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HomeMy WebLinkAboutSale Of Savannah River Site Excess Equipment Augusta Richmond GA DOCUMENT NAME: <S~LG o--f1 S t4 V A (01\J A H e.-\~ e n... ~, T 1::5" G YC~ &: S; - &?/.J I f'1?\ ~N J DOCUMENT TYPE: (J. Cj R.~ t::".tr') ~fV 1 YEAR: 1 qq~ BOX NUMBER: '7 FILE NUMBER: I <it 0 6 NUMBER OF PAGES: I S- ..J . " ;::; I SALES AGREEMENT NO. DE-SC09-99SRI8983 BETWEEN THE U.S. DEPARTMENT OF ENERGY AND THE CITY OF AUGUSTA, GEORGIA 530 GREENE STREET AUGUSTA, GEORGIA 30911 FOR SALE OF SA V ANNAH RIVER SITE (SRS) EXCESS EQUIPMENT j , , r ; ~- .. Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 2 of ] 5 TABLE OF CONTENTS PROVISIONS OF SALE ,,- CLAUSE TITLE PAGE NO. I , THE PARTIES,......,..............,..,...........,...........,....,......,.....,..............,.......,..........,.".... 4 2, CONSIDERA TIONIP A YMENT ..,..,......,.,.., ...,....,..,.. ......,........,...... '.....,.... ..,.......,.....4 3, SALE OF EQUIPMENT............ '.,......,......................... ,....,........,..........,.........,....,..,.. ,4 4, AUGUSTA COMMITMENT ,......,....,.......................................,..........,......,....,..,."....5 5, TITLE"""., ,.,.".,.,. ,.,."",.,.,."", ,."".""".,."""""""."""".,.,.,.,.",.",.,.".,."".,."".,.,...,.., 5 6, CONTRA TING OFFICER.....................,.............................................."..,..,......,........5 7, EQUIPMENT CONDITION ..""..."" .,.."",..,.'"",..,..,.,., .,.,., ."", ".,., ."""...' ."" ".,. .,.., ,.6 8. THE AGREEMENT.,.,.""""""..".."".""""..""""".."...,.,.,.""""""".,.,."...,.".,.",."., ,6 9. DELIVERY AND EQUIPMENT REMOVAL RESPONSIBILITIES ...............,..,....7 10. RISK OF LOSS..........,..,......,......,........,.. ,....,......,....,......,......................................,...,.8 II, EQUIPMENT REMOVAL ............ ,..,................,......,..........,.............,..,....,....,....,....,..9 12, DISCLAMER OF WARRANTy....,.. ........ ......, ...., ......,........ '..,........ ....,.. ,..........,....,..,9 13. GOVERNMENT NON-LIABILITY/AUGUSTA LIABILITy......,..,......,..,......,..,.... 9 14. COVENANT AGAINST CONTINGENT FEES (FAR 52,203-5)..............,.............10 15, DISPUTES..........,........................,........,..........,..,......"..........,................,......,......,... .11 16. SEVERABILITy..,..,....,....,..,..........,....,..............,....,............,..........,..........,....,....,.. ,11 17, CAPTIONS & SUBTITLES ......,....,......,..............,............,..,................,..........,..,..,..11 18. ASSIGNMENT OF SALE ..,..,....,..............,.......,..........,......................,......,........"..,.11 19. VEHICLE/EQUIPMENT AUTHORIZATION ......,..........................,.............,....,....11 20, EXPORT RESTRICTION NOTICE ..,..........,...... ,.... ,........,.. ..,.. ............,......,......,..,..11 21, LIST OF ATTACHMENTS..........,..............,......,....,..,....,................,............,.....,.., ..12 22, ENTIRETy"""",."""",.,.,...""",...,."".",.."",.....""".,..,.......,.,."""""".,.,."."""",., .12 A IT ACHMENT A,.".,'..,...,.."'.,....""".""'."'..,..,....."'......."'..,....... .14 i , . i :::!i ;i Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 3 of 15 AGREEMENT BETWEEN THE UNITED STATES DEPARTMENT OF ENERGY AND THE CITY OF AUGUSTA, GEORGIA FOR SALE OF SAVANNAH RIVER SITE (SRS) EXCESS EQillPMENT This Agreement, entered into between the United States Department of Energy, hereinafter referred to as DOE or seller, an Agency of the United States, and Augusta, Georgia, hereinafter referred to as Augusta, an incorporated city within the State of Georgia, collectively referred to as "the Parties", to transfer for consideration, all rights, title, and interest of the United States in miscellaneous excess equipment, as described in Attachment A. This Sales Agreement is entered into by DOE pursuant to the National Defense Authorization Act for Fiscal Year 1994, Public Law 103-160, The terms and conditions ofthis Sales Agreement are described hereafter. WITNESSTH THAT: WHEREAS, DOE wishes to sell certain excess equipment (hereinafter, "equipment") described in Attachment A, attached hereto and incorporated herein, which is located at DOE's Savannah River Site, near Aiken, South Carolina, and Augusta wishes to purchase said equipment for use by Augusta and Augusta hereby agrees to upgrade the reliability of its water treatment facilities within Richmond county which is within the DOE-SR five county economic development region surrounding the Savannah River Site, and WHEREAS, DOE a) has determined that the equipment is excess to the needs of DOE; b) has obtained a commitment from Augusta to upgrade and maintain its water treatment facilities within Richmond county for a period of at least five years from the date of this Agreement; c) has determined that this transfer will help mitigate the adverse economic consequences that might otherwise arise from the downsizing of DOE's Savannah River Site; d) has obtained from Augusta financial commitments, as set forth in this Agreement, to compensate DOE $55,060 for the equipment; and WHEREAS, the actions of DOE have fulfilled the requirements of the National Defense Authorization Act for Fiscal Year 1994, P ,L. 103-160, Section 3155: ,; Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 4 of 15 NOW THEREFORE. IN CONSIDERATION OF THE MUTUAL CONVENANTS AND AGREEMENTS SET FORTH HEREIN. THE PARTIES HEREBY AGREE AS FOLLOWS: DEFINITIONS: a, The words "Government" or "DOE" as used herein shall mean the United States Department of Energy, its duly authorized representative or representati ves, b, The word "Agent" shall mean the Government Contractor acting for DOE in selling the equipment or a party acting for Augusta in the purchase of the equipment. c, The word "Augusta" shall mean the city of Augusta, Georgia, to whom sale is made, d, The word "equipment" shall mean personal property as well as materials and equipment. e, The words, "Contracting Officer" shall mean the Government official, identified in this Agreement, who is solely authorized to approve and direct changes or modifications to this Agreement and to bind the Government contractually. 1. THE PARTIES This sale and transfer of the equipment listed in Attachment A is between Augusta and DOE, 2. CONSIDERATIONIPAYMENT All rights, title, and interest to the equipment shall transfer by sale from DOE to Augusta according to the terms and conditions of this Agreement. Augusta shall pay DOE the sum of $55,060 for the equipment. Payment for the equipment specified in this Agreement shall be made by check payable to DOE and delivered to DOE within thirty (30) days of the date of this Agreement. 3. SALE OF EQUIPMENT The equipment sale and transfer shall include the equipment identified in Attachment A which is attached hereto and incorporated herein, with potential .; ~. Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 5 of 15 exceptions as follows: equipment identified by DOE as Export Control sensitive; radiologically contaminated equipment which in DOE's opinion cannot be feasibly and/or economically decontaminated; equipment containing materials hazardous to personnel and/or the environment which are specifically prohibited from sale to return to commerce by Federal, state, or local laws and regulations; and equipment, which for any reason, is prohibited or restricted from sale by Federal, state, or local laws and regulations, Equipment which cannot meet these criteria shall be excluded from the transferred equipment in Attachment A. The parties will enter into good faith negotiations to arrive at an equitable adjustment in price in the event any equipment is excluded from the list in Attachment A by reason of failure to meet the above criteria, Any dispute arising from the failure of the parties to reach agreement regarding such an equitable adjustment in price, will be settled pursuant to the Disputes Clause herein. 4. AUGUSTA COMMITMENT Augusta agrees to upgrade and maintain its water treatment facilities for a period of at least five years from the date of this Agreement. If, for any reason, Augusta determines it is necessary to close this operation prior to five years, Augusta agrees to pay DOE $119,409 which represents the difference between the purchase price of $55,060 and the (deinstalled) fair market value of $174,469, 5. TITLE The Government will transfer clear title of the equipment to Augusta upon delivery as described in the Delivery Clause herein, 6. CONTRA TING OFFICER All matters pertaining to this Agreement for sale shall be referred by Augusta to the DOE Contracting Officer. The name and address of the DOE Contracting Officer follows: u. S, Department of Energy Savannah River Operations Office Attn: Thomas E, Reynolds, Contracting Officer (803)725-1680 p, O. BoxA Aiken, SC 29802 Sales Agreement No. DE-SC09-99SRI8983 The City of Augusta, Georgia Page 6 of 15 6A. TECHNICAL DIRECTION During the performance of work by Augusta (and/or its agents/subcontractors) to remove equipment from SRS property, technical direction will be provided to Augusta by the Contracting Officer's Representative (COR), Prior to commencement of the work, the COR will be designated in writing to Augusta by the Contracting Officer, The COR has authority only to direct Augusta's activities pertaining to accomplishment of the work effort herein described and has no authority to modify or change any of the terms and conditions set forth in this agreement. 7. EQUIPMENT CONDITION The equipment shall be transferred in "AS IS" condition, 8. THE AGREEMENT Failure of either Party to enforce any of the provisions of this Agreement, or failure to require strict performance by the other Party of any of the provisions hereof, or failure to perform any part of this Agreement, shall not release either of the Parties from any of its obligations under this Agreement and shall not be deemed a waiver of any rights of the Parties to insist upon performance thereof, or of either Party's rights or remedies under this Agreement or by law, and shall in no way affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to strictly enforce each and every provision, No purported oral modification or revision of this Agreement by persons acting on behalf of either Party shall operate as a waiver of any of the provisions hereof. This written Agreement is intended as the final, complete and exclusive statement of the tenns of the agreement between the Parties. All prior proposals, communications, negotiations, understandings and representations relating to the subject matter of this Agreement, whether verbal or written, are hereby abrogated, superseded and withdrawn, The Parties agree that parol or extrinsic evidence may not be used to vary or contradict the express terms of this Agreement and that recourse may not be had to alleged prior dealings to explain or supplement the express temlS of this Agreement. No waiver of any provisions hereof shall be effective, unless set forth in a written instrument signed by authorized representatives of both Parties. Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 7 of 15 9. DELIVERY AND EQUIPMENT REMOVAL RESPONSIBILITIES All rights, title, and interest of the United States in each piece of equipment will be conveyed at the time of delivery, Delivery shall be upon pickup and shipping of equipment by Augusta. Prior to pickup/delivery of the equipment listed in Attachment A by Augusta, Shipping Order(s) shall be prepared by DOE/WSRC listing the specific items of equipment being picked up and shipped by Augusta, The shipping documents shall be signed on behalf of DOE/WSRC and Augusta, DOE agrees to use its best effort to locate and deliver the equipment described in Attachment A; however, should DOE be unable to locate an item, DOE shall attempt to find and substitute a similar item, or item of equal value, Augusta shall be responsible for pickup, loading, rigging, shipping and providing all equipment necessary to safely secure the equipment for transport and removal from SRS property. Augusta shall be the shipper. Equipment identified in Attachment A, which is not located in "Excess" for pickup, is installed in the identified field location and must be removed by Augusta (and/or its agents/subcontractors) at Augusta's expense, Key DOE/WSRC preparations/responsibilities and Augusta coordinations and responsibilities for equipment removal are identified as follows: Augusta personnel working in controlled site areas shall be required to be badged per site procedures, and shall be subject to security searches and access controls as required by DOE and SRS procedures, DOE/WSRC shall disconnect (de-terminate) electrical power and physically isolate all energy sources from the field installed equipment prior to Augusta, and/or its agents, beginning removal work. DOE/WSRC shall clearly tag and identify the equipment to be removed, Augusta shall verify the identity of equipment to be removed, Augusta shall verify that all energy sources have been physically isolated from the equipment prior to commencement of work, Augusta onsite work shall be performed under a SRS/WSRC Work Clearance Permit (WCP) and shall be performed under SRS site safety rules, oversight and controls/procedures as defined by the DOE COR and/or representatives, At a minimum, these controls shall include, but are Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 8 of 15 not limited to, a requirement for a job specific Health and Safety Plan (HASP) and a WCP (with job specific controls and permits), Augusta personnel, and/or its agents/subcontractors, performing work at SRS shall be required to follow standard OSHA practices in the performance of any onsite work and shall comply with site safety practices and specific coordination DOE, or its contractor WSRC, may require, Augusta personnel, and/or its agents, performing work at SRS will be required (at a minimum) to take an 8 hour General Employee Training (GET) course prior to performing work onsite, Augusta riggers and welders must be experienced and qualified per OSHA and site standards, If any welding, grinding, or cutting is to be performed, a site Hot Work Permit will be required and workers must be qualified to OSHA standards with a qualified fire watch per SRS requirements, Augusta, and/or its agents, shall not work on energized SRS equipment/systems, Augusta shall cut all conduits, ducts, and piping (and other physical connections) of the equipment to site systems and leave approximately 4 inches of stub on conduits and piping for capping or plugs, Augusta shall install caps or covers on all cut conduit, ducts, and piping and shall be installed to the satisfaction of the DOE COR and/or designated representatives. Augusta shall provide all equipment required to de-install, remove, rig :md transport purchased equipment offsite, Augusta shall be responsible for all rigging and shipping, After completion of work by Augusta, Augusta shall clean up the jobsite and leave it in the condition found before work was performed, Augusta shall be legally and solely responsible for the safety of its employees, agents, and/or subcontractors, 10. RISK OF LOSS a, Prior to passage of title to Augusta, DOE will make a best effort to care and/or protect the property from any loss, damage, or destruction occurring during such period, but in no way shall DOE be liable for any resulting loss, damage, or destruction during this period, b. After the passage of title, all risk of loss, danlage, or destruction from any cause whatsoever shall be borne by Augusta, . . Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 9 of 15 11. EQUIPMENT REMOVAL a, Each released piece of equipment specified in Attachment A must be removed from the Savannah River Site no later than three (3) months after it has been given an Unrestricted Release, The Contracting Officer may waive or modify this requirement in writing based solely upon the needs of DOE, The Unrestricted Release date for this Agreement shall be the completed Agreement signing date (by both parties). b. Without DOE waiver, all equipment specified in Attachment A that is not removed from the Savannah River Site within three (3) months after an Unrestricted Release has been obtained, shall be deemed abandoned by Augusta and may be used or disposed of by the Government in any manner, whatsoever, without any liability to account to Augusta therefor and shall not be deemed a breach of this Agreement on the part of DOE, but such abandonment shall in no way reduce any obligation of Augusta to perform restoration under this article, 12. DISCLAMER OF WARRANTY THE AGENT AND/OR THE GOVERNMENT MAKE NO GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THE KIND, SIZE, WEIGHT, QUALITY, CHARACTER, DESCRIPTION, OR CONDITION OF ANY OF THE PROPERTY, OR ITS FITNESS FOR ANY USE OR PURPOSE; OR THAT THE PROPERTY WILL NOT CAUSE INJURY OR DAMAGE TO PERSONS OR PROPERTY; OR THAT ANY INFORMATION FURNISHED AS TO THE PROPERTY, ITS CONTAMINATION, OR OTHER MATTERS WHICH MAY CONCERN IT IS COMPLETE OR ACCURATE; AND NEITHER THE AGENT NOR THE GOVERNMENT SHALL BE HELD RESPONSIBLE FOR ANY SUCH INJURY OR DAMAGE, 13. GOVERNMENT NON-LIABILITY/AUGUSTA LIABILITY a, Augusta covenants that it will indemnify and save and hold harmless the Government, its contractors and subcontractors at any tier, its officers, agents, and employees for and from any and all liability or claims for damages to property or injuries to or death of persons which may arise from or be incident to the removal of the equipment by Augusta or for damages to property or injuries to or death of persons, resulting from use . . Sales Agreement No. DE-SC09-99SRI8983 The City of Augusta, Georgia Page I 0 of I 5 of the equipment. To the extent necessary to effectuate the foregoing indemnification obligation, Augusta specifically waives any and all immunity provided by any industrial insurance or workers' compensation act and agrees to release, indemnify, and save harmless the Government, its Savannah River Site contractors, and their agents, employees, and representatives from liability for any action brought by or on behalf of Augusta's own employees or agents or the agents or employees of any of Augusta's subcontractors at any tier in accordance with the provisions of this clause, b, Augusta further covenants that any property of the Government (other than the equipment) damaged or destroyed by Augusta incident to Augusta removal of the equipment, shall be promptly repaired or replaced by Augusta to the satisfaction of the local DOE-SR Representative, or in lieu of such repair or replacement shall, if so required by the said officer, pay to the Government money in an amount sufficient to compensate for the loss sustained by the Government by reason of the destruction of the property , 14. COVENANT AGAINST CONTINGENT FEES (FAR 52.203-5) Augusta warrants that no person or agency has been employed or retained to solicit or obtain this Agreement upon an agreement or understanding for a contingency fee, except a bona fide employee or agency, For breach or violation of this warranty, the government shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the contingent fee, "Bona Fide agency," as used in this clause, means an established commercial or selling agency, maintained by Augusta for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence, "Bona Fide employee," as used in this clause, means a person, employed by Augusta and subject to Augusta's supervision and control as to time, place, and manner of performance who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence. "Contingent fee," as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract. . . Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page II of 15 "Improper influence," as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter. 15. DISPUTES Notwithstanding any other clause in this Agreement, disputes relative to this clause will be governed by the procedures in 48 CFR 52.233-1, Alternate 1. 16. SEVERABILITY Should any term or provision of this Agreement, or any part thereof, be held unenforceable for any reason, such unenforceable term or provision, or part thereof, shall not affect the remainder of this Agreement, it being agreed the provisions hereof are severable, 17. CAPTIONS & SUBTITLES All captions or subtitles used herein are intended solely for convenience of reference and shall In no way limit or broaden any of the provisions of this Agreement. 18. ASSIGNMENT OF SALE Augusta shall not assign or transfer this Sale or any interest herein, or claims hereunder, without the prior written consent of DOE or DOE's assignee. 19. VEHICLEfEQUIPMENT AUTHORIZATION Personal vehicles are not allowed within operating areas, A list of vehicles required to perform the equipment delivery/pickup tasks should be presented to the DOE COR, or designated field representative, no later than the time of initial badging, DOE reserves the right to reject certain vehicles that are deemed not required for the performance of the work, 20. EXPORT RESTRICTION NOTICE The use, disposition, export and re-export of this property is subject to all applicable U.S. laws and regulations, including the Atomic Energy Act of 1954, as amended; the Arms Export Control Act (22 USC 2751 et seq,); the Export . . Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 12 of 15 Administration Act of 1979 (560 USE Append 2401 et seq,); DOE Regulations (10 CFR Part 810); International Traffic in Arms Regulations (22 CFR 120 et seq,); Export Administration Regulations (IS CFR 730 et seq,); Foreign Assets Control Regulations (31 CFR 500 et seq,); and the Espionage Act (37 USC 791 et seq.) which among other things, prohibit: a) the making of false statements and concealment of any material information regarding the use or disposition, export or re-export of the property; and b) any use of disposition, export or re-export of the property which is not authorized in accordance with the provisions of this Agreement. 21. LIST OF ATTACHMENTS Following is the list of Attachments to this Agreement: Attachment A - Augusta Excess Equipment List 22. ENTIRETY This Agreement, including the documents incorporated by reference herein, sets forth the entire agreement of the parties with respect to the accomplishment of the Sale identified above, No change, modification or attempted waiver of this Agreement or of any of its provisions shall be of any effect unless in writing and duly signed on behalf of the party against which it is sought to be enforced. This Agreement shall be binding upon the parties and upon their respective heirs, executors, administrators, personal representative, successors and assignees, vf ~ Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 13 of 15 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year written below. United States Department of Energy - T. E. Reynard! . Name: Contracting Officer Titl<~ Sig Date: c:2- P6 /99 '" The City of Augusta, Georgia Name: Title: Signature: Date: 8o~ ~ OU-K1 . 4... ... Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 14 of 15 ATTACHMENT A The City of Augusta. Georeia Excess Equipment List Excess Number Description Quantity Location 24410-1 Welder, 1985 Miller BIG 40 Trailer Mounted, SN:JF885250 1 Excess 24416-1 Welder, 1985 Miller BIG 40 Trailer Mounted, SN:JF885248 1 Excess 24427 -1 1988 Linclon trailer mounted welder; SN: A 1113266 SME 55-606; model SA-200 1 Excess 24784-1 GENERATOR, OMAN 6.5 KW 1995 SN:A953312040 1 Excess 26351-1 *Detroit Diesel Generator System with Enclosure and Accessories; GM 6-71; 138KW; Control CAB# 2 EN# 1961-500-51 SRO 5882, Ace No. 5821; 108-4L 1 108-4L 26366-1 *Diesel Generator system SRO #8400, Ace No. 5822; 3508 Catapillar Diesel-generator set, 800KW, 480 vac, 3 ph; ENK107-107A--608-00; 1989; buildings 154-2K & 107-1K; includes building, 5000 gal.fuel tank; supporting equipment 1 107-1K 26367 -1 *Diesel Generator System SRO # 8401, Ace No. 5823; 3508 Catapillar Diesel-generator set, 800KW, 480 vac, 3 ph; ENK107-107B-608-00; 1989; building; 5000 gal tank; Located in 221-25F; Training Unit 1 221-25F 26368-1 *Detroit Diesel Generator system SRO #5880, Ace No. 5824; General Motors 6-71; EN 9959-500-50; 138KW; with accessories; 275 qal tank; 501-L 1 501-L 26369-1 *Detroit Diesel Generator System (including 2 ea. Generators #138KW) with Enclosure and Accessories; GM 6-71; 138KW; Control CAB# 1 EN# 1961-500-50; SRO 5881, Ace No. 5825; 108-4L 1 108-4L 26642-1 *Diesel-generator set; ELI 313055; 183-3P, 365 KW, 456 KVA, 480VAC, 3 PH, Kohler model 350ROZ71; Cummings 460 HP diesel; with building ;proj 3638 1 183-3P 26642-2 *Motor Control Center ELI 313078; for 183-3P and associated loads; proj 3638; with building; includes MCC-183-3P-A and transfer sw. 1 183-3P 4 , Sales Agreement No. DE-SC09-99SR 18983 The City of Augusta, Georgia Page 15 of 15 26679-1 *Well system 905-79F; pump Layne Bowler 12RKBH, 5 stage, 1000 gpm at 283TDH, with drive rods, pipe, switchgear, etc.; 125 hp US Elect. Motor 1 905-79F 24541-3 GE Induction Motor 300 HP, Model 5K6287KH669A 1 Excess * - indicates equipment with Augusta removal costs,