute a
               change under the "Changes - Cost-Reimbursement - Alternate 1"
               clause of this contract; or

          (2)  Inform the Contractor in writing within thirty (30) days after
               receipt of the Contractor's letter not to perform the direction
               and to cancel the direction; or

          (3)  Advise the Contractor within a reasonable time that the
               Government will issue a written change order/modification.

     (e)  The Contractor shall comply with the Contracting Officer's decision,
          but may pursue its remedies under the contract clause entitled
          "Disputes-Alternate I."  If the Contractor follows an instruction or
          direction which he believes is within one of the categories in b.1
          through 5 above, without following the procedure described in (d)
          above, the Contractor does so at his own risk.

                                      29
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129
                                                             SECTION H

H-2  MODIFICATION AUTHORITY
     ----------------------

     Notwithstanding any of the other provisions of this contract, a Contracting
     Officer shall be the only individual on behalf of the Government authorized
     to:

     (a) Accept nonconforming work;

     (b) Waive any requirement of this contract; or

     (c) Modify any term or condition of this contract.

H-3  FAR 52. 219-14 LIMITATIONS ON SUBCONTRACTING. (JAN 1991)
     --------------------------------------------------------
 
     (a) This clause does not apply to the unrestricted portion of a partial
         set-aside.

     (b)  By submission of an offer and execution of a contract, the
          Offeror/Contractor agrees that in performance of the contract in the
          case of a contract for--

          (1)  Services (except construction). At least 50 percent of the cost
               of contract performance incurred for personnel shall be expended
               for employees of the concern.

          (2)  Supplies (other than procurement from a regular dealer in such
               supplies). The concern shall perform work for a least 50 percent
               of the cost of manufacturing the supplies, not including the cost
               of materials.

          (3)  General construction. The concern will perform at least 15
               percent of the cost of the contract, not including the cost of
               materials, with its own employees.

          (4)  Construction by special trade contractors. The concern will
               perform at least 25 percent of the cost of the contract, not
               including the cost of materials, with its own employees.

                                      30
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129
                                                             SECTION H

H-4  FAR 52.219-17. SECTION 8(A) AWARD. (FEB 1990)
     ---------------------------------------------

     (a)  By execution of a contract, the Small Business Administration (SBA)
          agrees to the following:

          (1)  To furnish the supplies or services set forth in the contract
               according to the specifications and the terms and conditions by
               subcontracting with the Offeror who has been determined an
               eligible concern pursuant to the provisions of section 8(a) of
               the Small Business Act, as amended (15 U.S.C. 637(a)).

          (2)  Except for novation agreements and advance payments, delegates to
               the U.S. Department of Energy, Richland Operations Office, the
               responsibility for administering the contract with complete
               authority to take any action on behalf of the Government under
               the terms and conditions of the contract; provided, however that
               the contracting agency shall give advance notice to the SBA
               before it issues a final notice terminating the right of the
               subcontractor to proceed with further performance, either in
               whole or in part, under the contract.

          (3)  That payments to be made under the contract will be made directly
               to the subcontractor by the contracting activity.

          (4)  To notify the U.S. Department of Energy, Richland Operations
               Office, Contracting Officer immediately upon notification by the
               subcontractor that the owner or owners upon whom 8(a) eligibility
               was based plan to relinquish ownership or control of the concern.

     (b)  The offeror/subcontractor agrees and acknowledges that it will, for
          and on behalf of the SBA, fulfill and perform all of the requirements
          of the contract.

     Supplemental Provision:  The contractor shall not subcontract the
     ----------------------
     performance of any of the requirements of the contract to any lower tier
     subcontractor without the prior written approval of the SBA and the
     designated Contracting Officer of the Department of Energy.

     The contractor awarded a subcontract hereunder shall have the right of
     appeal from decisions of the "Contracting Officer" cognizable under the
     "Disputes" clause of said subcontract.

                                      31
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129
                                                             SECTION H

H-5  FAR 952.212-72 UNIFORM REPORTING SYSTEM (MAY 1987)
     --------------------------------------------------

     Contractor shall prepare and submit (postage prepaid) the plans and reports
     indicated on the DOE Form 1332.1, Reporting Requirements Checklist or
     amendments to this checklist included in Part III, Section J, Attachment 2
     of this contract, to the addresses and in the specified number of copies as
     designated in the attachment to the checklist. The Contractor shall prepare
     the specified plans and reports in accordance with the formats and
     structure set forth in DOE Order 1332.1A, or any later version in effect
     on the effective date of the contract. The Contractor shall be responsible
     for levying appropriate reporting requirements on any subcontractors in
     such a manner to ensure that data submitted by the subcontractor to the
     contractor is timely and compatible with the data elements that the
     Contractor is responsible for submitting to DOE.  Plans and reports
     submitted in compliance with this clause are in addition to any other
     reporting requirements of this contract.

H-6  SUBCONTRACTING - THE GOVERNMENT'S RIGHT OF ACCESS
     -------------------------------------------------

     The Government's right of access applies to all tiers of the procurement.
     The Contractor shall provide the Government with a list of its
     subcontractors which may be utilized during the transportation and/or
     disposal phases of the Government's low level wastes. All subcontractors
     utilized by the Contractor shall be fully permitted (if required) for the
     activities to be performed. The Government's, designated representative,
     and/or the Government's environmental personnel may (if deemed necessary)
     inspect/audit all subcontractors.  This is applicable before and after
     award of the contract. The Contractor shall notify Government in writing of
     any changes made to the subcontractor list during this contract period of
     performance. The Contractor is encouraged to participate in the
     subcontractor audits.  The Government reserves the right to reject a
     proposed subcontractor.

                                      32
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129
                                                             SECTION H

                           Part II - Contract Clauses

                                   Section I

                                Contract Clauses

                               Table of Contents


SUBSECTION                                   TITLE
----------                                   -----

I-1 thru I-76          Contract Clauses (DOE 301S) Fixed Price Service
                       Contracts (FAC 90-20)(Revised)
                       Per FAR 52.252-2, as prescribed in FAR 52.107(b):

                           This contract incorporates one or more clauses by
                           reference, with the same force and effect as if they
                           were given in full text. Upon request, the
                           Contracting Officer will make their full text
                           available.

I-77                   FAR 52.209-7  Organizational Conflicts of Interest    
                       Certificate- Marketing Consultants (Nov 1991)

I-78                   FAR 52.215-39  Reversion of Adjustment of Plans for
                       Post Retirement Benefits Other than Pensions (PRB)
                       (Jul 1991)

I-79                   FAR 52-242-13  Bankruptcy. (Apr 1991)

                                      33
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129
                                                             SECTION I

                                   SECTION I

                          CONTRACT CLAUSES (CONTINUED)


I-77 FAR 52.209-7 ORGANIZATIONAL CONFLICTS OF INTEREST CERTIFICATE--MARKETING
     ------------------------------------------------------------------------
     CONSULTANTS. (NOV 1991)
     -----------------------

(a)  Definitions.

     (1)  Marketing consultant means any independent contractor who furnishes
          advice, information, direction, or assistance to an offeror or any
          other contractor in support of the preparation or submission of an
          offer for a government contract by that offeror.  An independent
          Contractor is not a marketing consultant when rendering--

          (i)    Services excluded in FAR 37.204;

          (ii)    Routine engineering and technical services (such as
                  installation, operation, or maintenance of systems, equipment,
                  software, components, or facilities);

          (iii)   Routine legal, actuarial, auditing, and accounting services;
                  or

          (iv)    Training services.

     (2)  Organizational conflict of interest means that because of other
          activities or relationships with other persons, a person is unable or
          potentially unable to render impartial assistance or advice to the
          Government, or the person's objectivity in performing the contract
          work is or might be otherwise impaired, or a person has an unfair
          competitive advantage.

(b)  An individual or firm that employs, retains, or engages contractually one
     or more marketing consultants in connection with a contract, shall submit
     to the contracting officer, with respect to each marketing consultant, the
     certificates described below, if the individual or firm is notified that it
     is the apparent successful offeror.

                                      40
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129
                                                             SECTION I

(c)  The certificate must contain the following:

     (1)  The name of the agency and the number of the solicitation in question.

     (2)  The name, address, telephone number, and federal taxpayer
          identification number of the marketing consultant.

     (3)  The name, address, and telephone number of a responsible officer or
          employee of the marketing consultant who has personal knowledge of the
          marketing consultants involvement in the contract.

     (4)  A description of the nature of the services rendered by or to be
          rendered by the marketing consultant.

     (5)  The name, address, and telephone number of the client or clients, and
          the name of a responsible officer or employee of the marketing
          consultant who is knowledgeable about the services provided to such
          client(s), and a description of the nature of the services rendered to
          such client(s), if, based on information provided to the Contractor by
          the marketing consultant, any marketing consultant is rendering or, in
          the 12* months preceding the date of the certificate, has rendered
          services respecting the same subject matter of the instant
          solicitation, or directly relating to such subject matter, to the
          Government or any other client (including any foreign government or
          person).

     (6)  A statement that the person who signs the certificate for the prime
          Contractor has informed the marketing consultant of the existence of
          Subpart 9.5 and Office of Federal Procurement Policy Letter 89-1.

     (7)  The signature, name, title, employer's name, address, and telephone
          number of the persons who signed the certificates for both the
          apparent successful offeror and the marketing consultant.

(d)  In addition, the apparent successful offeror shall forward to the
     Contracting Officer a certificate signed by the marketing consultant that
     the marketing consultant has been told of the existence of Subpart 9.5 and
     Office of Federal Procurement Policy Letter 89-1, and the marketing
     consultant has made inquiry, and to the best of the consultant's knowledge
     and belief, the consultant has provided no unfair competitive advantage to
     the prime Contractor with respect to the services rendered or to be
     rendered in connection with the solicitation,

                                      41
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129
                                                             SECTION I

     or that any unfair competitive advantage that, to the best of the
     consultant's knowledge and belief, does or may exist, has been disclosed to
     the offeror.

(e)  Failure of the offeror to provide the required certifications may result in
     the offeror being determined ineligible for award. Misrepresentation of any
     fact may result in the assessment of penalties associated with false
     certifications or such other provisions provided for by law or regulation.

I-78 FAR 52.215-39 REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT
     ------------------------------------------------------------------
     BENEFITS OTHER THAN PENSIONS (PRB). (JUL 1991)
     ----------------------------------------------

     The Contractor shall promptly notify the Contracting Officer in writing
     when it determines that it will terminate or reduce a PRB plan. If the PRB
     fund assets revert, or inure, to the Contractor or are constructively
     received by it under a plan termination or otherwise, the Contractor shall
     make a refund or give a credit to the Government for its equitable share as
     required by FAR 31.205-6(0)(5). The Contractor shall include the substance
     of this clause in all subcontracts under this contract which meet the
     applicability requirements of FAR 15.804-8(f). The resulting adjustment to
     prior years PRB costs will be determined and applied in accordance with FAR
     31.205-6(0).

I-79 FAR 52.242-13 BANKRUPTCY. (APR 1991)
     ------------------------------------

     In the event the Contractor enters into proceedings relating to bankruptcy,
     whether voluntary or involuntary, the Contractor agrees to furnish, by
     certified mail, written notification of the bankruptcy to the Contracting
     Officer responsible for administering the contract. This notification shall
     be furnished within five days of the initiation of the proceedings relating
     to bankruptcy filing. This notification shall include the date on which the
     bankruptcy petition was filed, the identity of the court in which the
     bankruptcy petition was filed, and a listing of Government contract numbers
     and contracting offices for all Government contracts against which final
     payment has not been made. This obligation remains in effect until final
     payment under this contract.

                                      42
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129

                                    PART III

               LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

                                   SECTION J

                              LIST OF ATTACHMENTS


Attachment          Title
----------          -----

Attachment I        Reporting Requirements Checklist (DOE F1332. 1)

                                      43
<PAGE>
 
                                                             CONTRACT NUMBER
                                                             DE-ACO6-95RL13129

                                   SECTION J

                                  ATTACHMENT 1

                REPORTING REQUIREMENTS CHECKLIST (DOE F1332.1)

                                       2
<PAGE>
 
                           U.S. DEPARTMENT OF ENERGY

                       REPORTING REQUIREMENTS CHECKLIST

--------------------------------------------------------------------------------
1.   PROGRAM/PROJECT TITLE                             2.  IDENTIFICATION NUMBER
                                                           DE-AC06-95RL13129
--------------------------------------------------------------------------------
3.   PARTICIPANT NAME AND ADDRESS     ATG Corp.
                                      47375 Fremont Blvd.
                                      Fremont, CA 94538
--------------------------------------------------------------------------------
A.   PLANNING AND REPORTING REQUIREMENTS

                                                         ---------
                                                         FREQUENCY
                                                         --------- 
     General Management                     
                                            
     [_]  Management Plan                   
     [X]  Status Report                                      Q
     [_]  Summary Report

B.   Schedule/Labor/Cost

     [_]  Milestone Schedule/Plan
     [_]  Labor Plan
     [_]  Facilities Capital Cost of Money Factors
          Computations
     [_]  Contract Facilities Capital and Cost of Money
     [_]  Cost Plan
     [_]  Milestone Schedule/Status
     [_]  Labor Management Report
     [_]  Cost Management Report

C.   ????? Reports

     [X]  Conference Record                                  A   
     [X]  Hot Line Report                                    A

D.   Performance Measurement

     [_]  Management Control System Description
     [_]  WBS Dictionary

          [_]  Index
          [_]  Element Definition

     [_]  Cost Performance Reports

          [_]  Format 1 - WBS
          [_]  Format 2 - Function
          [_]  Format 3 - Baseline

E.   Financial Incentives

     [_]  Statement of Income and Expense

     [_]  Balance Sheet
     [_]  Cash Flow Statement
     [_]  Statement of Changes in Financial
          Position
     [_]  Loan Drawdown Report
     [_]  Operating Budget
     [_]  Supplementary Information

F.   Technical

     [_]  Notice of Energy RD&D Project
          (Required with any of the following)

     [_]  Technical Progress Report

          [_]  Draft for Review
          [_]  Final for Approval

     [_]  Topical Report
     [_]  Final Technical Report

          [_]  Draft for Review
          [_]  Final for Approval

     [_]  Software
     [X]  Other (Specify)

          TO BE INCLUDE IN THE QUARTERLY
          STATUS REPORT IS THE AMOUNT OF
          WASTE RECEIVED AND ASSOCIATED
          COST.

 

-------------------------------------------------------------------------------------------------------------------------------
                                                             
5.   FREQUENCY CODES
     A - As Required                       M - Monthly            S - Semi-Annually
                                                                 
     C - Change to Contractual Agreement   O - Once After Award   X - With Proposal/Bid/Application or with Significant Changes
                                                                    
     F - Final (end of ????)               Q - Quarterly          Y - Yearly or Upon Renewal of Contractual Agreement

-------------------------------------------------------------------------------------------------------------------------------
 

6.   SPECIAL INSTRUCTIONS [ATTACHMENTS]

     [_]  Report Distribution List/Addresses      [_]  Analysis Thresholds
     [_]  Reporting Elements                      [_]  Work Breakdown Structure
     [_]  Due Dates                               [_]  Other
--------------------------------------------------------------------------------
7.   PREPARED BY                                       8.  REVIEWED BY 
     (SIGNATURE AND DATE)                                  (SIGNATURE AND DATE)

/s/ [SIGNATURE ILLEGIBLE]  12/20/94
--------------------------------------------------------------------------------