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Home My WebLink AboutReso. 1986 - 049 - Approving the award/contract together with part i-simlified representations and certification between the city of redding and the department of energy ' 110 RESOLUTION NO. gZ- 1249 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE AWARD/CONTRACT, TOGETHER WITH PART I-- SIMPLIFIED REPRESENTATIONS AND CERTIFICATIONS, BETWEEN THE CITY OF REDDING AND THE DEPARTMENT OF ENERGY, WESTERN AREA POWER ADMINISTRATION, TO OBTAIN $25 ,000 . 00 IN GRANT FUNDS TO PARTIALLY FUND THE CITY'S "STEP" (SHAVE THE ENERGY PEAK) AIR CONDITIONING LOAD MANAGEMENT PROGRAM, AND AUTHORIZING THE MAYOR TO SIGN SAME. BE IT RESOLVED by the City Council of the City of Redding as follows: 1 . That pursuant to the City Council authorizing the implementation of the "STEP" (Shave the Energy Peak) Air Conditioning Load Management Pilot Program (ACLM) on May 20 , 1985 , the City Council of the City of Redding hereby approves the attached Award/Contract, together with Part I—Simplified Representations and Certifications , between the City of Redding and the Department of Energy, Western Area Power Administration, to obtain $25, 000. 00 in grant funds to partially fund said Program; and 2. That the Mayor of the City of Redding is hereby authorized and directed to sign all necessary documents on behalf of the City of Redding, and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress 411 it rai the official seal of the City of Redding on the aforesaid documents, when appropriate; and 3. That a true copy of the Award/Contract, together with Part I--Simplified Representations and Certifications, referred to herein are attached hereto and made a part hereof. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 3rd day of March , 1986 , and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Demsher, Gard, Pugh, & Kirkpatrick NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Fulton ABSTAIN: COUNCIL MEMBERS: None FALAddiVed HOWARD D. KIRKPA 'ICK, Mayor City of Redding ATTEST: 72J2. r ETHEL A. NICHOLS, City Clerk FORM APPROVED: RADALL A. HAYS, city Attorney -2- �w...rr..l.r f.rW.w�. ..f,r,•. .r•M.,rr.,.a.rrw....rtr+......,w •r....w... _.._......._- _._ __ _ • f 11 IP 1. THIS CONTRACT ISA RATED ORDE R RAI INC PAGE OF PALL' AWARD/CONTRACT UNDER DPns (15 CFR 350) II 1 ( 46 • :.i.cEWTR'ACT(Proc. Inst. !dent.)NO. 3.EFFECTIVE DATE 14.REQUISITION/PURCHASE REQUEST/PROJECT NO. DE-AC65- 86WP16181 - J • 65-8614P161811.000 5.ISSUED BY CODE I 1 (.ADMINISTERED BY (ll other than/lc� .5) - CODE Department of Energy Western Area Power Administration F RM A P ®V • 1627 Cole Blvd. , Suite 103,. Attn: A1522 /� I Golden, CO 80401 - )) CITY LEC AM nFPT, 7.NAME AND ADDRESS OF CONTRACTOR (No..street,city,county.State and ZIP Code) 8.O LIVERY II �� City of Redding n FOB ORIIGIN ( ^1 OTHER (See below,/ . Attn: Rick Coleman, Resources Manager 9.DISCOUNT FOR PROMPT PAYMENT 760 Parkview Avenue • Redding, CA 96001 I N/A 10.SUBMIT INVOICES (ITEM • . (4 conics unless other- M1 11 wise specilied)1TO THE CODE FACILITY CODE ADDRESS SHOWN IN: 11.SHIP TO/MARK FOR 12.PAYMENT WILL BE MADE BY Western Are Power Admi ni s��r tion tern Area• Power Admi ni strati Weson Sacramento Area Office .P.O. Box 3402, Attn: (A1321 - 1825 Bell St. • Attn: Guy NelsonII Sacramento, CA 95825 Golden, CO 80401 U 13.AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPS fl 14.ACCOUNTING AND APPROPRIATION DATA TION: . lOU.S.C.2304fc1( ) 41 U.S.C. 53(cl( ) WMF-NNCV-MG50-908-1000 $25,000.00 (� n ___G-0P-N6-16181. 03 15A.ITEM NO. 158.SUPPLIES/SERVICES 15C.QUANTITY 15D. UNIT '115E. UNIT PRICE 15F.AMOUNT • 01 . Economic.Analyses for Conservation • - • & Renewable Energy Technologies 1 job $ 25,000.00 • 15G.TOTAL AMOUNT OF CONTRACT k' s 25,000.00 - . 16. TABLE OF CONTENTS il (1) SEC. DESCRIPTION • PAGE(S) WI SEC DESCRIPTION PAGES) PART I-THE SCHEDULE PART II-CONTRACT CLAUSES X A SOLICITATION/CONTRACT FORM 01 X t ( CONTRACT CLAUSES • t.-18 X B SUPPLIES OR SERVICES AND PRICES/COSTS 02 PART III -LIST OF DOCUMENTS,EXHIBITS AND OTHER ATTACH. XX C DESCRIPTION/SPECS.AVORK STATEMENT 03 J-1 LIST OF ATTACHMEN _ � TS _ 0 PACKAGING AND MARKING fly PART IV-REPRESENTATIONS AND INSTRUCTIONS X E INSPECTION AND ACCEPTANCE 06 K REPRESENTATIONSICERTIFICATIONS AND X F . DELIVERIES OR PERFORMANCE 07 OTHER STATEMENTIIC OF OFFERORS X G CONTRACT ADMINISTRATION DATA 09 L INSTRS..CONDS..AND NOTICES TO OFFERORS X H SPECIAL CONTRACT REQUIREMENTS 12 M EVALUATION FACTcORS FOR AWARD - CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18ASAPPLlCABLE 17. tCONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is re- 18. •rill AWARD (Contractor it X r s not required (o sign this document.) Your au/red to sign (his document and return. _J_ copies to issuing office.) offer on Solicitation Number III _ _ Contractor agrees to furnish and deliver all Items or perform all the services set including the additions or changes made by you which additions or chances. forth Or otherwise Identified above and on any continuation sheets for the are set forth in lull above, .s hereby accepted as to the items listed above and Consideration staled herein. The rights and oblica(ions of the parties to this On any continuation sheets. This award consummates the contract wniCh Can- Contract shall De subject to and governed by the following documents= (a) this silts of the following documents: ta) the Government's sohCrtatiOn and your award/Contfact, (b) the solicitation,it any,and(C)Such provisions,representa- utter, and (b) this award/COntraCt. Pao further Contractual document IS neCes- lions, certifications, and specifications, as are attached or incorporated by Bary. II reference herein. (Attachments are listed herein.) 19A.NAME AND TITLE OF SIGNER (Type ur print) 20A.NAME OF CONTRACTINGII OFFICER flHoward D. Kirkpatrick , Mayor 19B.NAME OF CONTRACTOR 19C.DATE SIGNED 20B.UNITED STATES OF AMERICA 20C.DATE SIGNED BY T - BY r.-_ -II - __ , (Signature of person authorized to sign) (Si`nature of Con fracline Officer) n -- NSW 7540-01.152-8069 26.107 STANDARD FORM 2G(REV.4-N5�) PREVIOUS EDITION UNUSABLE il • Prescribed by G SA FAR (48 CFR1 53.214ts) .--r,es . l(VC r\ .. Ar.U..7gA 4111 , Alk 1 SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS 61. ITEMS BEING ACQUIRED (APR 1984) • The Contractor shall furnish all personnel , facilities, equipment, material, supplies, and services (except as may be expressly set forth i91 this contract as furnished by the Government), and otherwise do all things nelcessary for, or incident to, accomplishing the following items of work: Line Item Description Unit Quantity Amount 01 Economic Analyses for . Conservation and Renewable Energy Technologies in accordance with the , Statement of Work, Section C 1 job $25,000. 00 • B2. COST-SHARING ARRANGEMENT (APR 1984) (a) Estimated Cost. The total estimated cost for the work to be accomplihsed under this contract is $67,200. 00 1 (See the clause entitled "Cost-Sharing-No Fee" or "Cost-Sharing-No Fee - Alternate I"). (b) Cost Sharing. The Contractor and the Government agree to share the cost of the effort under this contract as follows- SHARE OF THE ACTUAL COST OF PERFORMANCE • Dollar Share Percent Share Government $25,000.00' 37% ' • Contractor $42,200.00 63% . Total ' $67,200.00 : 100% (c) Government' s Obligation. The Government' s obligation is limited to $25,000.00 on account of performance of the contract as ar whole, and is given further limited to the amount of funds allocated to: this contract at any given time in accordance with the Limitation of Cost or Funds clause of the contract. • (d) Cost Overrun. If the Contractor incurs a cost overlun under this contract, the Contractor agrees that its share of the overrun cost will be at the same percentage share as stated in paragraph (h Cost Sharing above. • . • SECTION C ' • ' CONTRACT NO. DE-AC65-86WP16181 PROPOSAL NO. S-21 ECONOMIC ANALYSES OF CONSERVATION AND RENEWABLE ENERGY TECHNOLOGIES STATEMENT OF WORK FOR CITY OF REDDING, CA I. BACKGROUND The information provided in Notice of Program Interest (NOPI) DE-NP65-85WP16038 defines the background, overall program objective, discussion, and general contract parameters associated with the statement of work (SOW) . Therefore, the NOPI is included as an integral part of this SOW and subject to the limitations defined within this contract. The NOPI also defines the broad program scope, evaluation • details, and basic proposal procedures. II. OBJECTIVE The objective of this contract is to provide direct technical assistance to Western Area Power Association (WAPA) customers or support organizations that propose economic analyses which directly benefit WAPA or its customers. - This contract will provide effective energy services _ to WAPA or its customers as defined in the contractor's proposal . The contractor proposal is considered an integral part of the SOW and is also incorporated by reference in the contract, subject to changes or modifications identified within this contract. III. SCOPE OF WORK Under this SOW, the contractor is to provide all nonpersonal services required to accomplish the economic analysis defined within the contractor's proposal , subject to modifications or changes as defined below. The contractor will furnish all labor, material , transportation, and incidental support necessary to the conduct of this economic analysis. IV. TECHNICAL AMENDMENTS OR ADDITIONS The contractor's proposal is hereby amended or added to as follows for the purposes of this contract: A. No WAPA funds may be used in this study for the purchase of equipment, land, hardware, or facilities for this contract. • `. 1' �.�`it V 11 ' . Y f • , . • . _ . . . . . . '' ;, 'CONTRACT NO. DE-AC65-86WP16181 PROPOSAL NO. S-21 V. CONTRACT DELIVERABLE-END ITEMS Communication during the contract is essential . Therefore, the contractor shall contact the Area Office Contracting Offi.ceqs Technical Representative (COTR) or his designated alternate by telephone at the end of each month for the duration of the contract period. For this ' contract, the COTR shall be: Guy Nelson, Conservation Officer Western Area Power Administration Sacramento Area Office 1825 Bell Street . Sacramento, CA 95825 ph. (916)978-4435 Written quarterly progress reports will be required. These should be short (1- to 2-page) reports and should include, at a minimum: (1) a statement of the costs incurred to date; (2) a status report on the progress to date; and (3) a discussion of any significant problems encountered. Each completed economic analysis requires: (1) a final study report (5 to 10 pages plus any appendices) and (2) a 1- to 2-page executive summary as the deliverable end products. Two draft copies o:If each - dcliv_crable (documents, draings, specifications, etc, ) are 'it o be submitted to the COTR_:for WAPA review and acceptance 1 month prior to contract completion. Five copies_ of final study reports and the _ - _ executive-summary are due at contract completion. VI. SCHEDULE The schedule for this contract shall be twelve months from contract award. VII. COST-SHARING AND CONTRACT PARTIAL PAYMENTS WAPA will fund up to $25,000 of the proposed $67,200 study cost of this proposal . Contract partial payments will be made as follows: 25 percent of the contract value per quarter elapsed from date of controct award with the final payment of 25 percent contingent upon WAPA acceptance of the final study report and executive summary during the last month. II . :. -• •Y 411) .,,..'.! ` , SECTION D - PACKAGING AND MARKING Dl. PACKAGING (APR 1984) • 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) . D2. MARKING (APR 1984) • (a) Each package , report , or other deliverable shall be accompanied by a letter or other document which- (1) Identifies the contract by number 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 a partial or full satisfaction of the requirement. (b) For any package , report , or other deliverable being delivered to a party other than the Contracting Officer, a copy of the document requirea in (a) above shall be simultaneously provided to the office administering the contract , as identified in Section G of the contract , or if none, to the Contracting Officer. SECTION E INSPECTION AND ACCEPTANCE • El. INSPECTION (APR 1984) Inspection of all items under this contract shall be accomplished by the DOE Project Manager, or any other duly authorized Government representative. E2. ACCEPTANCE (APR 1984) Acceptance of all work and effort under this contract (including "Reporting Requirements," if any) shall be accomplished by the Contracting Officer, or any duly designated successors. E3. PLACE OF INSPECTION AND ACCEPTANCE Inspection and acceptance of all services to be provided under this contract shall be effected at the following address: Department of Energy Western Area Power Administration Sacramento Area Office 1825 Bell St. , Attn: Guy Nelson, Conservation Officer c CA 9 8 .,ac, a„�on,;;,, 25� • • 5 • 41P . SECTION F - DELIVERIES OF PERFORMANCE Fl. ., TERM OF CONTRACT • The performance period of this contract shall commence upon the effective date of contract award and continue through the next twelve (12) months. F2. PLACE OF DELIVERY Delivery of all documents, reports, summaries, etc. , required by paragraph IV. Contract Deliverable End Items, Section C, shall be made to the following destination: Department of Energy Western Area Power Administration Sacramento Area Office 1825 Bell St. • Sacramento, CA 95825 • • tiLU'v C J'tt6 f' • •'i • SECTION F DELIVERIES OR PERFORMANCE F3. FAR 52.247-34 F.O.B. DESTINATION (APR 1984) . (a) The term "f.o.b. destination," as used in this clause, means- (1) Free of expense to the Government, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and (2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage, accessorial , or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consigned If the Contractor uses rail car r i" cr freight forwarder for less tial carload shipments, the Contractor shall assure that the carrier will furnish tailgate delivery if transfer to truck is required to complete delivery to • consignee. (b) The Contractor shall- (1)(i ) Pack and mark the shipment to comply with contract specifications; or (ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements; (2) Prepare and distribute comercial bills of lading; (3) Deliver the shipment in good order and condition to the point of delivery specified in the contract; (4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract; (5) Furnish a delivery schedule and designate the mode of delivering carrier; and (6) Pay and bear all charges to the specified point of delivery. 'Jr 04 6 • SECTION G CONTRACT ADMINISTRATION DATA G1. CORRESPONDENCE PROCEDURES (APR 1984) To promote timely and effective administration, correspondence (except for invoices and reports) submitted under this contract shall be subject to the following procedures- (a) Technical Correspondence. Technical correspondence (as used herein, excludes technical correspondence where patent or technical data issues are involved and correspondence which proposes or otherwise involves waivers, deviations, or modifications to the requirements, terms, or conditions of this contract) shall be addressed to the .DOE Project Manager, with an information copy of the correspondence to the DUE Contract Specialist (see below) and to the cognizant Government Contract Administration Office (if other than DOE) designated on the Contract Form (Block 6) (e.g., AWARD/CONTRACT, Standard Form 26) of this contract). (b) Other Correspondence. (1) If a Government Contract Administration Office is designated in Block 6 on the face page of this contract, all administrative correspon- dence, other than technical correspondence, shall be addressed to the Corlteoctit;g Offices at the Government Contract Ad ini trutilon Office so designated, with information copies of the correspondence to the DUE Contracting Officer, DUE Project Manager, and to the DOE Patent Counsel (where patent or technical data issues are involved). (2) If no Government Contract Administration Office is designated in Block 6 on the face page of this contract, all correspondence, other than technical correspondence shall be addressed to the DOE[ Contracting Officer, with information copies of the correspondence to the DOE Project Manager, and to the DOE Patent Counsel (where patent of technical data issues are involved) . (c) Subject Lines(s). All correspondence shall contain a subject line commencing with the contract number, as illustrated below- "SUBJECT: Contract No. (Insert the contract number from coven page BLOCK 2). ( Insert subject topic after contract number; e.g., "Request for subcontract placement consent")." 62. GOVERNMENT CONTACT FOR POST-AWARD ADMINISTRATION (APR 1984) 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 (see clause G1. (a) , for definition)- 4 04 0 . 410r 4Itr • (a) Government Contract Administration Office. If a Govprnment Contract Administration office is designated in B o kc 6 on the face page of this contract, the Contractor shall use the Contracting Officer at the Government Contract Administration Office so designated as the focal point of contact for all matters regarding this contract, except technical matters. If this contract is delegated only for property administration, the cognizant administrative agency shall be contacted only for those areas delegated. (b) DOE Contracting Officer. If no Government Contract Administration office is designated in Block 6 on the face page of this contract, the Contractor shall use the DOE Contract Specialist designated below as the focal point of contact for all matters regarding this contract, except technical matters. (c) DOE Contracting Officer's Address. The Contracting Officer's address is as follows: U.S. Department of Energy Western Area Power Administration P.O. Box 3402, ATTN: A1522 • Golden, CO 80401 (d) DOE Contract Specialist. The DOE Contract Specialist for the contract is located at the address in (c) above and is as follows: Contract specialist Name: Patricia Goary Telephone: (303) 231-1578 • _ G3. DOE PROJECT MANAGER ADDRESS (APR 1984) The DOE Project Manager's address is as follows: • U.S. Department of Energy • Western Area Power Administration Sacramento Area Office 1825 Bell St. , Attn: Guy Nelson, Conservation Officer Sacramento, CA 95825 Telephone: (916) 978-4435 The DOE Project Manager identified for this contract if the DOE Contracting Officer's Technical Representative (COTR). The Contractor shall use the COIR as the point of contact on technical matters (see G1.(a), above, for definition) , subject to the restrictions in the clause H1. entitled "Technical Direction." G4. BILLING INSTRUCTIONS (APR 1984) The Contractor shall submit invoices to the Contracting Office through the COTR named in G3 above in accordance with the schedule of approved payments shown in paragraph VI, Cost-Sharing and Contract Partial Payments, Statement of Work, Section C. , 1 • •♦ 41, G5. DEFECTIVE OR IMPROPER INVOICES • Name (where practicable), title, phone number, office name, and complete mailing address, of officials of the business concern to be notified when the Government receives a defective or improper invoice. Rick Coleman • City of Redding 760 Parkview Ave . Redding, CA 96001 Telephone (916) 225-4351 G6. BILLING If payment is to be made to an address different from that shown in block 15A of the Standard Form 33, the Contractor shall enter the complete address in the space provided below- City of Redding Finance Department, Attn: Shelly Jenkins 760 Parkview Ave. Redding, CA 96001 • 1'I ;,rii: ti; SECTION H SPECIAL CONTRACT REQUIREMENTS H1. TECHNICAL DIRECTION (APR 1984) . (a) Performance of the work under this contract shall be subject to the technical direction of DOE Project Manager or Technical Representative identified elsewhere in this contract. 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 purosuit of certain lines of inquiry, fill in details or otherwise serve to accomp- lish the contractual Statement of Work. (2) Provision of written information to the Contractor which assists in the interpretation of drawings, specifications, or technical portions of the work description. (3) Review and, where required by the contract, approval of technical reports, drawings, specifications, and technical information to be delivered by the Contractor to the Government under the contract. (b) Technical direction must be within the scope of work stated in the contract. The Project Manager or Technical Representative does not have the authority to, and may nut, issue any technical airectioii 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" ; (3) In any manner causes an increase or decrease in the total esti- mated contract cost, the fixed fee (if any), or the time required for contract performance; (4) Changes any of the expressed terms, conditions, or specifications of the contract; or (5) Interferes with the Contractor's right to perform the terms and conditions of the contract. (c) All technical directions shall be issued in writing by the Project Manager or Technical Representative. (d) The Contractor shall proceed promptly with the performance of techni- cal directions duly issued by the Project Manager or TechnicalRepresentative in the manner prescribed by this clause and within his authority under the • �i provisions of this clause. If, in the opinion of the Contractor, any instruction or direction by the Project Manager or Technical Representative falls within one of the categories defined in (b)(1) through (9 above , the Contractor shall not proceed but shall notify the Contracting Officer in writing within five (5) working days after receipt of any sup instruc- tion or direction and shall request the Contracting Officer to modify the contract accordingly. Upon receiving the notification from they Contractor , the Contracting Officer shall- (1) Advise the Contractor in writing within thirty (30) day after receipt of the Contractor's letter that the technical directiion is within the scope of the contract effort and does not constitute a change under the "Changes" clause of the contract; and (2) Advise the Contractor within 'a reasonable time that the Government will issue a written change order. (e) A failure of the Contractor and Contracting Officer to ayrfe that the technical direction is within the scope of the contract , or a failure to agree upon the contract action to be taken with respect thereto shall be subject to the provisions of the clause entitled "Disputes - AlternateiI." H2. MODIFICATION AUTHORITY (APR 1984) Notwithstanding any of the other clauses of this contract , the Contracting Officer shall be the only individual authorized to: (a) Accept nonconforming work , (b) Waive any requirement of this contract , or (c) Modify any term or condition of this contract. H3. GOVERNMENT-FURNISHED PROPERTY AND DATA - NONE (APR 1984) The Government is not obligated to furnish any real or personal prpperty or data under this contract , and the Contractor is not authorized to acquire any real or personal property or data at the Government's expense under this contract. H4. KEY PERSONNEL /APR 1984) Pursuant to the clause entitled "Key Personnel ," the Contractor's key personnel are as follows : NAME TITLE Robert E . Courtney _� _ Ci ty_Manacter_ y Sam Lindley Director _ Electric Rick Coleman Resource Manager The clause entitled "Key Personnel" contains a requirement for notifica- tion to the Contracting Officer reasonably in advance of diverting of, or substitution for, any of these individuals . That period of time shall not be less than thiry (30) days. • • •'} H5. . REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF THE OFFEROR (APR 1984) The Representations ,Certifications , and Other Statements of the Offeror, dated , for this contract are hereby incorporated by reference. H6. WAIVER OF FACILITIES CAPITAL COST OF MONEY (APR 1984) The Contractor is aware that facilities capital cost of moneyis an allowable cost but waives the right to claim it under this contract as negotiated. H7. RIGHTS TO PROPOSAL DATA (APR 1984) Pursuant to the clause entitled "Rights to Proposal Data" the following is inserted therein: " ". .. pages Not applicable U••• proposal dated Not applicable " I:8, FAR 52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984) a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $25,000.00 dollars. (b) The maximum amount for which the Government shall be Viable if this contract is terminated is $25,00.00 \ dollars. I it 6 .. . ...... .... .. .......... ............... .................................,.............n..•....n•ww.uua.aw.•w.uwrauu•.r.w•�:xr:>.:,.,...... • .• " • • • SECTION I • • CONTRACT CLAUSES • • I1. DEAR 952.209-71 ORGANIZATIONAL CONFLICTS OF INTEREST - GENERAL ' 1115-11-1T64) ' (a) The Contractor warrants that, to the best of its knowledge and belief, and except as otherwise disclosed , there are no relevant facts which could give rise to organizational conflicts of interests as defined in 909.570 or that the Contractor has disclosed all relevant information. (b) The Contractor agrees that, if after award , an organizational conflict of interest with respect to this contract is discovered , an immediate and full disclosure in writing shall be made to the Contracting Officer which shall include a description of the action which the Contractor has taken or proposes to take to avoid or mitigate such conflicts. The Department may , however, terminate the contract for its convenience if it deems such termination to be in the best interest of the Government. (c) In the event that the Contractor was aware of an organizational conflict of interest prior to the award of this contract and did not disclose the conflict to the Contracting Officer, the Government may terminate the contract for default. (d) The provisions of this clause shall be included in all subcontracts for work to be performed similar to the service provided by the prime . Contractor, and the terms "contract ," "Contractor," and "Cont jacting Officer" modified appropriately to preserve the Government's rights. (e) Prior to a contract modification when the Statement of Work is modified to add new work, the period of performance is significantly increased, or the parties to the contract are changed, the Department will request and the Contractor is required to submit either an organizational conflict of interest disclosure or representation or an update of the previously submitted disclosure or representation. I2. FAR 52.216-12 COST-SHARING CONTRACT - NO FEE (APR 1984) (a) The Government shall not pay to the Contractor a fee for performing this contract. (b) After paying 80 percent of the Government's share of the total estimated cost of performance shown in the Schedule, the Contracting Officer may withhold further payment of allowable cost until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interest. This reserve shall not exceed one percent of the Government's share of the total estimated cost shown in the Schedule or $10,000, whichever is less. II OH. t • • 13 . DEAR 952.227-77 RIGHTS IN TECHNICAL DATA - SHORT FORM (APR 1984) (a) Definitions. The definitions of terms set forth in DEAR 927.491 apply to the extent these terms are used herein. • . (b) Allocation of Rights. (1) .The Government shall have- (i ) Unlimited rights in technical data first produced or specifi- cally used in the performance of this contract; (ii) The right of the Contracting Officer or his representative to inspect at all reasonable times up to three years after final payment under this contract all technical data first produced or specifically used in the contract (for which inspection the Contractor or its subcontractor shall afford proper facilities to DOE); and (iii) The right to have any technical data first produced or specifically used in the performance of this contract delivered to the Government as the Contracting Officer may from time-to-time direct during the progress of the work , or in any event as the Contracting Officer shall direct upon completion or termination of this contract. (2) The Contractor shall have- (i) The right to use for its private purposes , subject Co patent, security , or other provisions of this contract , technical data it first produces in the performance of this contract , provided the - data requirements of this contract have been met as of the date of the private use of such data. The Contractor agrees that to the extent it receives or is given access to proprietary data or other technical , business , or financial data in the form of recorded information from DOE or a DOE Contractor or subcontractor, the Contractor shall treat such data in accordance with any irestrictive legend contained thereon, unless use is specifically authorized by prior written approval of the Contracting Officer. (c) Copyrighted Material . (1) The Contractor agrees to , and does hereby grant to the Government , and to its officers , agents, servants , and employees acting within the scope of their duties- (i) A royalty-free, nonexclusive , irrevocable license to reproduce, • translate , publish , use, and dispose of and to authorize others to do so, all copyrightable material first produced or composed in the performance of this contract by the Contractor, its employees , or any individual or concern specifically employed or assigned to originate and prepare such material ; and • II w4M W{Wwu{W.ww.:w.aw.:iu.uuvJvU.i.: vvU vww.wvw.J.wn!.wJU W 0JVJUJ.aIUJWJ4uW{n4,4WY{:.eva..a.tw...onzsiloisurNMMDCW11N)l{3>i b (3 } jj'H.gliti888:i:;:3'::.';.•`:- • 4111 • • (ii) A license as aforesaid under any and all copyrighted or copyrightable works not first produced or composed by the Contractor in the performance of this contract , but which are incoprporated in the material furnished under the contract , provided that such license shall be only to the extent the Contractor now has, or prior to completion or flinal settlement • of the contract may acquire, the right to grant such license. without becoming liable to pay compensation to others solely because .of such • grant. (2) The Contractor agrees that it will not knowingly include any material copyrighted by others in any written or copyrightable material furnished or delivered under this contract without a license as provided for in paragraph (c)(1)(ii ) hereof, or without the consent of the copyright owner, unless it obtains specific written approval of the Contracting Officer for the inclusion of such copyrighted material . 14 . FAR 52.246-5 INSPECTION OF SERVICES - COST REIMBURSEMENT (APR 1984) (a) Definition. "Services ," as used in this clause , includes services performed , workmanship , and material furnished or used in performing services. (b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract perfor- mance and for as long afterwards as the contract requires. (c) The Government has the right to inspect and test all services called for by the contract , to the extent practicable at all places and times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work. (d) If any of the services performed do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, forino additional fee. keen the defects in services cannot be corrected by reperformance, the Government may- (1) Required the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and (2) Reduce any fee payable under the contract to reflect the reduced value of the services performed. • (e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with contract requirements , the Government may- (1) By contract or otherwise , perform the services and reduce any fee payable by an amount that is equitable under the circumstance; or (2) Terminate the contract for default. .. .' • • • •- i + • SECTION I • PART IJ • CONTRACT CLAUSES . (DOE SET 304) • • COST-REIMBURSEMENT RESEARCH AND DEVELOPMENT AND SUPPORT CONTRACTS CONTENTS Page 1. DEAR 952.202-1 DEFINITIONS (APR 1984) 2. FAR 52.203-1 OFFICIALS NOT' TO BENEFIT (APR 1984) 1 3. FAR 52.203-3 GRATUITIES (APR 1984) (I 1 4. FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) II 1 5. FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL1 1985) 1 6. DEAR 952.208-70 PRINTING (APR 1984) 1 7. FAR 52.212-13 STOP WORK ORDER-ALTERNATE I (APR 1984) II 1 9. FAR 52.215-28. FAR 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (APR 1984) II 1 10. DEAR 952.215-18 ORDER OF IATION PTRECEEDENCE (APR APR )1984) II2 II 2 11. FAR 52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (APR 1984) II 2 12. FAR 52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-MODIFICATIONS 2 (APR 13. FAR 52.215-24 SUBCONTRACTOR COST OR PRICING DATA (APR 1985) II I 14. FAR 52.215-25 SUBCONTRACTOR COST OR PRICING DATA-MODIFICATIONS (APR 1985) II 2 15. FAR 52.215-26 INTEGRITY OF UNIT PRICES (JUN 1985) 3 II 16: FAR 52.215-30 FACILITIES CAPITAL COST OF MONEY (APR 1984 3 3 17. FAR 52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY (APR 1984) II I 3 18. DEAR 952.216-7 ALLOWABLE COST AND PAYMENT (APR 1984) 3 19. FAR 52.216-8 FIXED FEE (APR 1984) I 3 20. FAR 52.216-11 COST CONTRACT-NO FEE (APR 1984) I 4 21. DEAR 952.217-70 ACQUISITION OF REAL PROPERTY (APR 1984) II4 22. FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED 4 BUSINESS CONCERNS (JUN 1985) 23. DEAR 952.219-9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN 5 (APR 1984) II 24. FAR 52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (APR 1984) II 5 25. FAR 52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984) II 6 26. FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) I, • 6 27. FAR 52.222-2 PAYMENT OF OVERTIME PREMIUMS (APR 1984) II 6 28. FAR 2.222-329. FAR 52.222-26 OPPORTUNITYEQUALCT LABOR (APR 1984) APR II 7 1984) 6 30. FAR 52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS (APR 1984) 7 31. FAR 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERAAPR 1984) NS 7 32. FAR 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) II 33. FAR 52.223-2 CLEAN AIR AND WATER (APR 1984) 7 34. DEAR 952.224-70 PAPERWORK REDUCTION ACT (APR 1984) II 8 35. FAR 52.228-7 INSURANCE-LIABILITY TO THIRD PERSONS (APR 1984) II 36. FAR 52.232-17 INTEREST (APR 1984) 9 37. FAR 52.232-20 LIMITATION OF COST (APR 1984) I 10 38. FAR 52.232-22 LIMITATION OF FUNDS (APR 1984) I 10 39. FAR 52.232-23 ASSIGNMENT OF CLAIMS (APR 1984) II • 10 1 40. DEAR 952.232-71 PAYMENT DUE DATES AND INVOICE REQUIREMENTS (APR 1984) 1 11 41. DEAR 952.232.73 PAYMENT METHODS (APR 1984) 11 42. FAR 52.233-1 DISPUTES-ALTERNATE I (APR 1984) I 11 43. FAR 52.233-3 PROTEST AFTER AWARD-ALTERNATE I (JUN.1985). III I 11 44. DEAR 952.235-70 KEY PERSONNEL (APR 1984) 12 45. FAR 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984) I 12 46. FAR 52.243-2 CHANGES-COST-REIMBURSEMENT-ALTERNATE V (APR 1984) I 12 47. FAR 52.244-2 SUBCONTRACTS UNDER COST-REIMBURSEMENT AND LETTER CONTRACTS 12 48. FAR 52.244.5 COM 1984) PETITIONIN SUBCONTRACTING (APR 1984) 49. DEAR 952.245.5 GOVERNMENT PROPERTY COST-REIN I 13 48URSEMENT, TIME AND-MATERIAL, ORI 13 LABOR-HOUR DEAR 952.245-5 GOVERNMENT PROPERTY COST-REIMBURSEMENT,LABOR EMENT, TIME-AND-MATERIAL, OR 13 I 51. FAR 52.246-5 INSPECTIONR OF SERVICES-COST RVICES-COUR AT REIMBURSEMENTLTERNATE I ( 9 APR 1985) 15 15 52. FAR 52.246-9 INSPECTION OF RESEARCH AND DEVELOPMENT-SHORT FORM (APR 1984) I 16 • DOE Part It-Contract Clauses (Nov 1985) (Previous Edrtions Obsolete) • 1 • . ' 53. FAR 52.246-25 LUm�ATOW��pL/xB/L�v3ERV|CES (APR 1984) 16 ' � ' 54. FAR 52.247-63 PREFERENCE FDRUS,FLAG AIR CARRIERS (APR 1984) | 16 -^ ' -` '55� FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S'FLAG COMMERCIAL VESSELS ^ ' (APR 1984) 16 56. DEAR 952.247-70 FOREIGN TRAVEL / 17 57. FAR 52.249-5 TERMINATION FOR CONVENIENCE OF THE GDvERmMENT'EDUCAT/ONAL AND OTHER NON-PROFIT INSTITUTIONS (APR 1984) | ' 17 58. FAR 52.249-6 TERMINATION-COST-REIMBURSEMENT (APR 1984) / 17 | 59. FAR 52.248'1* EXCUSABLE DELAYS (APR 1984 19 • ' PATENT AND DATA 60. DOE PR 9'9.102'1 AUTHORIZATION AND CONSENT (JUN 1979) 19 61.. DOE PR 9-9..102-2 AUTHORIZATION AND CONSENT (JUN 1979) / 19 62. DOE PH 9-8103'3 PATENT INDEMNITY (JUN 1979) 19 63. DOE PR 9-9.104 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINMENT (JUN 1979V o ' 19 64. DErAR PATENT Rx3nTS-LONG 1984) U ' 19 65. OMB CIRC. Ac124. PATENT FnGHTS'SMALL BUSINESS FIRMS OR TRANS. MEMO. NON PROFIT ORGANIZATIONS NO. 1 (APR 1984) 22 66. DEAR 927.300(a) PATENTR/GHTS-GHORT FORM (APR 1984) 24 67. DOE PR 9-9.110(c) REPORTING OF ROYALTIES (JUN 1979) 25 68. DEAR 952.227'73 ADDITIONAL TECHNICAL DATA REQUIREMENTS (APR 1984) n 25 69. DEAR 952227'75 RIGHTS IN TECHNICAL DATA-LONG FORM (APR 1884) U 26 70. DEAR 952.227-76 RIGHTS IN DATA-SPECIAL WORKS (JUN 1979) U 26 71. DEAR 952.227-77 RIGHTS IN TECHNICADATA-SHORT FORM (JUN 1979) U 27 72. DEAR 952.227-82 RIGHTS TO PROPOSAL DATA (APR 1984) U 27 • DOE Part (Nov 1985) (Previous Editions Obsolete) w • � ( ) .- ` � . Jr • • •1 •' 1. DEAR 952.202-1 DEFINITIONS (APR 1984) give consideration or to act regarding a Government contract on any- basis other than the merits of the matter, (a) The term "Head of Agency" means the Secretary, Deputy Secretary or Under Secretary of the Department of Energy. - 5. FAR 52.203-6 RESTRICTIONS ON CONTRACTOR SALES (b) "Contracting Officer" means a person with the authority to TO THE GOVERNMENT (J IIL 1985) • enter into, administer, and/or terminate contracts and make related determinations and findings. The term includes certain authorized (a) Except as provided in (b) below, the Contractor shall not representatives of the Contracting Officer acting within the limits of enter into any agreement with an actual or prospective subcontractor, their authority as delegated by the Contracting Officer. nor otherwise act in any manner. which has or may have the effect of (c) Except as otherwise provided in this contract, the term restricting sales by such subcontractors directly to the Government of • • . "subcontracts" includes, but is not limited to, purchase orders and any item or process (including computer software) made or furnished •changes and modifications to purchase orders under this contract. by the subcontractor under this ('contract or under any follow-on (d) The term "DOE" means the Department of Energy. production contract. (b) The prohibition in (a) above does not preclude the Contrac- 2. FAR 52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984) for from asserting rights that are' otherwise autnonzed by law or . • regulation. No member of or delegate to.Congress,or resident commissioner, (c) The Contractor agrees tot incorporate the substance of this shall be admitted to any share or part of this contract,or to any benefit clause, including this paragraph (c), in all subcontracts under this arising from it. However, this clause does not apply to this contract to contract. the extent that this contract is made with a corporation for the corporation's general benefit. 6. DEAR 952.208-70 INTING11 (APR 1984) 3. FAR 52.203-3 GRATUITIES (APR 1984) - The contractor shall not engage in, nor subcontract for, any • printing (as that term is defined in Title I of the U.S Government - (a)The right of the Contractor to proceed may be terminated by Printing and Binding Regulations inleffect on the effective date of this . written notice if, after notice and hearing, the agency head or a contract) in connection with the performance of work under this designee determines that the Contractor, its agent, or another contract. Provided.however,that performance of a requirement under representative- this contract involving the duplication of less than 5,000 copies of a (1)Offered or gave a gratuity (e.g., an entertainment or gift) single unit, or no more than 25,0001units in the aggregate of multiple • to an officer, official, or employee of the Government; and units,will not be deemed to be printing.A unit is defined as one sheet, (2) Intended, by the gratuity, to obtain a contract or size 8 1/2 by 11 inches one side only, one color. A requirement is favorable treatment under a contract. defined as a single publication document. . (b)The facts supporting this determination may be reviewed by 11 any court having lawful jurisdiction. (1) The term "printing" includes the following processes: composition, plate making. presswork, binding, microform publishing, (c) If this contract is terminated under paragraph (a) above,the Government is entitled- or the end items produced by such processes. • (1) To pursue the same remedies as in a breach of the (2) If fulfillment of the contract will necessitate reproduction contract; and in excess of the limits set forth above, the contractor shall notify the contracting officer in writing and Ilobtain the contracting officer's (2) In addition to any other damages provided by law, to approval prior to acquiring on DOE's behalf production, acquisition, and 1. exemplary damages of not less than 3 times nor more than 10 times a6eii�i:�at!Uil of pi-intact .i iprinting must be obtained � -io ti6 r. Such the cost incurred by the Contractor in giving gratuities to the person from the Government Printing Office (GPO). a contract source . concerned, as determined by the agency head or a designee. designated by GPO or a Joint Committee on Printing authorized (This subparagraph (c)(2) is applicable only if this contract uses federal printing plant. II money appropriated to the Department of Defense.) (3) Printing services not obtained in compliance with this guidance will result in the cost oft'such printing being disallowed. (d)The rights and remedies of the Government provided in this (4) The Contractor will include in each of his subcontracts clause shall not be exclusive and are in addition to any other rights hereunder a provision substantially the same as this clause including and remedies provided by law or under this contract. this paragraph'(4). 4. FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES 7. FAR 52.212-13 STOP-WORK ORDER-ALTERNATE I (APR (APR 1984) 1984) (a)The Contractor warrants that no person or agency has been (a)The Contracting Officer may,at any time, by written order to employed or retained to solicit or obtain this contract upon an the Contractor, require the Contractor to stop all, or any part, of the agreement or understanding for a contingent fee, except a bona fide work called for by this contract for all period of 90 day's after the order employee or agency. For breach or violation of this warranty, the is delivered to the Contractor, and for any further period to which the Government shall have the right to annul this contract without liability parties may agree. or,in its discretion,to deduct from the contract price or consideration, The order shall be specifically identified as .a slop-work order or otherwise recover, the full amount of the contingent fee. issued under this clause. e Upon on receipt off the order. trio Contractor (b) "Bona fide agency," as used in this clause, means an shall immediately comply with its terms and take all reasonable steps established commercial or selling agency, maintained by a contractor for the purpose of securing business,that neither exerts nor proposes to minimize the incurrence of costs allocable to the work covered by the order during the period of workllstcppage. Within a period of 90 to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract days after a stop-work order is delivered to the Contractor, or within • ' or contracts through improper influence. any extension of that period to which the parties shall have agreed, the Contracting Officer shall either!' "Bona fide employee," as used in this clause, means a person, (1) Cancel the stop-work order; or • employed by a contractor and subject to the contractor's supervision (2)Terminate the work covered bythe order as provided in and control as to time, place, and manner of performance, who the Termination clause of this contiract. . neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain (b) If a stop work order issued under this clause is canceled or any.Government contract or contracts through improper influence. the period of the order or any extension thereof expires: the Contractor shall resume work. The contracting Officer shall make an "Contingent fee," as used in this clause, means any commission, equitable adjustment in the delivery schedule, the estimated cost. the percentage, brokerage, or other fee that is contingent upon the fee, or a combination thereof, and in any other terms of the contract success that a person or concern has in securing a Government that may be affected and the contract shall be modified. in writing, contract. accordingly, if- (1) (1) The stop-work order results in an increp in the time "Improper influence,"as used it . !is clause, means any influence required for, or in the Contractor'sll costro perty a„,cable to, the that induces or tends to induce a Government employee or officer to performance of any part of this contract; and DOE Part II—Contract Clauses (Nov 1985) t (Previous Editions Obsolete) 1 IP.-L. lillhs't.i�'T t" 0 . . ' • (2)The Contractor asserts a claor the adjustment within produce data compatible with the objectives of these a reports and (2) ` .30 days after the end of the period of work stoppage;provided,that,if • the data reported. p the' Contracting Officer decides the facts justify the action, the (d)Availability. The Contractor shall make available at its office - Contracting Officer may receive.and act upon the claim asserted at at all reasonable times the materials described in paragraphs(a)and • any time before final payment under this contract. (b) above, for examination, audit, or reproduction, until 3 years after • (c) If a stop-work order is not canceled and the work covered final payment under this contract,o'for any shorter period specified in . - by the order is terminated for the conveninece of the Government,the - Subpart 4.7,Contractor Records Retention,of the Feoe'ai Acquisition Contracting Officer shall allow reasonable costs resulting from the Regulation, or for any longer period required by.statute or by other stop-work order in arriving at the termination settlement. clauses of this contract. In addition- (d) If a stop-work order is not canceled and the work covered (1) If.this contract is completely or partially terminated. the by the order is terminated for default, the Contracting Officer shall records relating to the work terminated shall be.made avaaabie for 3 allow, by equitable adjustment or otherwise, reasonable costs result- years after any resulting final termination settlement, and ing from the stop-work order. (2)Records relating to apPeafs under the Disputes clause or • 8. FAR 52.215-1 EXAMINATION OF RECORDS BY to litigation or the settlement of claims arising under or relating to this- COMPTROLLER GENERAL (APR 1984) claiconmstractare shalldisposed be madeof. available until such appeals. litigation, or • (a) This clause applies if this contract exceeds $10,000 and (e)The Contractor shall inse rdt a clause containing all the terms was entered into by negotiation. of this clause, including this paragraph (e). in all subcontracts over . (b) The Comptroller General of the United States or a duly $10,000 under this contract, altering the clause only as necessary to authorized representative from the General Accounting Office shall, - identify properly the contracting parties and the Contracting Officer until 3 years after final payment under this contract or for any shorter under the Government prime coniiract. period specified in Federal Acquisition Regulation (FAR) Subpart 4.7, 10. DEAR 952.215-18 ORDER OF PRECEDENCE (APR 1984) Contractor Records Retention, have access to and the right to• examine any of the Contractor's directly pertinent books, documents, In the event of an inconsistency between provisions of this papers, or other records involving transactions related to this con- contract,the inconsistency shall be'resolved by giving Precedence as tract. follows: (a) schedule; (b) contract clauses : or (c) other provisions of (c) The Contractor agrees to include in first-tier subcontracts the contract, whether incorporated) by reference or otherwise. under this contract a clause to the effect that the Comptroller General or a duly authorized representative from the General Accounting 11. FAR 52.215-22 PRICE REDUCTION FOR DEFECTIVE Office shall, until 3 years after final payment under the subcontract or COST OR PRICING DATA (APR 1984) for any shorter period specified in FAR Subpart 4.7, have access to II and the right to examine any of the subcontractor's directly pertinent • (a) If any price, including profit or fee, negotiated in connection books, documents, papers, or other records involving transactions with this contract, or any cost reimbursable under this contract, was. related to the subcontract. "Subcontract," as used in this clause, increased by any significant amount because (1) the Contractor or a excludes (1) purchase orders not exceeding $10,000 and (2) subcontractor furnished cost or priding data that were not complete, subcontracts or purchase orders for public utility services at rates accurate, and current as certified iri its Certificate of Current Cost or established to.apply uniformly to the public, plus any applicable Pricing Data, (2) a subcontractor or prospective subcontractor fur- reasonable connection charge. nished the Contractor cost or pricing data that were not complete. (d) The periods of access and examination in paragraphs (b) accurate, and current as certified 'in the Contractors Certificate of and (c) above for records relating to (1) appeals under the Disputes Current Cost or Pricing Data,or(3)any of these pates furmsneo.data clause, (2) litigation or settlement of claims arising from the perfor- of any description that were not accurate, the price or cost shall be ( reduced costs and of this contract to reduced accordinglyznd the contr Ilct shall be mod ficd to reflect the maiwe of Itis contract, 0 3' which the Comptroller General or a duly expensesuthorized-representative reduction. from the General Accounting Office has taken exception shall (b) Any reduction in the corptract price under paragraph (a) • continue until such appeals, litigation, claims, or exceptions are above due to defective data from a prospective subcontractor that disposed of. was not subsequently awarded the subcontract shall be limited to the • .. amount,plus applicable overhead and profit markup, by which(1)the 9. FAR 52.215-2 AUDIT-NEGOTIATION (APR 1984) actual subcontract or(2)the actual cost to the Contractor, if there was no subcontract, was fess than ttie prospective subcontract cost (a) 'Examination of costs. If this is a cost-reimbursement, - estimate submitted by the Contractor; provided,that the actual sub- incentive, time and materials, labor-hour, or price-redeterminable contract price was not itself affected by defective cost or pricing data. contract, or any combination of these, the Contractor shall maintain and the Contracting Officer or representatives of the Contracting 12. FAR 52.215-23 PRICE REDUCTION FOR DEFECTIVE Officer shall have the right to examine and audit-books, records, COST OR PRICING DATA-MODIFICATIONS (APR 1985) documents, and other evidence and accounting procedures and practices, sufficient to reflect properly all costs claimed to have been (a) This clause shall become operative only for any modifica- incurred or anticipated to be incurred in performing this contract.This tion to this contract involving a pricing adjustment expected to exceed right of examination shall include inspection at all reasonable times of $100,000, except that this clause does not apply to any modification the Contractor's plants, or parts of them, engaged in performing the for which the price is- contract. (1) Based on adequate price competition: ii (b) Cost or pricing data. If, pursuant to law, the Contractor has (2) Based on established catalog or market prices of been required to submit cost or pricing data in connection with pricing commercial items,sold in substantial!quantities to the general public; this contract or any modification to this contract, the Contracting- or Officer or representatives of the Contracting Officer who are employ- (3) Set by law or regulation. - ees of the Government shall have the right to examine and audit all (b) If any price, including profit or fee, negotiated in connection books, records, documents, and other data of the Contractor (includ- with any modification under this clause, or any cost reimbursable ing computations and projections) related to negotiating, pricing, or under this contract,was increased b'/any significant amount because performing the contract or modification, in order to evaluate the (1) the Contractor or a-subcontractor furnished cost or pricing data accuracy,completeness,and currency of the cost or pricing data.The that were not complete, accurate"and current as•certified in its right of examination shall entend to all documents necessary to permit Certifica e of Current Cost or Pricing Data, (2) a subcontractor or adequate evaluation of the cost or pricing data submitted, along with prospective subcontractor furnished the Contractor cost or pricing the computations and projection used. data that were not complete, accurate, and current as certified in the (c) Reports. If the Contractor is required to furnish cost, Contractor's Certificate of Current Cast or Pricing Data, or (3) any of -..funding, or performance reports, the Contracting Officer or represen- these parties furnished data of any description that were not accurate, tatives of the Contracting Officer who are employees of the Govern- the price or cost shall be reduced accordingly and the contract shall ment shall have the right to examine and audit books, records, other be modified to reflect the reduction. This right to a price reduction is documents, and supporting materials, for the purpose of evaluating limited to that resulting from detects in data relating to modifications (1) the effectiveness of the Contractor's policies and procedures to for which this clause becomes operative under paragraph (a) above. DOE Part It—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 2 e I r.J_ VII.,• c' 1/41 • (c) Any reduction in.the contract price under paragraph (b) Alternate paragraph (b) below applies it this contract did not above due to defective data from a prospective subcontractor that result trom full and-open competition. was not subsequently awarded the subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which(1)the which(b)itThe Offeror/Contractor actureoorstollwhicho + it identify tots contpoutte - actual subcontract or(2)the•actual cost to the Contractor,if there was significant value. no subcontract, was less than the prospective subcontract cost estimate submitted by the Contractor; provided, that the actual 16. FAR 52.215-30 FACILITIES I CAPITAL COST OF MONEY subcontract price was no! itself affected by defective cost or pricing (APR 1984) data. -13. FAR 52.215-24 SUBCONTRACTOR COST OR PRICING NOTis Tis clause applies to this-contract only if the contract - _ DATA (APR 1985) Subjectthecost principle for contracts w tr:• commercial organizations, Subpart 31.2. (a) Before award+og any subcontract expected to exceed (a) Facilities capital cost of money*will be an a'inwab!e cost $100,000 when entered into, or before pricing any subcontract under the contemplated contract, at only if the prospectve contrac- modification involving a pricing adjustment expected to exceed for elects to claim it below. If the proApect ve contractor erects to claim $100,000, the Contractor shall require the subcontractor to submit this cost, the Waiver of Facilities Capital Cost of Money will be cost or pricing data (actually or by.specific identification in writing), excluded from the contract. unless the price is- (1) Based on adequate price competition; If the prospective contractor does not elect to claim this cost, the (2) Based on established catalog or market prices of contract will include the Waiver of Facilities Gaga Cos: of Money. commercial items sold in substantial quantities to the general or public; (b) By including an item of proposed allowable cost in (3) Set by law or regulation. response to the solicitation,the prospective contractor"�,!,be deemed (b) The Contractor shall require the subcontractor to certify in to. have elected to claim facilities ilapital cost of money. substantially the form prescribed in Subsection 15.804-4 of the 17. FAR 52.215-31 WAIVER OF FACILITIES CAPITAL COST - Federal Acquisition Regulation(FAR)that,to the best of its knowledge OF MONEY (APR 1984) and belief, the data submitted under paragraph (a) above were11 accurate, complete, and current as of the date of agreement on the NOTE: This clause applies to this contract only if the contract negotiated price of the subcontract or subcontract modification. is subject to the cost principles for contracts wi:n commercial (c) In each subcontract that exceeds $100,000 when entered organizations, Subpart 31.2. into, the Contractor shall insert either- (1) The substance of this clause, including this paragraph If the Contractor did not include facilities capital cost of money as a • (c),if paragraph (a)above requires submission of cost or pricing data proposed allowable cost, it shall tie deemed that the Contractor for the subcontract; or waived the right to claim it under this contract. (2)The substance of the clause at FAR 52.215-25, Subcon- 18. DEAR 952.216-7 ALLOWABLE COST AND PAYMENT tractor Cost or Pricing Data-Modifications. (APR 1984) 14. FAR 52.215-25 SUBCONTRACTOR COST OR PRICING DATA MODIFICATIONS (APR. 1985) (a) invoicing. The Govan merit shaft rnake payments td the Contractor when requested as work progresses. but (except for small than once every 2 weeks, in (a) The requirements of paragraphs (b) and (c) of this clause business concerns) not more oriel shall (1) become operative only for any modification to this contract amounts determined to be allowable by the Conuact�:e Of cer in involving a pricing adjustment expected to exceed $100,000 and (2) accordance with the applicable cost Principles of the Federal Ac7uisi- be limited to such modifications. tion Regulation (FAR) and the DOE Acquisition Reaolanon (DEAR) in (b) Before awarding any subcontract expected to exceed effect on the date of this contract and the terms of this contract. The $100,000 when entered into, or pricing any subcontract modification applicable cost principles are: involving a pricing adjustment expected to exceed $100,000, the (i) FAR Subpart 31.2 a TII d DEAR Subpart 931.2. if the Contractor shall require the subcontractor to submit cost or pricing contractor is a commercial organizat on; , unless the price (ii) FAR Subpart 31.3, if ilio contractor is an educational data (actually or by specific identification in writing), institution; (1) Based on adequate price competition; (iii) FAR Subpart 31.6, if the.contractor is a state or local (2) Based on established catalog or market prices of government or Federally recognizedji Indian tribal goverment; or commercial items sold in substantial quantities to the general public; (iv) FAR Subpart 31.7 if the contractor is a nonprofit or (3) Set by law or regulation. organization. (c) The Contractor shall require the subcontractor to certify in ' The Contractor maysubmit to an authorized representative of the substantially the form prescribed in Subsection 15.804-4 of the Federal Acquisition Regulation(FAR)that,to the best of its knowledge ContractingreesenOfficer, in require,ech form and reasonable deo;! as tha and belief, the data submitted under paragraph (b) above were sta e entaof t mcallowable invoice foror voucher supe ted by a accurate, complete, and current as of the date of agreement on the statement of the claimed cdst performing ma contract. negotiated price of the subcontract or subcontract modification. (d) The Contractor shall insert the substance of this clause, allowableo Reimbursingxcas provided For the purpose of reimbursingw including this costs (except as in subparagraph (2,1 below, with $cludi 0 thisp paragraph (d), in each subcontract that exceeds respect to pension, deferred profit sharing, and e',ployee stock ownership plan contributions), the tem "costs" includes only. 15. FAR 52.215-26 INTEGRITY OF UNIT PRICES (JUN 1985) (i) Those recorded costs`that. at the time of the request for reimbursement, the Contractor hast paid by cash, check, or other • (a) Any proposal submitted for the negotiation of prices for form of actual payment for items or services purchased directly for the items of supplies shall distribute costs within contracts on a basis that contract; ensures that unit prices are in proportion to the items' base cost(e.g., (ii)When the Contractor isl not'delinquent in paying costs manufacturing or acquisition costs). Any method of distributing costs of contract performance in the ordinary course of business, costs to line items that distorts unit prices shall not be used. For example, incurred, but not necessarily paid, foP- distributing costs equally among line items is not acceptable except (A) Materials issued from the Contra^tcr*s inventory when there is little or no variation in base cost. and placed in the production process for-use on the contract; (b) The Offeror/Contractor shall also identify those supplies (B) Direct labor; which it will not manufacture or to which it will not contribute ''.''s (D) Other ignificant value when requested by the Contracting Officer. (C) Directtravel; direct in-house costs; and (c)The Contractor shall insert the substance of this clause in all (E) Properly allocable and allowabic;r',.-1,'e:.!costs. as subcontracts. shown in the records maintained byttiee Contractor for oses of Alternate I Obtaining reimbursement under Government contracts; and DOE Part II—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 3 Mf• I;'....1... Vv. . ..ci . , ' 0 (iii) The amount of progress payments that have been promptly pay any balance of allowable costs and that part of the fee(if , paid to the Contractor's subcontractors under similar cost standards. any) not previously paid. , , (2) Contractor contributions to any pension, profit-sharing, (2)The Contractor shall pay)to the Government any refunds, ' 'or employee stock ownership plan funds that are paid quarterly or rebates, credits, or other amounts (including interest, if any) accruing more often may be included in indirect costs for payment purposes; to or received by the Contractor or any assignee under this contract, provided, that the Contractor pays the contribution to the fund within to the extent that those amounts are properly allocable to costs for 30 days after the close of the period covered. Payments made 30 which the Contractor has been reimbursed by the Government.days or more after the close of a period shall not be incluoed until the Reasonable expenses incurred by the Contractor for securing re- Contractor actually makes the payment. Accrued costs for such funds, rebates. credits, or other amounts shall be allowable costs if •contributions that are paid less open than quarterly shall be excluded approved by the Contracting Officeq Before final payment under this from indirect costs for payment purposes.until the Contractor actually contract, the Contractor and each assignee whose assianment is in makes the payment. effect at the time of final payment ;shall execute and deliver- -(3) Notwithstanding the audit and adjustment of invoices or (i) An assignment to the Government, in form and vouchers under paragraph (g) below, allowable indirect costs under substance satisfactory to the Contracting Officer, of refunds. recates, - this contract shall be obtained by applying indirect cost rates credits. or other amounts (including interest, if any) properly allocable established in accordanCe with paragraph (d) below. to costs for which the Contractor) has_been reimoursed by the (4) Any statements in specifications or other documents Government under this-contract; and .11 incorporated in this contract by reference designating performance of (ii) A release discharging.the Government,'its officers, services or'furnishing of materials at the Contractor's expense or at agents, and employees from all liabilitiesa obligations, and claims no cost to the Government shall be disregarded for purposes of cost- arising out of or under this contract, except- reimbursement under this clause. (A) Specified claims stated in exact amounts, or.in (c) Small business concern. A small business concern may be estimated amounts when the exact amounts are not known: paid more often than every 2 weeks and may invoice and be paid for (B) Claims (including reasonable incidental ex- recorded costs for items or services purchased directly for the - penses) based upon liabilities of the Contractor to third parties arising contract,even though the concern has not yet paid for those.items or ' out of the performance of this contract: provided, that the claims are services. not known to the Contractor on the date of the execution of the (d) Final indirect cost reales. (1) Final annual indirect cost rates release, and that the Contractor gives;notice of the claims in writing to and the appropriate bases shall be established in accordance with the Contracting Officer within 6 yeas following the release date or Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for notice of final payment date, whichever is earlier; and the period covered by the indirect cost rate proposal. (C) Claims for reimbursement of costs, including (2) The Contractor shall, within 90 days after the expiration reasonable incidental expenses, incurred by the Contractor under the of each of its fiscal years, or by a later date approved by the patent clauses of this contract, excluding, however, any expenses Contracting Officer, submit to the cognizant Contracting Officer arising from the Contractor's indemnification of the Government responsible for negotiating its final indirect cost rates and, if required against patent liability. 1 by agency procedures, to the cognizant audit activity proposed final 19. FAR 52.216-8 FIXED FEE (APR 1984) indirect cost rates for that period and supporting cost data specifying the contract and/or subcontract to which the rates apply. The NOTE: This clause applies to this contract only if the contract proposed rates shall be based on the Contractor's actual cost makes provision for the payment of a fixed fee. experience for that period. The appropriate Government representa- II tive and Contractor shall establish the final indirect cost rates as (a)The Government shall pay the Contractor for performing this promptly as practical after receipt of the Contractor's proposal. contract the fixed fee specified in the Schedule. (3)The Contractor and the appropriate 3ovr ein-ient iepre- !b) Payment of the fixe' fee shall he made ars suecified in the sentative shall execute a written understanding setting forth the final Schedule; provided, that after payment of 85 percent of the fixed fee, indirect cost rates. The understanding shall specify (i) the agreed- the Contracting Officer may withhold further payment of fee until a upon final annual indirect cost rates, (ii) the bases to which the rates reserve is set aside in an amount that the Contracting Officer apply, (iii) the periods for which the rates apply, (iv) any specific considers necessary to protect the Government's interest This indirect cost items treated as direct costs in the settlement. and(v)the reserve shall not exceed 15 percent of the total fixed fee or$100,000, affected contract and/or subcontract, identifying any with advance whichever is less. agreements or special terms and the applicable rates. The under- 20. FAR 52.216-11 COST CONTRACT-NO FEE (APR 1984) standing shall not change any monetary ceiling.contract obligation,or specific cost allowance or disallowance provided for in this contract. ll NOTE: This clause applies to this contract only if the contract The understanding is incorporated into this contract upon execution. makes no provision for the payment of a fee. (4) Failure by the parties to agree on a final annual indirect II cost rate shall be a dispute within the meaning of the Disputes clause. (a) The Government shall not pay the Contractor a fee for (e) Billing rates. Until final annual indirect cost rates are performing this contract. established for any period, the Government shall reimburse the (b) After payment of 80 percent of the total estimated cost Contractor at billing rates established by the Contracting Officer or by shown in the Schedule, the Contracting Officer may withhold further an .authorized representative (the cognizant auditor), subject to payment of allowable cost until a reserve is set aside in an amount adjustment when the final rates are established. These billing rates- that the Contracting Officer considers necessary to protect the • - (1) Shall be the anticipated final rates; and Government's interest. This reserve shall not exceed one percent of (2) May be prospectively or retroactively revised by mutual the total estimated cost shown in the Schedule or $100,000, agreement, at either party's request, to prevent substantial overpay- whichever is less. ment or underpayment. 21. DEAR 952.217-70 ACQUISITION OF REAL PROPERTY (f) Quick-closeout procedures. When the Contractor and Con- (APR 1984) trading Officer agree,the quick-closeout procedures of Subpart 42.7 -of the FAR may be used. (a) Notwithstanding any other provision of the contract, the (g) Audit. At any time or times before final payment, the prior approval of the contracting officer shall be obtained when, in Contracting Officer may have the Contractor's invoices or vouchers performance of this contract, the co tractor acquires or proposes to and statements of cost audited. Any payment may he (1) reduced by acquire use of real property by: amounts found by the Contracting Officer not to constitute allowable - (1) Purchase, on the Government's behalf or in the contrac- Costs or (2) adjusted for prior overpayments or underpayments. tor's own name, with title eventually vesting in the Government. (h)Final payment. (1)The Contractor shall submit a completion (2) Lease, and the Government assumes liability for, or will invoice or voucher, designated as such, promptly upon completion of otherwise pay for the obligation under the lease as a reimbursable the work, but no later than one year (or longer, as the Contracting contract cost. p Officer may approve in writing) from the completion dale. Upon (3) Acquisition of temporary interest through easement, approval of that invoice or voucher, and upon the Contractor's license or permit, and the Government funds the entire cost of the compliance w'h all terms of this contract, the Government shall temporary interest. DOE Part II--Contract Clauses (Nov 1985) (Previous Editions Obsolete) 4 1 c • . -•---- . • . I . (b) Justification of and execution of any real property acquisi- addresses separately stibcontracting with small business concerns tions shall be in accordance and compliance with directions provided . and'small=disadvantaged. business concerns and which shall be by the contracting officer. included in and made' a par: of th ' resultant contract. The sabcon- (c) The substance of this clause, including this paragraph (c), tracting plan shall be negotiated within the time specified by the shall be included in any subcontract occasioned by this contract Contracting Officer. Failure to submit and negotiate the subcontracting under which property described in paragraph (a) of this clause shall • plan shall make the offeror ineligible for award of a contract. be acquired. (d)The offeror's subcontracting plan shall include the following: 22. FAR 52.219-8 UTILIZATION OF SMALL BUSINESS (1) Goals, expressed in terms of percentages of total • planned subcontracting dollars, for the use of small business con- • CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (JUN 1985) cerns and small d sadvantaoed business concerns as subcontractors. • The offeror shall include all subcontracts trial contrib;te to cor,:ract (a) It Tis the policy-of the United States that small business performance, and may include a proport onate share of products and Concerns and small business concerns owned and controlled by services that are normally allocated as indirect costs. socially and economically disadvantaged individuals shall have the (2) A statement of- maximum practicable opportunity to participate in performing con- (i) Total dollars planned to be subcontracted; tracts let by any Federal agency,including contracts and subcontracts • (ii) Total dollars plann Ild to be subcontracted to small for subsystems, assemblies, components and related services for business concerns;- and major systems. It is further the policy of the United States that prime i�� Total ( ) idollars planned to be subcontracted to small contractors establish procedures to ensure the timely payment of disadvantaged business concerns. amounts due pursuant to the terms of their subcontract with small • (3) A description of-the Iprinc pal types of supplies and business concerns and small business concerns owned and con- services to be subcontracted. and an identification of Inc t',pes trolled by socially and economically disadvantaged individuals. planneo for subcontracting to (i) small business concerns and (ii) (b) The Contractor hereby agrees to carry out this policy in the • small disadvantaged business concerns. awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in (4) A oafs in on b the method used to develop the subcontracting any studies or surveys as may be conducted by the United States goals in (1) above. Small Business Administration or the awarding agency of the United (5) A description of the method used to identify potential States as may be necessary to determine the extent of the Contrac- the Proes for solicitation purposestSource e., existingtecompanySsource ma' tor's compliance with this clause. the Procurement Automated Source System (PASS! g! the Sma" Business Administration. the National Minority Purchasing Council (c)As used in this contract,the term "small business concern" „ shall mean a small business as defined pursuant to section 3 of the Vendor information Service, the Research and information Departmentnof Small Business Act and relevant regulations promulgated pursuant the Minority or Businessland small dis Agenag ind the ce s thereto. Commerce, small small disadvantaged business concerns trade associations). The term "small business concern owned and controlled by (6) A statement as to whether or not the offeror included socially and economically disadvantaged individuals" shall mean a indirect costs in establishing subcontracting goals. and a descriet,on small business concern- of the method used to determine the proportionate snare of indirect Geste to bo incurred. with ri' small J : a.. ubs n Sb coaeerna and (ii) S.iiai Which is at least 51 percent owned by one or more disadvantaged business concerns. socially and economically disadvantaged individuals; or, in the case (7)The name of the individual employed by the offeror who of any publicly owned business, at least 51 per centum of the stock of will administer the offeror's subcontracting program, and a descrip- which is owned by one or more socially and economically disadvan- tion of the duties of the individual. 11 taged individuals; and (2) Whose management and daily business operations are (8)A description of the efforts the offeror will make to assure controlled by one or more of such individuals. that small business concerns and Ismail disadvantaged business concerns have an equitable opportunity to compete for subcontracts. The Contractor shall presume that socially and economically (9) Assurances that the offer will include the clause inthis contract entitled "Utilization of Small]Business Concerns and Small disadvantaged individuals include Black Americans, Hispanic Amer- cans, Native Americans,Asian-Pacific Americans,Asian-Indian Amer- Disadvantaged Business Concerns 'II in all subcontracts that offer 'cans and other minorities, or any other individual found to be further subcontracting opportunities,and that the offeror will require disadvantaged by the Administration pursuant to section 8(a) of the all subcontractors (except small business concerns) who receive Small Business Act. subcontracts in excess of $500.000];($1,000,000 for construction of any public facility),to adopt a plan similar to the plan agreed to by the (d) Contractors acting in good faith may rely on written offeror. representations by their subcontractors regarding their status as (10) Assurances that the offeror will (i) cooperate in any either a small business concern or a small business concern owned studies or surveys as may be required. (ii) submit periodic reports in and controlled by socially and economically disadvantaged individu- order to allow the Government to determine the extent of compliance als. by the offeror with the subcontracting]plan. (iii) subrriit. not later than 23. DEAR 952.219-9-SMALL BUSINESS AND SMALL the 25th day of the succeeding month, Standard Form (SF) 294. only DISADVANTAGED BUSINESS SUBCONTRACTING PLAN later contractors need not submit , 295)ieb quarteny Dece bas. no (APR 1984) later than the last day of March,June,�lSeptember and Uegen„bei,and upon contract completion, in accordance with the instructions on the NOTE: This clause applies to this contract only if the estimat- form except the report shall be s omitted quarterly rather than ed cost, together with any fee, is in excess of 5500,000. semiannually and additionally shall indicate at the remarks block The number and dollar amount of awards made to labor surplus area (a) This clause does not apply to small business concerns. concerns to the extent such reporting Lis required by the terms of their (b) "Commercial product,” as used in this clause, means a contract, and (iv) ensure that its subcontractors agree to submit SF product in regular production that is sold in substantial quantities to 294 in accordance with the instructions at (iii) above. the general public and/or industry at established catalog or market (11) A recitation of the types of records the offeror will prices. It also means a product which, in the opinion of the maintain to demonstrate procedures that have been adopted to• - Contracting Officer, differs only insignificantly from the Contractor's comply with the requirements and]]goals in the pian, ,nclud:ng commercial product. establishing source lists; and a description of its efforts to locale small (b) "Subcontract," as used in this clause, means any agree- and small disadvantaged business concerns and award subcontracts merit (other than one involving an employer-employee relationship) to them. The records shall include allleast the following (on a plant- entered into by a Federal Go' rnment prime Contractor or subcon- wide or company-wide basis, unless! otherwise indicated). tractor calling for supplies or c.rvices required for performance of the (i) Source lists. p'ndes, and other data that identify small contract or subcontract. and small disadvantaged business concerns. (c) The offeror, upon request by the Contracting Officer, shall (a) Organizations contaii cted in an attempt to locate submit and negotiate a subcontracting plan, where applicable, which sources that are small or small disadvantaged business concerns. DOE Part II—Contract Clauses (Nov 1985) is,.9' ,IS ;t' ,•,.q r• ,I (Previous Editions Obsolete) 6 1 r II k i,.,, 4 u, t f .it 0 ..,. .^.. ..-..:...--�-. .�..1'.-.....�....-...�....-�.��..��...r..�.�.-._..... ....-.+.....��...»..._._...-....�.mow..�- -._�... � ..... .. ... .•. . (iii) Records on each subcontract solicitation resulting in (b) It is the policy of the United • States that women-owned small an award of more than $100,000, indicating (A) whether small businesses shall have the maximum practicable opportunity to business concerns were solicited and if not, why not, (B) whether • participate in performing contracts awarded by any Feoera: agency. small disadvantaged business concerns were solicited and if not,why (c)The Contractor agrees toluse its best efforts to give women- not, and (C) if applicable, the reason award was not made to a small owned small businesses the maximum practicable opportunity to ii business concern. participate in the subcontracts it awards to the fullest extent consistent (iv) Records of any outreach efforts to contact (A) trade - with the efficient performance of juts. contract. associations, (B) business developmert organizations, and (C) con- I - ferences and trade fairs to locate-small and small disadvantaged 25. FAR 52.220-3 UTILIZATION OF LABOR SURPLUS AREA business sources. CONCERNS (APR 1984) (v) Records of internal guidance and encouragement provided to buyers through (A) workshops, seminars. training, etc., (a) Applicability. This clause is applicable if this contract and (B) monitoring performance to evaluate compliance with the exceeds the appropriate small pullchase limitation in Part 13 of the program's requirements. Federal Acquisition Regulation. (vi) On a contract-by-contract basis, records to support (b) Policy. It is the policy of the Government to aware contracts • to concerns that agree to perform subslaotiatly in labor surplus areas award data submitted by the offeror to the Government, including the name,address, and business size of each subcontractor. Contractors (ESA's) when this can be done cons stent with the efficient per or- having company or division-wide annual plans need not comply with mance of the contract and at prices no higher than are cola nable this requirement. elsewhere. The Contractor agrees to use its best efforts to place (e) In order to effectively implement this plan to the extent subcontracts in accordance with phis policy. consistent with efficient contract performance, the Contractor shall (c) Order of preference. In complying with paragraph(b)above perform the following functions: and with paragraph(c)of the clause of this contract entitled Utilization (1)Assist small business and small disadvantaged business of Small Business Concerns and Small Disadvantaged Business Concerns by arranging solicitations, time for the preparation of bids, once in awarding subcontracts:Concerns, the Contractor shall obsii rve the following order of prefer- quantities, specifications,and delivery schedules so as to facilitate the participation by such concerns. Where the Contractor's lists of (1) small business concerns that are LSA concerns, • potential small business and small disadvantaged subcontractors are (2) other small business concerns, and excessively long, reasonable effort shall be made to give all such (3) other LSA concerns. small business concerns an opportunity to compete over a period of (d) Definitions. "Labor surplus area," as used in this clause, time. means a geographical area identified by the Department of Labor in (2) Provide adequate and timely consideration of the poten- accordance with 20 CFR 654, Subpart A. as an area cf concentrated tialities of small business and small disadvantaged business concerns unemployment or underemployment or an area of labor surplus. in all "make-or-buy" decisions. (3) Counsel and discuss subcontracting opportunities with "Labor surplus area concern," as used in this clause, means a concern that together with its first-tier subcontractors will perform representatives of small and small disadvantaged business firms. (f) A master subcontracting plan on a plant or division-wide substantially in labor surplus area . Performance is substantially in labor surplus areas if the costs inc basis which contains all the elements required by (d) above, exceptincurred under the contract or,account goals, may be incorporated by reference by this clause; provided. (1) of manufacturing, production, or performance of appropriate services the master plan has been approved, (2)the offeror provides copies of in labor surplus areas exceed 50 percent of the contract price. the approved master plan and evidence of its epprov.! to the 26 i7-.AR 52.222-i NOTICE TO THE GOVEHivfrlENT OF • Contracting Officer, and (3) goals and any deviations from the master LABOR DISPUTES (APR 1984) plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcon- (a) If the Contractor has knowledge that any actual or potential tracting plan. labor dispute is delaying or threatens to delay the timely performance (g)(1) If a commercial product is offered, the subcontracting of this contract.the Contractor shall immediately give nonce,including plan required by this clause may relate to the offeror's production all relevant information, to the Contracting Officer. generally, for both commercial and noncommercial products, rather (b)The Contractor agrees to insert the substance of this clause, than solely to the Government contract. In these cases, the offeror including this paragraph (b). in any subcontract to which a labor shall, with the concurrence of the Contracting Officer, submit one dispute may delay the timely performance of this contract; except that company-wide or division-wide annual plan. each subcontract shall provide that in the event its timely performance (2) The annual plan shall be reviewed for approval by the is delayed or threatened by delayllby any actual or potential labor agency awarding the offeror its first prime contract requiring a dispute,the subcontractor shall immediately notify the next higher tier subcontracting plan during the fiscal year,or by an agency satisfacto- subcontractor or the prime Contractor, as the case may be, of all ry to the Contracting Officer. relevant information concerning the dispute. (3) The approved plan shall remain in effect during the I offeror's fiscal year for all of the offeror's commercial products. 27. FAR 52.222-2 PAYMENT OF OVERTIME PREMIUMS (APR (h) Prior compliance of the offeror with other such subcontract- 1984) ing plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the offeror for (a) The use of overtime is authorized under this contract if the award of the contract. overtime premium cost does not 'exceed (See Section H of this (i) The failure of the Contractor or subcontractor to comply in contract). In addition to this dollar II fling, overtime is permitted only good faith with (1) the clause of this contract entitled "Utilization of for work- Small Business Concerns and Small Disadvantaged Business Con- (1) Necessary to cope with emergencies such as those corns,' or (2) an approved plan required by this clause, shall be a resulting from accidents, natural disasters, breakdowns of production material breach of the contract. equipment, or occasional production bottlenecks of a sporadic nature; II 24. FAR 52.219-13 UTILIZATION OF WOMEN-OWNED SMALL (2) By indirect-labor employees such as those performing BUSINESSES (APR 1984) duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or (a) "Women-owned small businesses," as used in this clause, accounting; I! means businesses that are at least 51 percent owned by women who (3)To perform tests,industrial processes, laboratory proce- are United States citizens and who also control arid operate the dures, loading or unloading of transportation conveyances, and business. Operations in flight or afloat that arel;cont nuous•in nature and cannot "Control," as used in this clause, means exercising the power to reasonably be interrupted or completed otherwise: or make policy decisions. (4)That will result in lowerlioverall costs to the Government. ," (b) Any request for estimated overtime premiums that exceeds "Operate," as used in this clause, means-:'..eing actively involved the amount specified above shall include all estimated overtime for in the day-to-day management of the business. Contract completion and shall- DOE Part It—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 6 ii'.J V...4-,QI .1'•$0 4111) S) (1) Identify the work unit; e.g., department or section in Contractor as provided in Executive Order 11246, as amended,_the which the requested overtime will be used, together with present rules. regulations, and orders of the Secretary of Labor, or as workload. staffing, and other data of the affected unit sufficient to otherwise provided by law. permit the Contracting Officer to evaluate the necessity for the (10) The Contractor shall include the terms and conditions overtime; of subparagraphs (b)(1) through (-11) of this clause in every subcon- (2) Demonstrate the effect that denial of the request will tract or purchase order that is not exempted by the rules, regulations, have on.the contract delivery or performance schedule: or orders of the Secretary of Labor issued under Executive Order (3) Identify the extent to which approval of overtime.would 1 1246, as amended, so that these terms and conditions will be affect the performance or payments in connection with other Govern- binding upon each subcontractor or vendor. ment contracts, together with identification of each affected contract; (11) The Contractor shall take such action with respect to and any subcontract or purchase orderllas the contracting agency may (4) Provide reasons why the required work cannot be direct as a means of enforcing these terms and cond tons. including performed by using rmilt shift operations or by employing additional sanctions for noncompliance; provided, that if the Contractor be- personnel. comes involved in,or is threatened with,litigation with a subcontractor or vendor as a result of any d rect or`), the Contractor may request Inc 28. FAR 52.222-3 CONVICT LABOR (APR 1984) United States to enter into the litigation to protect the interests of the agrees not to employ anyUnited States. The Contractor p y person undergoing (c) Notwithstanding any other clause in this contract, disputes sentence of imprisonment in performing this contract except as relative to this clause will be governed by the procedures in 41 CFR provided by 18 U.S.C. 4082(c)(2) and Executive Order• 11755, 60-1.1. December 29, 1973. 29. FAR 52.222-26 EQUAL OPPORTUNITY (APR 1984) • 30. FAR 52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS (APR 1;9:=.,-:,) (a) If, during any 12 month period (including the 12 monthsNOTE: This clause applies to thiss contract only if the estimat- preceding the award of this contract), the Contractor has been or is ed cost, together with any fee, s $1,000,000 or more. awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of$10,000,the Contractor shall comply Notwithstanding the clause of this contract entitled "Suboon- with subparagraphs (b)(1) through (11) below. Upon request, the tracts,"the Contractor shall not enterllinto a first-tier subcontract for an Contractor shall provide information necessary to determine the estimated or actual amount of $1 million or more without obtaining in applicability of this clause. writing from the Contracting Officer! a clearance that the proposed (b) During performing this contract, the Contractor agrees as subcontractor is in compliance with equal opportunity requirements follows: and therefore is eligible for award) (1) The Contractor shall not discriminate against any em- 31. FAR 52.222 35 AFFIRMATIVE sex,ploye national origin. ACTION FOR SPECIAL or applicant for employment because of race, color, religion, DISABLED AND VIETNAM ERA VETERANS (APR 195-1) sex, or (2)The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during (a) Definitions. employment, without regard to their race, color, religion, sex, or • "Appropriate office of the State employment service system," as • national origin. This shall include, but not be limited to, (i) employ- used in this clause. means the local office of the Federal-State ment, (ii) upgrading, (iii) demotion, (iv) transfer, (v) recruitment or nationar system of public employment offices assigned to serve the recruitment advertising, (vi) layoff or termination, (vii) rates of pay or area where the employment opening is to be filled, including the other forms of compensation,and (viii)selection for training,including District of Columbia, Guam, Puerto;'Rico, Virgin Islands, American apprenticeship. Samoa, and the Trust Territory of the Pacific Islands. (3) The Contractor shall post in conspicuous places availII - able to employees and applicants for employment the notices to be "Openings that the Contractor proposes to fill from within its own provided by the Contracting Officer that explain this clause. organization," as used in this clause, means employment openings (4)The Contractor shall, in all solicitations or advertisement for which no one outside the Contractor's organization (including any for employees placed by or on behalf of the Contractor, state that all affiliates, subsidiaries. and the pareri't companies) will be considered qualified applicants will receive consideration for employment without and includes any openings that the'Contractor proposes to fill from regard to race, color, religion, sex, or national origin. regularly established "recall" lists. . (5) The Contractor shall send, to each labor union or "Openings that the Contractor proposes to fill under a customary representative of workers with which it has a collective bargaining and traditional employer-union hiring arrangement," as used in this agreement or other contract or understanding. the notice to be clause, means employment openings that the Contractor proposes to provided by the Contracting Officer advising the labor union or fill from union halls, under their customary and traditional employer- workers' representative of the Contractor's commitments under this union hiring relationship. clause,and post'copies of the notice in conspicuous places available to employees and applicants for employment. "Suitable employment openings," as used in this clause- (6) The Contractor shall comply with Executive Order Il 11246, as amended, and the rules, regulations, and orders of the - (1)Includes,but is not limited to,openings that occur in jobs Secretary of Labor. categorized as. (7)The Contractor shall furnish to the contracting agency all (i) Production and nonproduction; information required by Executive Order 11246, as amended, and by (ii) Plant and office; the rules, regulations, and orders of the Secretary of Labor. Standard (iii) Laborers and mechanics; Form 100 (EEO-1), or any successor form, is the prescribed form to (iv) Supervisory and nonsupervisory; be filed within 30 days following the award, unless filed within 12 (v) Technical; and months preceding the date of award. (vi) Executive, administrative, and professional positions (8)The Contractor shall permit access to its books. records, compensated on a salary basis o1less than $25,000 a year, and and accounts. by the contracting agency or the Office of Federal (2) Includes full-time employment,temporary emplyment of Contract Compliance Programs (OFCCP) for the purposes of investi- over 3 days, and part-time employment, but not openings that the gation to ascertain the Contractor's compiiance with the applicable Contractor proposes to fill from within its own organization or under a rules, regulations, and orders. customary and traditional employerLunion hiring arrangement, nor (9) If the OFCCP determines that the Contractor is not in openings in an educational institution)that are restricted to students of compliance with this clause or any rule. regulation, or order of the that institution. Secretary of Labor, this contract may be canceled, terminated, or. (b) General. (1) Regarding any,position for which the employee suspended in whole or in part and the Contractor may be der' ed or applicant for employment is qualified, the iContractor sh not ineligible for further Government contracts, under the procr ures discriminate against the individual because the individual is a Spec al authorized in Executive Order 11246, as amended. In addition, disabled or Vietnam Era veteran. i he Contractor agrees to take sanctions may be imposed and remedies invoked against the -affirmative action to employ, advance in employment, and otherwise DOE Part II--Contract Clauses (Nov 1985) (Previous Editions Obsolete) 7 ;"1,%%,. u, y 'I r�1 f • • • treat qualified special disabled and Vietnam Era veterans without (g) Subcontracts. The Contractor shall include the terms of this -discrimination based upon their disability or veterans' status in all clause in every subcontract or purchase order of $10.000 or more employment practices such as- unless exempted by rules. regu atioris,or orders of the Secretary.The • (i) Employment; Contractor shall act as specified by the Director to enforce the terms„ (ii) Upgrading; including action for noncompliance. (iii) Demotion or transfer; (iv) Recruitment; 32. FAR 52.222-36 AFFIRMATIVECTION FOR (v) Adver.ising; HANDICAPPED WORKERS (APR 1984) (vi) Layoff or termination; (a)General. (1) Re ardin -ant g g y position for which the employee (vii) Rates of pay or other forms of compensation; and or applicant for err ployment is qualified, the Contractor shall not (viii) Selection for training. including apprenticeship. discriminate against any employee or applicant because of enysical . (2) The Contractor agrees to comply with the rules, reguta- or mental handicap. The Contractorllagrees to take affirmative action lions,and relevant orders of the Secretary of Labor(Secretary)issued to employ, advance in employment. and otherwise treat cualified under the Vietnam Era Veterans' Readjustment Assistance Act of handicapped individuals without discrimination based upon then • 1972 (the Act), as amended. physical or mental handicap in all employment practices such as- (c) Listing openings. (1) The Contractor agrees to list all (i) Employment; - suitable employment openings existing at contract award or occurring (ii) Upgrading; during contract performance, at an appropriate office of the State (iii) Demotion or transfer; employment service system in the locality where the opening occurs. (iv) Recruitment; These openings include those occurring at any Contractor facility, (v) Advertising; including one not connected with performing this contract. An (vi) Layoff or termination; • • independent corporate affiliate is exempt from this requirement. (vii) Rates of pay or other forms of compensation: and (2) State and local government agencies holding Federal (viii) Selection for training, including- apprenticeship. contracts of$10.000 or more shall also list all their suitable openings with the appropriate office of the State employment service. (re2) The Contractor the Secretary comply with the rules, regula- with and relevant orders of Secretary of Labor (Secretary)issued (3) The listing of suitable employment openings with the under the Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as State employment service system is required at least concurrently amended. II with using any other. recruitment source or effort and involves the (b) Postings. (1) The Contractor agrees-to post employment obligations of placing a bona fide job order, including accepting notices stating (i) the Contractor's obligation under the law to take referrals of veterans and nonveterans. This listing does not require affirmative action to employ and advance in employment qualified hiring any particular job applicant or hiring from any particular group handicapped individuals and (ii) the'rights of applicants and employ- of job applicants and is not intended to relieve the Contractor from eel. any requirements of Executive orders or regulations concerning (2) These notices shall bee posted in conspicuous places nondiscrimination in employment. that are available to employees and applicants for employment. They (4) Whenever the Contractor becomes contractually bound shall be in a form prescribed by lithe Director, Office of Federal • - to the listing terms of this clause, it shall advise the State employment Contract Compliance Programs, Department of Labor (Director), and service system, in each State where it has establishments, of the name and location of each hiring location in the State. As long as the provided by or through the Contracting each Officer. Contractor is contractually bound to these terms and has so advised (3)taers withCithtwhichtor it hll alIc labor union or g eement the State system, it need not advise the State system of subsequent or ofe of workers which it has a��c the bargainingorO agreby the contracts. The Contractor may advise the State system when it is no terms other contract Understanding,heAt that s c mmit ed to istwound by the longer bcend by !his contract cleuee. of Section 503 of the Act analis committed take affirmative action to employ, and advance in employment, qualified physically (5) Under the most compelling circumstances, an employ- and mentally handicapped individuals. ment opening may not be suitable for listing, including situations when (c) Noncompliance. If the Contractor does not comply with the (i)the Government's needs cannot reasonably be supplied, (ii) listing would be contrary to national security,or(iii)the requirement of listing requirementsherules, e ulof this s,cand,relevanappropt actions the Secretary taken under would not be in the Government's interest. the rules, regulations, and relevant orders of issued (d)Applicability. (1)This clause does not apply to the listing of pursuant to the Act. employment openings which occur and are filled outside the 50 (d) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $2,500 states, the District of Columbia, Puerto Rico, Guam, Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands. C ala exempted by rules,specified bosh,or orders tofo the icer he terms,The (2) The terms of paragraph (c) above of this clause do not Contractor actiontill acton ncoliby the Director to enforce the apply to openings that the Contractor proposes to fill from within its including for noncompliance own organization or under a customary and traditional employer- 33. FAR 52.223-2 CLEAN AIR AND WATER (APR 1984) union hiring arrangement. This exclusion does not apply to a particular opening once an employer decides to consider applicants NOTE: This clause applies to this contract only if the estlmat- outside of its own organization or employer-union arrangement for ed cost, together with any fee, is (a) in excess of $100,000; that opening. (b) a facility to be used has been the subject of a conviction • (e) Postings. (1) The Contractor agrees to post employment under the applicable portion of the Air Act (42 U.S.C. 7413 notices stating (i) the Contractor's obligation under the law to take (c)(1)) or the Water Act (33 U.S.C. 1319 (c)) and is listed by affirmative action to employ and advance in employment qualified EPA as a violating facility; or (c) the acquisition is not exempt special disabled veterans and veterans of the Vietnam era,and(ii)the under FAR 23.104. rights of applicants and employees. • (a) "Air Act," as used in this clause, means the Clean Air Act (2) These notices shall be posted in conspicuous places (42 U.S.C. 7401 et seq.). that are available to employees and applicants for employment.They shall be in a form prescribed by the Director, Office of Federal "Clean air standards," as'used in this clause, means- Contract Compliance Programs, Department of Labor (Director), and provided by or through the Contracting Officer. (1) Any enforceable rules, regulations, guidelines. stan- (3)Contractor shall notify each labor union or representative dards, limitations, orders, controls, prohibitions, work practices, or of workers with which it has a collective bargaining agreement or other requirements contained in, issued under, or otherwise adopted other contract understanding, that the Contractor is bound by the under the Air Act or Executive Order 11738; terms of the Act,and is committed to take affirmative action to employ, (2) An applicable implementation plan as described in and advance in employment, qualified special disabled and Vietnam section 110(d) of the Air Act (42 J.S.C. 7410(d)); Era veterans, (3) An approved implernentat on procedure or plan under (f) Noncompliance. if the Contractor does not comply with the Section 111(c) or section 111(d) of ffie Air Act (42 U.S.C. 7411(c) or requirements of this clause, appropriate actions may be taken under (d)); or it the rules, regulations, and relevant orders of the Secretary issued (4) Art approved implementation procedure under section pursuant to the Act. 112(d1;of the Air Act (42 U.S.C. 7412(d)). 1•••• DOE Part II--Contract Clauses (Nov 1985) (Previous Editions Obsolete) a I f 1 Ii',J� �.v �( i . 1II I • "Clean water standards," as •used in this clause, means any property damage) insurance, and such other insurance- as the enforceable limitation, control, condition, prohibition, standard, or other requirement promulgated under the Water Act or contained in a (2Contracting TOhe Contractor maymay,under this contract permit issued to a discharger by the Environmental Protection Agency maintain Theself-insurance may,,with the approval that,the with resp c or by a State under an approved program, as authorized bysection to wor, ccompensation, Con race Prov qui i Pid pursuant respect 402 of the Water Act (33 U.S.C. 1342), or by local goverment to St workers ority. sat,on, the ;Contractor is qualified ed to ensure compliance with pretreatment regulations as required by statutory authority. by this paragraph shall be in a section 307 of the Water Act (33 U.S.C. 1317). (3) All insurance required form and or amount and for those periods as the Contracting Officer may fo "Compliance," as used in this clause, means compliance with- require eapprove and with ins'rers approved by the Contracting Officer. II (I) Clean.air or water standards: or (b) The Contractor agrees to _submit for the Contract,n;a (2) A schedule or plan ordered or approved by a court of Officer's approval, to the extent and in the manner required by the competent jurisdiction,the Environmental Protection Agency,or an air Contracting Officer, any other nsurance that is maintained by the or water pollution control agency under the requirements of the Air Act Contractor in connection with the perf°rmance of this convect and for which the Contractor seeks reimbursement. -. . • Or Water Act and related regulations. Exce "Facility," as used in this clause, means any building, plant, clause(has a paragraph t asI(h)),ded 'the Co trractarraphorh shofall is) the crle mbur�sed- installation, structure, mine, vessel or other floating craft, location, or site of operations. owned, leased, or supervised by a Contractor or allocable (1)this contrr that act andrtion s)(ii) r 61 equiredoo approved rovedfunderathe subcontractor, used in the performance of a contract or subcontract. clause; and O q "pr When a location or site of operations includes more than one building, nd plant, installation, or structure, the entire location or site shall be liabilities)to)th d personsFor certainilities no dcompea compensated rases is ,c dee or otnl sucherwise a facility except when the Administrator,or a designee,of the without regard to and as an exception to the limitation of cost or the Environmental Protection Agency, determines that independent facili- limitation of funds clause of this contract. These liabilities must arise ties are collocated in one geographical area. out of the performance of this contract, whether or not caused by the "Water Act," as used in this clause, means Clean Water Act (33 negligence of the Contractor or of�the Contractor's agents, servants. or employees, and must be represented by fine judoments or U.S.C. 1251 et seq.). settlements approved in writing by the Government. These liabilities. (b) The Contractor agrees- are for- • (1)To comply with all the requirements of section 114 of the (i) Loss of or damagll to property (other than prooery owned,occupied,or used by the Contractor, rented to tor); or the Contractor- Act(33 U.S.C. 1318)relating to inspection, monitoring, entry, reports, Clean Air Act (42 U.S.C. 7414) and section 308 of the Clean Water or in the care, custody, or control of the Contracto and information, as well as other requirements specified in section (ii) Death or bodily injury. 114 and section 308 of the Air Act and the Water Act, and all (d) The Government's liability under paragraph (c) of this clause is subject to the availability of appropriated funds at the time a regulations and guidelines issued to implement those acts before the award of this contract; contingency occurs. Nothing in this contract shah be construed as. (2) That no portion of the work requi ed uy £ills prime implying n9 "a' Corigre,; will, at a later dale, appropriate funds contract will be performed in a facility listed on the Environmental sufficient to meet deficiencies. Protection Agency List of Violating Facilities on the date when this (e) The Contractor shall not be reimbursed for liabilities (and contract was awarded unless and until the EPA eliminates the name of expenses incidental to such liabilities)- the facility from the listing; (1) For which the Contractor is otherwise responsible under (3) To use best efforts to comply with clean air standards the express terms of any claus�l specified in the Schedule or and clean water standards at the facility in which the contract is being elsewhere in the contract; performed; and (2) For which the Contractor has failed to insure or to (4) To insert the substance of this clause into any nonex- maintain insurance as required by the Contracting Officer: or empt subcontract, including this subparagraph (b)(4). (3) That result from willful'misconduct or lack of good faith on e part ofdicers, mana 34. DEAR 952.224-70 PAPERWORK REDUCTION ACT (APR super n endents,ny oroontractor's other thef Crepresethatd esectors,who halve supervisione or 1984) direction of- (a) In the event that it subsequently becomes a contractual (i) All or substantially an of the Contractor's business: requirement to collect or record information calling either for answer (ii)All or substantially ail of the Contractor's operations a? to identical questions from 10 or more persons other than Federal any one plant or separate location in which this contract is being employees, or information from Federal employees which is to be performed; or U used for statistical compilations of general public interest, the Federal (iii) A separate and nce oft major industrialaoperation Reports Act will apply to this contract. No plan, questionnaire, in Connection with the performance (e)e)s contract. interview guide, or other similar device for collecting information r (f) The provisions n a for fin be reimbursedof this clause shall not (whether repetitive or single-time) may be used without first obtaining nesurdancct e maintainedht of e byo theciCor(ttractonofor connection with thof e clearance from the Office of Management and Budget (OMB). (b) The contractor shall request the required OMB clearance accordance of this contract, otner than insurance required on from the contracting officer before expending any funds or making accordance with this clause; provided, that such cost is allowable public contracts for the collection of data. The authority to expend under ilio Allowable Cost and Payment clause of this contract. funds and to proceed with the collection of data shall be in writing by Co (g) If any suit or action is filedlor any claim is made against the the contracting officer. The contractor must plan at least 90 days for the Contractor ther costdr thish expense of which may be reimbursable is to OMB clearance. Excessive delay caused by the Government which the Coeda or insurednsr or lest,than the risk of which d t the arises out of causes beyond the control and without the fault or Contractornaor is for less than the amount claimed, the negligence of the contractor will be considered in accordance with the shall- clause entitled "Excusable Delays," if such clause is applicable if (1) Immediately notify the Contracting Officer and promptly not, the period of performance may be extended pursuant to this furnish Copies of all pertinent papers received: (2) Authorize Government' representatives to collaborate clause if approved by the contracting officer. with counsel for the insurance carnerlin setting or defending ice claim 35. FAR 52.228-7 INSURANCE-LIABILITY TO THIRD when the amount of the liability clamed exceeds the amount of PERSONS (APR 1984) coverage; and (3) Authorize ;overnment (representatives to settle or de- (a)(1) Except as provided in subparagraph (2) immediately fend the claim and to .present the Contractor in or to take charge of following, or in paragraph (h) of this clause (if the clause has a any litigation, if required by the Government, when the liability is not • paragraph (h)), the Contractor shall provide and maintain workers" insured or covered by bond The Contractor may. at its own expense, •`- compensation, employer's liability, comprehensive general liability be associated with the Government representatives in any such claim (bodily injury), comprehensive automobile liability (bodily injury and or litigation. DOE Part It—Contract Clauses (Nov 1985) tr .• - (Previous Editions Obsolete) Cr<Jti� �,;,; ori( i ! • • -36. FAR 52.232-17 INTEREST (APR 1984) estimated cost to the Government In the absence of the specified NOTE: This clause applies to this contract unless (1) the notice, the Government is not obl gaffed to reimburse the Contractor PP for any costs in excess of the est mated cost or, if this is a cost- contractor is (a) a Federal Agency; (b) a State or local gov- sharing contract, for any costs in excess of the estimated cost to the ernment or instrumentality: (c) a foreign government or instru- Government specified in the Schedule. whether those excess costs mentality or (d) a nonprofit organization, and the contract were incurred during the course of the contract or as a result of makes no provision for the payment of a profit or fee; or (2) • termination. the contract is one for paid advertisements pursuant to Sub- (f) If the estimated cost specified in the Schedule is increased. part 5.5. any costs the Contractor incurs before the increase that are in excess (a) Notwithstanding any other clause of this contract, all of tie previously estimated cost shall be allowable to the same extent amounts that become payable by the Contractor to the Government as if incurred afterward, unless the that Contracting Ch•Cer ss es a under this contract (net of any applicable tax credit under the Internal termination or other notice directing the increase is solely to cover Revenue Code (26 U.S.C. 1481)) shall bear simple interest from the termination or other specified expenses. date due until paid unless paid within 30 days of becoming due. The (g) Change orders shall not be considered an aulhorizat,on to interest rate shalt be the interest rate established by the Secretary of exceed the estimated cost to the l Government specified in. the - the Treasury as provided in Section 12 of the Contract Disputes Act of Schedule, unless they contain a statement increasing toe estimated 1978 (Public Law 95-563), which is applicable to the period in which cost. ll the amount becomes due. as provided in paragraph (b)of this clause. (h) If this contract is terminated or the estimated cos! is not and then at the rate applicable for each six-month period as fixed by increased, the Government and the'l contractor shall negot•ate an . the Secretary until the amount is paid. equitable distribution of all property produced or purchased under the . (b) Amounts shall be due at the earliest of the following dates: contract, based upon the share of costs incurred by each. (1) The date fixed under this contract. II 38. FAR 52.232-22 LIMITATION OF FUNDS (APR 1984) (2) The date of the first written demand for payment consistent with this contract, including any demand resulting from a ' NOTE: This clause applies to this contract if it is an incre- defautt termination. mentally-funded contract. (3) The date the Government transmits to the Contractor a proposed supplemental agreement to confirm completed negotiations (a) The parties estimate that performance of th s contract will establishing the amount of debt. not cost the Government more than (10 the estimated cost specified in - (4) If this contract provides for revision of prices,the date of the Schedule or, (2) if this is a cost-sharing contract, the Govern- written notice to the Contractor stating the amount of refund payable in ment's share of the estimated cost specified in the Schedule. The connection with a pricing proposal or a negotiated pricing agreement Contractor agrees to use its best efforts to perform the v.ork specified not confirmed by contract modification. in the Schedule and all obligations (under this contract witnin the (c)The interest charge made under this clause may be reduced estimated cost, which, if this is a cost-sharing contract. includes both under the procedures prescribed in 32.614-2 of the Federal Acquisi- • the Government's and the Contractor's share of the cost. tion Regulation in effect on the date of this contract. (b) The Schedule specifies the amount presently available for payment by the Government and allotted to this contract Inc items 37. FAR 52.232-20 LIMITATION OF COST (APR 1984) covered, the Government's share of the cost if this is a cost-snaring contract, and the period of performahce it is estimated the allotted NOTE: This clause applies to this contract if it is a fully- amount will cover. The parties contemplate that the Government will funded contract allot additional funds incrementally oto the contract ep to toe full ;a) The parties estimate that performance of fhs contract, estimated cost to the Government specified in the Schedule.exclusive exclusive of any fee, will not cost the Government more than (1) the of any fee. The Contractor agrees to perform, or ha\.e performed. estimated cost specified in the Schedule or, (2) if this is a cost-sharing work on the contract up to the point at iwhich the total amount paid and contract, the Government's share of the estimated cost specified in payable by the Government under the contract approximates but the Schedule. The Contractor aorees to use its best efforts to perform does not exceed the total amount actually allotted by the Government the work specified in the Schedule and all obligations under this to the contract. II contract within the estimated cost, which, if this is a cost-sharing (c)The Contractor shall notify the Contracting Officer in writing contract, includes both the Government's and the Contractor's share whenever it has reason to believe that the costs it expects to incur of the cost. under this contract in the next 60 days, when added to a'• costs • (b)The Contractor shall notify the Contracting Officer in writing previously incurred, will exceed 75 percent of (1) Inc total amount so whenever it has reason to believe that- far allotted to the contract by the Government or, (2) if th's is a cost- (1) The costs the contractor expects to incur under this sharing contract, the amount then allotted to the contract by the contract in the next 60 days, when added to all costs previously Government plus the Contractor's corresponding share. The notice incurred,will exceed 75 percent of the estimated cost specified in the shall state the estimated amount of additional funds required-to Schedule; or continue performance for the period specified in the Schecule. (2) The total' cost for the performance of this contract, (d) Sixty days before the endl of the period specified in the exclusive of any fee, will be either greater or substantially less than Schedule, the Contractor shall notify the Contracting Officer in writing had been previously estimated. of the estimated amount of additional funds, if any, required to (c) As part of the notification, the Contractor shall provide the continue timely performance under the contract or for any further Contracting Officer a revised estimate of the total cost of performing period specified in the Schedule or otherwise agreed upon, and when this contract. the funds will be required. (d) Except as required by other provisions of this contract, (e) If, after notification, additional funds are not allotted by the specifically citing and stated to be an exception to this clause- end of the period specified in the Schedule or another agreed-upon • (1) The Government is not obligated to reimburse the date, upon the Contractor's written request the Contractino Officer will Contractor for costs incurred in excess of (i) the estimated cost terminate this contract on that date in Laccordance with the provisions specified in the Schedule or, (ii) if this is a cost-sharing contract, the of the Termination clause of this contriact. If the Contractor estimates estimated cost to the Government specified in the Schedule; and that the funds available will allow it to continue to discharge its • (2) The Contractor is not obligated to continue performance obligations beyond that date, it may specify a later date in its request, under this contract (including actions under the Termination clause of and the Contracting Officer may terminate this contrac' on trial later this contract) or otherwise incur costs in excess of the estimated cost date. specified in the Schedule, until the Contracting Officer (i) notifies the (f) Except as required by othll r provisions of this contract, Contractor in writing that the estimated cost has been increased and specifically citing and stated to be an exception to this clause- (ii)provides a revised estimated total cost of performing this contract. . (1) The Government is not obligated to reimburse the tf this is a cost-sharing contract, the increase shall be allocated in Contractor for costs incurred in excess of the total amount allotted by accordance with the formula specified in the Schedule. the Government to this contract; and (e) No notice, communication, or representation in any form (2) The Contractor is not obligated to continue performance other than that specified in subparagraph (d)(2) above, or from any under this contract (including actions unser the Termination clause of person other than the Contracting Officer, shall affect this contract's this contract)or otherwise incur costs in•excess of(i)the amount then DOE Part II—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 10 • ' ) • allotted to the contract by the Government or, (ii) if this is a cost- the allowable cost and payment provision of this contract shall be • sharing contract, the amount then allotted by the Government to the due30 calendar days(unless otherwise specified in this contract;after contract plus the Contractor's corresponding share,until the Contract- the later of the dale that invoice orllvoucher is approved for payment ing Officer notifies the Contractor in writing that the amount allotted by by the contracting officer, or the date all the terms of tris contract are the Government has been increased and specifies an increased complied with by the Contractor. 11 amount, which shall then constitute the total amount allotted by the (c) When discounts for eerily payments are offered by the Government to this contract. contractor, the discount period will be calculated from the date a (g) The estimated cost shall be increased to the extent that (1) proper invoice was actually received by the Government office the amount allotted by the Government or. (2) if this is a cost-sharing designated for invoice receipt or the date the costs were incurred, contract, the amount then allotted by the Government to the contract whichever is the later. II . plus the Contractor's corresponding share, exceeds the estimated (d) Payment will be considered to have been made on the date . cost specified in the Schedule. If this is a cost-sharing contract, the the Government check was dated or'an electronic funds transfer • increase shall be allocated in accordance with the formula specified in - payment was made. the Schedule. -- (e) Nothwithstanding any other directions pursuant to the • (h) No notice, communication, or representation in any form allowable cost and payment clause of this contract. proper invoices or other than that specified in subparagraph (f)(2) above, or from any public vouchers shall be submittedllin an original and(See Section H • person other than the Contracting Officer, shall affect the amount of this contract) copies to the Government office designated in this allotted by the Government to this contract. In the absence of the contract and shall include the contractor's name and invoice date; specified notice, the Government is not obligated to reimburse the contract number; cost amounts by elements of cost and fee amounts, Contractor for any costs in excess of the total amount allotted by the if any, claimed currently; cumulative amounts of costs by element of Government to this contract, whether incurred during the course of cost and fee amounts claimed fromlinception of the contract through the contract or as a result•of termination. the current period; total estimated contract cost amount. fee amount. (i) When and to the extent that the amount allotted by the total contract amount and fee amou n t not subject to contract specified Government to the contract is increased, any costs the Contractor withholding, as appropriate: payment terms; other substantiating incurs before the increase that are in excess of (1) the amount documentation or information required by the contract: and name previously allotted by the Government or, (2) if this is a cost-sharing (where practicable), title, phone number and complete mailing ad- contract, the amount previously allotted by the Government to the 'dress of responsible official to whom payment may be made. contract plus the Contractor's corresponding share, shall be allow- U able to the same extent as if incurred afterward, unless the Contract- 41. DEAR 952.232-73 PAYMENTi METHODS (APR 1984) ing Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses. (a) Payments due for amounts properly invoiced in accordance (j) Change orders shall not be considered an authorization to with the terms and conditions specified elsewhere in the contract shall exceed the amount allotted by the Government specified in the be made either by Treasury checks) payable to the contractor or designee or by electronic funds transfers) to a financial institution Schedule, unless they contain a statement increasing the amount allotted. designated by the contractor for thatl`purpose.The method of payment shall be determined by the Government at the time of payment in (k) Nothing in this clause shall affect the right of the Govern- accordance with applicable Treasury Department requirements. rnent lo terminate this contract. If this contract is terminated, the n Government and the Contractor shall negotiate an equitable distribu- (b) After award but no later tt�an fourteen (14) days before an • tion of all property produced or purchased under the contract, based invoice or bill is submitted for payment,the contractor shall designate e'financial institution for the receipt of eio.nrro,nic_ funds transfer upon the snare of costs incurred by each. hereunder; and provide the (I) tf the Government does not allot sufficient funds to allow sentpayments appropriate Government repre- completion of the work, the Contractor is entitled to a percentage of Government)ers (contractingwith officer or finance ig�a t as determinedncialfby the the fee specified in the Schedule equalling the percentage of with the name of then designated financial institution, completion of the work contemplated by this contract. financial institution'sBaers correspondentidefinancial institution's 9-bre- American Bankers Association identifying number, telegraphic abbre- 39. FAR 52.232-23 ASSIGNMENT OF CLAIMS (APR 1984) viation of such financial institution, and account number at the designated financial institution to be credited with funds. (a) The Contractor, under the Assignment of Claims Act, as (c) In the event the contractor during the performance of this amended, 31 U.S.C. 203, 41 U.S.C. 15 (hereafter referred to as the contract elects to designate a different financial institution for the "the Act'), may assign its rights to be paid amounts due or to become receipt of any payment made usingllelectronic funds transfer proce- due as a result of the performance of this contract to a bank, trust dures, notification of such change and the information as specified in company, or other financing institution, including any Federal lending paragraph (b) above must be received by the appropriate Govern- agency. The assignee under such art assignment may thereafter ment representative thirty(30)days prior to the date such change is to further assign or reassign its right under the original assignment to become effective. II any type of financing institution described in the preceding sentence. (d) The document furnishing the information required in para- (b) Any assignment or reassignment authorized under the Act graphs (h) and (c) above must be dated and contain the signature, and this clause shall cover all unpaid amounts payable under this title, and telephone number of the lcontractor official authorized to contract,and shall not be made to more than one party,except that an provide it, as well as the contractors name and contract number. assignment or reassignment may he made to one party as agent or (e)Contractor failure to properly designate a financial institution trustee for two or more parties participating in the financing of this or to provide appropriate payee bank account information may delay contract. payments of amounts otherwise properly due. (c)The Contractor shall not furnish or disclose to any assignee Il under this contract any classified document (including this contract) 42. FAR 52.233-1 DISPUTES-ALTERNATE I (APR 1984) or information related to work under this contract until the Contracting (a)This contract is subject to the Contract Disputes Act of 197E Officer authorizes such action in writing. (41 U.S.C. 601-613) (the Act). 43. DEAR 952.232-71 PAYMENT DUE DATES AND INVOICE (b) Except as provided in the Act, all disputes arising under or REQUIREMENTS (APR 1984) relating to this contract shall be resolved under this clause: (c) "Claim," as used in this clause, means a written demand or (a) Payments pursuant to the provisions of the allowable cost written assertion by one of the contract ng parties seeking,as a matter and payment clause of this contract shall be due30 calendar days of right, the payment of money in allsum certain, the adjustment or •- unless otherwise designated to this contract after the date of actual interpretation of contract terms,or other relief arising tinder or relating receipt of a proper invoice or public voucher by the Government office to this contract. A claim arising under a contract, unlike a clam designated in this contract for invoice receipt, provided the amounts relating to that contract, is a claim'Oat can be resolved under a claimed are reimbursable in accordance with other terms and contract clause that provides for the relief sought by the claimant. Conditions of the contract. However, a written demand or wntt'en assertion by the :ontractor r (b) al payment of any balance of allowable costs and that seeking the payment of money exceeding 550,000 is loot a claim t::,rt of `.. _ lee, if any, not previously paid as included in the under the Act until certified as required'by subparagraph (d)i2)below. completion invoice or voucher submitted by the contractor pursuant to A voucher, invoice, or other routine request for payment that is riot in DOE Part It—Contract Clauses (Nov 1985) -- (Previous Editions Obsolete) 11 r: ' ' . . . • . . dis ute whensubmitted is not a claim under Act.The submission c If a sto -woorder is not canceled and the work covered p ( ) P may be converted to a claim under the Act, by complying with the by the order is terminated for the convenience of the Government,the subrrassion and certification requirements of this clause, if it is Contracting Officer shall allow reasonable costs resulting from the -disputed either as to liability or amount or is not acted upon in a stop-work order in arriving at the termination settlement. ' reasonable time. (d) If a stop-work order is not canceled and the work covered (d)(1) A claim by the Contractor shall be made in writing and by the order is terminated for default, the Contracting Officer shall submitted to the Contracting Officer for a written decision. A claim by • allow, by equitable adjustment or ot4 rwise, reasonable costs result- the Government against the Contractor shall be subject to a written ing from the stop-work order. II decision by the Contracting Officer. (e) The Government's rights to terminate this contract at any (2) For Contractor claims exceeding $50,000, the Ccntrac- time are not affected by action taken under this clause. tor shall submit with the claim a certification that- II 44. DEAR 952:235-70 KEY PERSONNEL APR (i) The claim is made in good faith; ( 1984) (ii) Supporting data are accurate and complete to the The personnel specified in an attachment to this contract are best of the Contractor's knowledge and.belief; and considered to be essential to the work being performed hereueder. (iii) The amount requested accurately reflects the con- Prior to diverting any of the specified indiyiduals to other proc•ams. tract adjustment for which_ the Contractor believes the Government is the Contractor shall notify the Co tract ng Officer reasonacfy in liable_ advance and shall submit justification (including proposed sucst�tu- (3)(i) If the Contractor is an individual, the certification shall tions) in sufficient detail to permit evaluation of.the impact on the be executed by that individual. program. No diversion shall be made by the Contractor without-the (ii) It the Contractor is not an individual, the certification written consent of the Contracting Officer: Provided,that the Contract- - shall be executed by- ing Officer may ratify in writing such diversion and such ratification (A) A senior company official in charge at the shall constitute the consent of the Contracting Officer required by this Contractor's plant or location involved; or clause. The attachment to this contract may be amended from time to (B) An officer or general partner of the Contractor time during the course of the contract'to either add or delet personnel, having overall responsibility for the conduct of toe Contractor's affairs. ' as appropriate. (e) For Contractor claims of $50,000 or less, the.Contracting Officer must, if requested in writing by the Contractor, render a 45. FAR 52.242-1 NOTICE OF INTENT TO DISALLOW decision within 60 days of the request. For Contractor-certified claims COSTS (APR 1984) over$50,000,the Contracting Officer must,within 60 days,decide the (a) Notwithstanding any other clause of this claim or notify the Contractor of the date by which the decision will be contract- made. (1) The Contracting Officer[ may at any time issue to the Contractor a written notice of intent to disallow specified costs (f) The Contracting Officer's decision shall be final unless the incurred or planned for incurrence under this contract that have been Contractor appeals or files a suit as provided in the Act. d (g)The Government shall pay interest on the amount found due determined not to be allowable under the contract tents. and and unpaid from (1) the date the Contracting Officer receives the (2) The Contractor may, after receiving a notice under claim(properly certified if required),or(2)the date payment otherwise subparagraph (1)above, submit a written response to the Contracting would be due, if that date is later, until the date of payment. Simple Officer, with justification for allowance of the costs. 'f the Contractor interest on claims shall be paid at the rate, fixed by the Secretary of does respond within 60 days, the Contracting Officer shall, with+n 60 the Treasury as provided in the Act. which is applicable to the period days of receiving the response, either make a written withdrawal of during which the Contracting Officer receives the claim and then at the the notice or issue a written dec sion . rate applicable for each 6-month period as fixed by the Treasury (b) Failure to issue a notice 'under this Notice.of intent to Si:retar/ dsieg the pendency of the claim. Disallow Costs clause shall not affect the Government's rights to take (h)The Contractor shall proceed diligently with performance of exception to incurred costs. this contract, pending final resolution of any request for relief, claim, 46. FAR 52.243-2 CHANGES COST REIMBURSEMENT- appeal,or action arising under or relating to the contract, and comply ALTERNATE V (APR 1984) with any decision of the Contracting Officer. 43. FAR 52.233-3 PROTEST AFTER AWARD-ALTERNATE I (a) The Contracting Officer may at any time, by written order, (JUN 1985) and without notice to the sureties, if Orly, make changes within the general scope of this contract in any one or more of the following: (a) Upon receipt of a notice of protest (as defined in 33.101 of (1) Drawings, designs, or specifications. the FAR) the Contracting Officer may, by written order to the (2) Method of shipment oral packing. Contractor, direct the Contractor to stop performance of the work (3) Place of inspection, delivery, or acceptance. called for by this contract. The order shall be specifically identified as (b) If any such change causesl!an increase or decrease in the a stop-work order issued under this clause.Upon receipt of the order, estimated cost of, or the time required for, performance of any part of the Contractor shall immediately comply with its terms and take all the work under this contract, whether'or not changed by the orear, or reasonable steps to minimize the incurrence of costs allocable to the otherwise affects any other terms and conditions of lh s contract. the work covered by the order during the period of work stoppage. Upon Contracting Officer shall make an equitable adjustment in the (1) receipt of the final decision in the protest,the Contracting Officer shall estimated cost, delivery or completion schedule, or both; (2) amount either— of any fixed fee; and (3) other affected terms and shall modify the (1) Cancel the stop-work order; or contract accordingly. (2)Terminate the work covered by the order as provided in (c) The Contractor must submit.any "proposal for adjustment" the Termination clause of this contract. (hereafter referred to as proposal) under this clause within 30 days (b) If a stop-work order issued under this clause is canceled from the date of receipt of the written order. However, if the either before or after a final decision in the protest, the Contractor Contracting Officer decides that the lifacts justify it, the Contracting shall resume work. The Contracting Officer shall make an equitable Officer may receive and act upon a proposal submitted before final adjustment in the delivery schedule, the estimated cost, the fee, or a payment of the contract. combination thereof, and in any other terms of the contract that may (d) Failure to agree to any adjustment shall be a dispute under be affected,and the contract shall be modified, in writing, according- the Disputes clause. However, nothing in this clause snail excuse the • ly, if— Contractor from proceeding with they contract as changed. (1) The stop-work order results in an increase in the time (e) Notwithstanding the terms and conditions of paragraphs(a) required for, or in the Contractor's cost properly allocable to, the and (b) above, the estimated cost of th s contract and. if this contract performance of any part of this contract; and is incrementally funded, the funds allotted for the performance of this (2) The Contractor requests an adjustment within 30 days contract,shall not be increased or corisidered to he increased except after the end of the period of work stoppage; provided, that if the by specific written modification of the contract indicating the new Contracting Officer decides the facts justify the action,the Contracting contract estimated cost and, if this contract is incrementaliy tun'i d, Officer may receive arid act upon the request at any lime before final the new amount allotted to the contract. Until this modification is • payment under this contract. made, the Contractor shall not be obligated to continue performance DOE Part II—Con::,tot Clauses (Nov 1955) (Previous Editions Obsolete) 12 •t 1 ! _ _ h� _.._..�. _ . _.._.... _ • titii'0t ):': lirK. g . •.. .... r .._. • Ii t •.. , . or incur costs beyond the point established in the Limitation of Cost or (f) Unless the consent or approval specifically provides other- Limitation of Funds clause of this contract. wise. neither consent by the Contracting Officer to any su 47. FAR 52.244-2 SUBCONTRACTS UNDER COST nor approval of the Contractor's purchasingsystem shalt constitutV bcontre a • •REIMBURSEMENT AND LETTER CONTRACTS (JUL 1985) cdonditions, (2)on (1) of theloability ofr lily costof undery thissubcontractcontract, or(3 conditions, (2)•of the allowability otl'any this contract,or(3) (a) "Subcontract," as used in this clause. includes but is not to relieve the Contractor of any 'responsibility for performing this limited to purchase orders, and changes and modifications to contract. purchase orders. The Contractor shall notify the Contracting Officer (g) No subcontract placed under this contract shall provide for reasonably in .advance of entering into any subcontract if- • payment on a cost-plus-a-percentage-of-cost bans. anc any fee (1) The proposed subcontract is of the cost-reimbursement, payable under cost-reimbursement type subcontracts shall not ex- time-and-materials, or_labor hour type; ceed the fee• limitations in subsli ction 16.301-4 of Inc Federal (2) The proposed subcontract is fixed-price and exceeds Acquisition Regulation (PAR). either$25,000 or 5 percent of the total estimated cost of this contract; (h) The'Contractor shall give!the Contracting Officer immediate (3) The proposed subcontract has experimental, develop- written notice of any action or suit filed and prompt notice of any claim mental, or research work as one of its purposes; or made against the Contractor by any subcontractor or vendor that, in (4)This contract is not a facilities contract and the proposed the opinion of the Contractor,may result in litigation related in any way subcontract provides for the fabrication, purchase, rental, installation, to this contract, with respect to which the Contractor may be entitled or other acquisition of special test equipment valued in excess of to reimbursement from the Government. $10,000 or of any items of industrial facilities. (i)(1) The Contractor shall insert in each price redetermination (b)(1) In the case of a proposed subcontract that (i) is of the or incentive price revision subconttact under this contract the sue- cost-reimbursement, time-and-materials, or labor-hour type and is stance of the paragraph "Quarterly limitation on payments statement" estimated to exceed $10,000, including any fee, (ii) is proposed to of the clause at 52.216-5, Price Redetermination Prospective, 52:216- - exceed $100,000, or (iii) is one of a number of subcontracts with a 6, Price Redetermination Retroactive, 52.216-16, Incentive Price single subcontractor, under this contract, for the same or related Revision-Firm Target, or 52.216-17 Incentive Price Rev son,-Succes- suppt es or services that, in the aggregate, are expected to exceed sive Targets, as appropriate, modified in accordance with the $100,000, the advance notification required by paragraph (a)•above paragraph entitled "Subcontracts"!lot that clause. shall include the information specified in subparagraph (2) below. (2) Additionally, the Contractor shall include in each cost- (2)(i) A description of the supplies or services to be reimbursement subcontract under this contract a requirement that the subcontracted. subcontractor insert the substance of the appropriate.ro iate. modified (ii) Identification of the type of subcontract to be used. subparagraph referred to in subparagraph (1) above in each lower (iii) Identification of the proposed subcontractor and an tier price redetermination or. incenit ve price revision subcontract explanation of why and how the proposed subcontractor was under that subcontract. - selected, including the competition obtained. 0) To facilitate small business participation in subcontracting, (iv)The proposed subcontract price and the Contractor's the Contractor agrees to provide progress payments on subcontract cost or price analysis. under this contract that are fixed price subcontracts with small (v) The subcontractor's current, complete. and accurate 'business concerns in conformity with the standards for customary cost ^'pricSng data and Certificate of Current Cost or Pricing Data, if progress payments stated in FAH 32502-1 and 32.504(f), as in effect required by other contract provisions. on the date of this contract. The Cantractar further agrees that the (vi) The subcontractor's Disclosure Statement or Certifi- need for such progress payments will not be cons dere^ a handicap cate relating to Cost Accounting Standards when such data are or adverse factor in the award of subcontracts. required by other provisions of this contract. (k) The Government reserves the right to review the Contrac- (vii) A negotiation memorandum reflecting- tor's purchasing system as set forth in FAR Subpart 44.3. (A) The principal elements of the subcontract price negotiations; I 43. FAR 52.244-5 COMPETITION IN SUBCONTRACTING (APR (B) The most significant considerations controlling 1984) establishment of initial or revised prices; (C)The reason cost or pricing data were or were not The Contractor shall select subcontractors (including suppliers)on required; a competitive basis to the maximum 'practical extent consistent with (D)The extent, if any, to which the Contractor did not the objectives and requirements of the contract. rely on the subcontractor's cost or pricing data in determining the 49. DEAR 952.245-5 GOVERNMENII T PROPERTY (COST price objective and in negotiating the final price; REIMBURSEMENT, TIME AND MATERIAL, OR LABOR (E) The extent to which it was recognized in the HOUR CONTRACTS) (APR 1964) • negotiation that the subcontractor's cost or pricing data were not il the accurate,complete,or current;the action taken by the Contractor and (a) Government-furnished property. (1)The term "Contractor's totalsubcontractor- and the effect of any such defective data on the managerial personnel," as used in !paragraph (g) of this clause, pmeans any of the Contractor's directors, officers, managers. superin- (F)The reasons for any significant difference between tendents, or equivalent representatiii who have supervision or the Contractor's price objective and the price negotiated; and direction of- (G) A complete explanation of the incentive fee or (i) All or substantially all of the Contractor's business; profit plan when incentives are used. The explanation shall identify (ii)All or substantially all of the Contractor's operation at each critical performance element, management decisions used to any one plant. or separate location at which the contract is being quantify each incentive element, reasons for the incentives, and a performed; or summary of all trade-off possibilities considered. (c)The Contractor shall obtain the Contracting Officer's written connected (iii) separateperforming and compacta major industrial operation consent before placing any subcontract for which advance notificationGovernment this ontravt. is requred under paragraph (a) (2) The ndershall deliver t this the contract. the Gor, use para ria habove. However, the Contractingin connection with and under the terms of contract. the Govern- Officer-may ratify in writing any such subcontract. Ratification shall ment-furnished property described in the Schedule or specifications, constitute the consent of the Contracting Officer. I together with such rotated data and information as the Contractor may (d) If the Contractor has an approved purchasing system and request and as may be reasonably required for the intended use of the subcontract is within the scope of such approval, the Contractor the property (hereinafter referred to as "Government-furnished prop- may enter into the subcontracts described in subparagraphs (a)(1) coy"). and(a)(2)above without the consent of the Contracting Officer,unless this contract is for the acquisition of major systems, subsystems, or based upon the e deliveryr hatmGo erdnmentfournisheanp rotate y their components. suitable for use will be delivered to the rContractor at the times stated (e) Even if the Con' Actor's purchasing system has been in the Schedule or, if not so stated, int sufficient lime to enable Inc approved, the Contractor st.' it obtain the Contracting Officer's written Contractor to meet the contract's delivery or performance dates. consent before placing subcontracts that have been selected for special surveillance and identified in the Schedule of this contract. Contractor aGcondit onntnotrnsu tablished e for':property is intended use, the the DOE Part 11--Contract Clauses (Nov 1985) '^,"..••', r. (Previous Editions Obsolete) r P:..•..L. 1 U`E'( 13 II • 0 0 Contractor shall, upon receipt, notify the Contracting Officer, detailingLimited risk of loss (1)Th (g) e Contractor shall not be liable for -the facts, and, as directed by the Contracting Officer and at loss cr destruction of, or damage to, the Government property .Government expense,either effect repairs or modification or return or provided under this contract or for expenses incidentai to such loss. • otherwise dispose of the property. After completing the directed destruction, or damage,except as p"rov ded in subparagraphs 12)and action-and upon written request of the Contractor, the Contracting (3) below. 'I Officer shall make an equitable adjustment as provided in paragraph (2) The Contractor shall be responsible for loss or destruc- (h) of this clause. tion of, or damage to. the Government property Prov oec under this (5) If Government-furnished property is not delivered to the contract (including expenses incidental to such loss. destruction, or Contractor by the required time or times,the Contracting Officer shall, damage)- II upon the Contractor's timely written request, make a determination of (i).That results from a risk expressly reou:red to be the delay. if any. caused the Contractor and shall make an equitable insured under this contract. but only to the extent of the insurance adjustment in accordance with paragraph (n) of this clause. required to be purchased and maintained or to the ex.:e-.13!insurance (b) Changes in Government-furnished property. (1) The Con- actually purchased and maintained, whichever is greater; trading Officer may, by written notice, (i) decrease the Government- (ii) That results from a risk that is in fact covered by furnished property provided or to be provided under this contract or insurance or for which the Contractor is otherwise reimbursed, but (ii) substitute,other Government-furnished property for the property to only to the extent of such insurance orieimbursement. be provided by the Government or to be acquired by the Contractor • ii for the Government under this contract. The Contractor shall promptly (iii) For which the Contractor is otherwise responsible under the express terms of thisntract, take such action as the Contracting Officer may direct regarding the coc. removal,shipment, or disposal of the property covered by this notice. (iv) That results from willful misconduct or lack of good (2) Upon the Contractor's written request, the Contracting faith on the part of the Contractors managerial personnel: or • Officer shall make an equitable adjustment to the contract in accor- (v) That results from a failure on the pan of the Contractor, due to willful misconduct or lack of good faith on the part - dance with paragraph(h)of this clause, if the Government has agreed in the Schedule to make such property available for performing this of the Contractor's managerial personnel, to establish and administer contract and there is any- a program or system for the control, use. protection. preservation. (i) Decrease or substitution in this property pursuant to maintenance. and repair of Government property as required by subparagraph (b)(1) above; or paragraph (e) of this clause. II (ii) Withdrawal of authority to use property, if provided (3)(i) If the Contractor fails to act as provided by subdivision under any other contract or lease. (g)(2)(v) above, after being notified](by certified mail addressed to (c) Title. (1)The Government shall retain title to all Government- one of the Contractor's managerial personnel) of the Government's furnished property. disapproval, withdrawal of approval. or•nonacceptance of the system (2) Title to all property purchased by the Contractor for or program. it shall be conclusively presumed that s.._~ `a:': rias which the Contractor is entitled to be reimbursed as a direct item of due to willful misconduct or lack of good faith on tne part of the cost under this contract shall pass to and vest in the Government Contractor's managerial personnel. upon the vendor's delivery of such property. (ii) In such event, any loss or destruction of. cr damage to,the Government property shall be presumed to have resulted from (3) Title to all other property, the cost of which is reimburs- i such failure able to the Contractor, shall pass to and vest in the Government upon- unless the Contractor can establish by clear and O Issuance of the property for use in contract perfor- convincing evidence that such loss!! destruction. or camaoe- mance; (A) Did not result from the Contractor's failure to (ii) Commencement of processing of the property or use maintain an approved program or system; or - in contract performance; or (B) Occurred while an approved programor system (iii) Re mb;trsem^n! of the cost of the Property by, the was maintained by the Contractor.ll Government, whichever occurs first. (4) If the Contractor transfers Government property to the (4) All Government-furnished property and all property possession and control of a subcontractor,the transfer ,‘,^,-3.i; not affect acquired by the Contractor, title to which vests in the Government the liability of the Contractor for IossVor destruction of, or damage to, under this paragraph (collectively referred to as "Government proper- the property as set forth above. However,the Contractor shall require ty"), are subject to the provisions of this clause. Title to Government the subcontractor to assume the risk of, and be responsible for, any property shall not be affected by its incorporation into or attachment to loss or destruction of, or damaged to, the property while in the any property not owned by the Government, nor shall Government subcontractor's possession or control, except to the extent that the property become a fixture or lose its identity as personal property by subcontract, with the advance approval of the Contracting Officer. being attached to any real property. relieves tne subcontractor from such liability. In the absence of such (J) Use of Government properly. The Government properly approval, the subcontract shall contain appropriate provisions requ r- shall be used only for performing this contract, unless otherwise ing the return of all Government property in as good condition as provided in this contract or approved by the Contracting Officer. when received, except for reasonable wear and tear or for its use in (e) Property administration. (1)The Contractor shall be respon- accordance with the provisions of the prime contract. -sible and accountable for all Government property provided under (5) Upon loss or destruction of, or damage to. Government • - this contract arid shall comply with Federal Acquisition Regulation property provided under this contract, the Contractor shall so notify (FAR) Subpart 45.5 and the DOE Acquisition regulation Subpart the Contracting Officer and shall communicate with the loss and 945.5, as in effect on the date of this contract, and which are hereby salvage organization, if any. designated by the Contracting Officer. incorporated into this contract by reference. With the assistance of any such organization.the Contractor shall-take . (2) The Contractor shall establish and maintain a program all reasonable action to protect the Government property from further for the use, maintenance, repair, protection, and preservation of damage, separate the damaged andl undamaged Government prop- Government property in accordance with sound business practice erty, put all the affected Government property in the best possible and the applicable provisions of FARSubpart 45.5 and the DOE order, and furnish to the Contractinig Officer a statement of- Acquisition Regulation Subpart 945.5. (i)The lost, destroyed, or damaged Government proper- (3) If damage occurs to Government property, the risk of ty; which has been assumed by the Government under this contract, the (ii) The time and origin of the loss, destruction, or • Government shall replace the items or the Contractor shall make such damage; repairs as the Government directs. However, if the Contractor cannot (iii) All known interests ill commingled property of which effect Such repairs within the time. required, the Contractor. shall the Government property is a par-land dispose of the property as directed by the Contracting Officer. When (iv)The insurance, if any,covering any part of or interest any property for which the Government is responsible is replaced or in such commingled property. II repaired, the Contracting Officer shall make an equitable adjustment (6) The Contractor shall repair, renovate, and take such in accordance with paragraph (h) of this clause. other action with respect to damaged Government property as the (f) Access. The Government and all its designees shall have Contracting Officer directs. If the Government property is destroyed or access at all reasonable times to the premises in which any damaged beyond practical repair,or is damaged and so commingled Government property is located for the purpose of inspecting the or combined with properly of others (including the Contractor's) that Government property. separation is impractical,the Contractor may,with the approval of and DOE Part II—Contract Clauses (Nov 1995) - (Previous Editions Obsolete) 14 , - y r"I.., ~ • • u I '+ „. kt r , - •:_. ) • • ) subject to any conditions imposed by the Contracting Officer, sell Government-furnishedpropertyii sted in the Schedule such property for the account of the Government. , or soif°lee- - liths) is withdrawn or is unsuitable for the Intended ice. or ,f Ol^F. Such sales may be made in order to minimize the loss to the ' Government property is subst:).ted. then the equ.tah'e adios Government,to permit the resumption of business, or to accomplish a under pation costs. of this clause may properly rndude restoration o similar purpose. The Contractor shall be entitled to an equitable rehabilitation costs. adjustment in the contract price for the expenditures made in (k) Cwriting. ions. All (Communications under this clause performing the obligations under this subparagraph (g)(o) in actor- shall be in writing meo dance with paragraph (h) of this clause. However, the Government (I) Overseas contracts. If this contract is to be may directly reimburse the loss and salvage organization for any of outside the United States of America.-Its territories. o• oopsefer'ev their charges. The Contracting Officer shall give due regard to the the words "Government"s and ttbe construed s_ , Contractor's liabilityThunder paragraph they appear in this clause) shalllbe construed as i`•. Sates p 9 P (g) when making any such -united dive- equitable adjustment. -- Government"and "United States Government-furnished.. respective- equitable esile tiv (7)The Contractor shall not be reimbursed for,and shall not Iy include as an item of overhead, the cost of insurance or of any 55 GEAR 952.245 5 GOVERNiMENT PROPERTY (COST- covering risk of loss or destruction of, 'or damage to, REIMBURSEMENT, TIMTERN-MATERIAL, OR LABOR- reserveGovernment property, except to the extent that the Government may ATE I (JUL 19 5) HOUR CONTRACTS)-ALTERN have expressly required the Contractor to carry such insurance under another provision of this contract. NOTE: Substitute this paragraphl (c) for paragraph (c) of (8) In the event the Contractor is reimbursed or otherwise • Clause 49 above if the contract is for research a: nonprofit compensated for any loss or destruction of, or damage to, Govern- institutions of higher education or other nonprofit ore&researchons ment property, the Contractor shall use the proceeds to repair, whosesmay primary purpose is the conduct of contract. renovate, or replace the lost, destroyed, or damaged Government as be indicated in SectiII n H of the Con?race. property or shall otherwise credit the proceeds to. or equitably (C) Title. (1)The Government shall retain title to all Government- reimburse, the Government, as directed by the Contracting Officer. furnished property. (9)The Contractor shall do nothing to prejudice the Govern- y ment's rights to recover against thirdby All Contractor,cter o whi vestsy and Government propertyt destruction of, or damage to, Government parties for any loss or acquired by the title to which in the Governme�: of the Contracting Officer, the Contractor shallll,at the Gov. Upon ern ent st ty ')carer t subjecs trto thaph e provisionslof this dclause. Tito as tle to Government expense, furnish to the Government all reasonable assistance and property shall not be affected by its incorporation into or attachment to Cooperation (including the prosecution of suit and the execution of • any property not owned by the Government, nor sha!! Government instruments of assignment in favor of the Government) in obtaining property become a fixture or lose its identity as persona' property by recovery. In addition, where a subcontractor has not been relieved being attached to any real property. • from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Govern- which the(Co C3)ontractor stle to llentpedrto ty Iberreimbudrsed asra direct ite for ment the liability of the subcontractor for such loss, destruction, or cost under this contract and that. under the provisions of this contract damage. is to vest in the Government, shall pass to and vest in the Government (h) Equitable adjustment. When this clause specifies an equita- upon the vendor's delivery of such'property.Title to all otner proper,y ble adjustment, it shall be made t0 any affected contract provision in the cost of which is to be accordance with the procedures of the Changes clause. When contract and that under the provis ons ofio this contract is to vesstein this the appropriate, the Contracting Officer may initiate an equitable adjust- Government, shall pass to and vest in the Government upon- ment in favor of the Government. The right to an equitable adjustment (i) Issuance of the property for use in contract shall be the Contractor's exclusive remedy. The Government shall not performance; be liable to suit for breach of contract for- (1) Anydelayin deliveryof Government-furnished roe its use in contraict pei) rformance: dr of processing of the prope�y or property;rtY; (2)Delivery of Government-furnished property in a condition not suitable for its intended use: (iii) Reoccurs first. the cost of the property by the Government, whichever occurs first. (3) A decrease in or substitution of Government-furnished (4)Title to equipment (ands other tangible persona!property) properly; or p p . purchased with funds available for research and having an acquisition (4) Failure to repair replace Government property for cost of less than $5,000 shall vest it the Contractor upon acquisition which the Government is responsible. (i) Final accounting and disposition of Government or as soon thereafter as fffeasible:: provided, that the Contractor before Upon completing this contract, or at such earlier dates asp may be Title to taineequ thpmentractinpurchased with fuundsval available forch e search aond fixed by the Contracting Officer, the Contractor shall submit, in a form having an acquisition cost of S5,004'or more shall vest as set forth in acceptable to the Contracting Officer,inventory schedules covering all the contract. If title to equipment vests in the Contractor under this items of Government property not consumed in performing this subparagraph (c)(4), the Contractor &trees that no chane will be contract or delivered to the Government.The Contractor shall prepare made to the Government for any depreciation, amortization, or use for shipment, deliver f.o.b. origin, or dispose of the Government under any existing or future Government contract or subcontract property as may be directed or authorized by the Contracting Officer. thereunder. The Contractor shall furnish the Contracting Officer a list The net proceeds of any such disposal shall be credited to the cost of of all equipment to which title is vested in the Contractor under this the work covered by this contract or paid to the Government as subparagraph (c)(4) within 10 days following the end of the calendar directed by the Contracting Officer. The foregoing provisions shall quarter during which it was vested! apply to scrap from Government property;provided,however,that the Contracting Officer may authorize or direct the Contractor to omit tram rights legislation,Veti 42 title SLC 2000dnder 1pBeforept title(c)•is vested to civil such inventory schedules any scrap consisting of faulty castings or signing this contract, the Contracto)) accepts and agrees that- forgings by or of cutting and processing waste, such as chips, cuttings, il "No person in the United States s borings, turnings, short ends, circles, trimmings, clippings, and hallon the around of race.color, , or national origin, be excluded from participation in. be denied the remnants, and to dispose of such scrap in accordance with the Contractor's-normal practice and account for it as a part of general benefits of, or be otherwise subjected to discrimination under this overhead or other reimbursable costs in accordance with the Contrac- contemplated financial assistance (lilac to equipment)." tor's established accounting procedures. (j) Abandonment and restoration of Contractor premises. Un- 51• FAR 52.246-5 lNTjA TION OF SERVtCE5-COST- less otherwise provided herein, the Government- (1) May abandon REt'�9BURSEh4E (APR 1984) any Government property in place, at which time all obligations of the Government regarding such abandoned pror fly shall cease; and services pa) erformed,ed, works anship,and mateused riathis l furnished orusedin (2) Has no obligation to restore or.. .iabitrtale the Contrac• performing services. . tor's premises under any circumstances(e.g., abandonment,dispos tion upon completion of need,or contract Completion). However,if the (b) The Contractoracceptable to cthr shall provide andthe Government coveringtaintain an inspection the services under r r DOE Part It—Contract Clauses (Nov 1985) (Previous Editions Obsolete) f;"..1-..k.1':�` Lir J-it%._.) : . •.•this contract. Complete records of all in,.- ction work erformed b I • p y apace outside the United States or between two places both of which , -the Contractor shall be maintained and made available to the are outside the United States. _ • i Government during contract performance and for as long afterwards • as the contract requires. "United States," as used in this clause, means the 50 States, the (c)The Government has the right to inspect and test all services District of Columbia, the Commonwealth of Puerto Rico. and posses. ni called for by the contract, to the extent practicable at all places and Bions of the United States. -U.Sflag air carver." as used in thio times during the term of the contract. The Government shall perform clause, means an air carrier holding a certificate under section 401 of inspections and tests in a manner that will not unduly delay the work. the Federal Aviation Act of 1958 1(49 U.S.C. 1371).• (d) If any of the services performed do not conform with (b) Section 5 of the International Air Transportation Fair contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, reCompetitive two Pr acFeds Act of 1974 cie (49 U.S.C. nme1 (Fly America Act: • for no additional fee. When the detects in services cannot be subcontractors u cies thatctall Federal agencies andr Government contractors an:: corrected by reperformance, the Government may (1) require the nanced international use U.S.-flag air 'Farriers personnels for U.S. Gohernmeson- Contractor to take necessary action to ensure that future performance al effed ) orppair toane e ter t t of (and their rr ors is conforms effects) or property, the extent that service by those carriers rs conforms to contract requirements and (2) reduce any fee payable available. It requires the Comptroller General of the United States. in under the contract to reflect the reduced value of the services performed. the absence of satisfactory proof of the necessity for foreign-fisc air perform the services again transportation, to disallow expenditures.from funds. aperopnated or promptly (e)If the Contractor fails tog otherwise established for the account of the United States. for or take the action necessary to ensure future performance in international air transportation secured aboard a foreign-flag air conformity with contract requirements, the Government may (1) by carrier if a U.S.-flag air carrier is available to provide such services. contract or otherwise, perform the services and reduce any fee (c) The Contractor agreein performing work under this payable by an amount that is equitable under the circumstances or(2) terminate the contract for default. contract,to use U.S.-flag air carriers for internationalair transportation of personnel (and their personal effects) or property to the extent that 52. FAR 52.246-9 INSPECTION OF RESEARCH AND service by those carriers is available. DEVELOPMENT-SHORT FORM (APR 1984) - (d)In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international'air.transportation. the Contractor The Government has the right to inspect and evaluate the work shall include a certification on vouchers involving such transportation: performed or being performed under the contract, and the premises essentially as follows: u where the work is being performed, at all reasonable times and in a CERTIFICATION OF UNAVAILABILITY OF U.S.-FLAG AIR CARRIERS manner that will not unduly delay the work. If the Government performs inspection or evaluation on the premises of the Contractor or I hereby certify that international air transportat.on of persons • a subcontractor, the Contractor shall furnish and shall require (and their personal effects) or property by U.S.-flag air carrier subcontractors to furnish all reasonable facilities and assistance for was not available or it was necessary to use foreign-flag air the safe and convenient performance of these duties. carrier service for the following reasons (see section 47.403 of the Federal Acquisition Regalation): 53. FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984) (State reasons): f (End of rtification) '(a) Except as provided in paragraphs (b) and (c) below, and il except to the extent that the Contractor is expressly responsible under (e) The Contractor shall include the substance of this clause: this contract for deficiencies in the services required to be performed including this paragraph (e). in each subcontract or purchase under under it (including any materials furnished in conjunction with those this contract that may involve international air transportation. ser:t;;es), i;,2 Coairac,tor si,all not be iiabie fui loss of or damage to II property of the Government that (1) occurs after Government accep- 55. FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED Lance of services performed under this contract and (2) results from U.S. FLAG COMMERCIAL VESSELS (APR 19 ;) any defects or deficiencies in the services performed or materials (a) The Cargo Preference llct of 1954 (46 U.S.C. 1241 b ) furnished. { ) (b)The limitation of liability under paragraph(a)above shall not requires that Federal departmentsiJand agencies shall transport in 'apply when a defect or deficiency in,or the Government's acceptance the grosss owneda U.S.-flag commercial vessels commoditiest least percenttmay of, services the tonnaoe of equipment, materials, or that performed or materials furnished results from willful be transported in ocean vessels (Computed separately for dry bulk misconduct or lack of good faith on the part of any of the Contractor'scarriers, dry cargo liners, and tankers). Such transportation shall be managerial personnel. The term "Contractor's managerial person- accomplished when any equipment, materials, or commodities, net," as used in this clause, means the Contractor's directors, located within or outside the United States,that may be transported by officers, and any of the Contractor's managers, superintendents, or ocean vessel are- it equivalent representatives who have supervision or direction of- (1).Acquired for a U.S. Government agency account; (1) All or substantially all of the Contractor's business; (2) Furnishedoforr ito,m orur for the account of, any foreign nation (2) All or substantially all of the Contractor's operations at without provision for reimbursement; any one plant, laboratory,or separate location at which the contract is being performed; or (3) Furnished for the account of a foreign nation in connec- tion with which the United States advances funds or credits, or (3) A separate and complete major industrial operation Connected with the performance of this contract. guarantees the convertibility of foreign currencies: or (c) If the Contractor carries insurance, or has established a (4) Acquired with advance of funds, loans, or guaranties • made by or on behalf of the United States. reserve for self-insurance, covering liability for loss or damage suffered by the Government through the Contractor's performance of ss The Contractor shallt50 use pent of the owned tonnageU.S.-flag involvednmmer- services or furnishing of materials under this contract, the Contractor cial vessels to ship at least percent el gross llecarriers, shall be liable to the Government, to the extent of such insurance or carer the contractt (computed separately for dry bulk dry reserve, for loss of or damage to property of the Government cargo liners, and tankers) whenever shipping any equipment. male- reserve, rials, or commodities under the conditions set forth in paragraph (a) occurring after Government acceptance of, and resulting from any above, to the extent that such vessels are available at rates that are defects and deficiencies in,services performed or materials furnished fair and reasonable for privately owned U.S.-flag commercial vessels. under this contract. (c)(1) The Contractor shall submit one legible copy of a rated (d) The Contractor shall include this clause, including this oera rah d supplemented as necessaryto reflect the relationship on-board ocean bill of lading for each shipment to both (i) the f thegcontracting parties, in all subcontrcts over X25,000. Contracting Officer and (ii) the Division of National Cargo. Office of Market Development, Maritime Ad runistration, U.S. Department of 54. FAR 52.247-63 PREFERENCE FOR U.S. FLAG AIR Transportation, Washington, DC 20590. Subcontractor bills of lading CARRIERS (APR 1984) shall be submitted through the Prime Contractor. (2)The. Contractor shall furin sh these bill of lading copies (I) (a) "International air•transportation," as used in this clause, within 20 working days of the date off loading for shipments originating means trans.ortation by air between a place in the United States and in the United Stales or (ii) within 30 working days for shipments • DOE Part II—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 16 ( ) . ) . F.rf I -4 / f /, j1 410, originating outside the United States. Each bill of lading copy shall and items that, if the contract had been completed. would have been contain the following information: required to be furnished, includ ri pro- (A) Sponsoring U.S. Government agency. g (i) materials or mate 9� Y• duced, in process, or acquired 'for the work terminated and (ii) (B) Name of vessel. completed or partially completed plans, drawings. and information. • (C) Vessel flag of registry. (7) Complete performance of the work not terminated. (D) Date of loading. (8) Take any action that may be necessary, (E) Port of loading. y, e that the g. Contracting Officer may direct. for�the protection and preservation of - (F) Port of final discharge. the property related to this contract that is in the possession of the (G) Description of commodity. Contractor and in which the Goviernment has or may acquire an (H) Gross weight in pounds and cubic feet if avail- • interest. II able. (9) Use its best efforts to,1 sell, as directed or authorized by (I) Total- ocean freight revenue in U.S. dollars. the Contracting Officer, termination inventory other than that retained (d) Except for small purchases as described in 48 CFR 13, the by the Government under subparagraph (6) above, provided. howev- Contractor shall insert the substance of this clause, including this er, that the Contractor (i) is not)required to extend credit to any paragraph (d), in all subcontracts or purchase orders under this purchaser and (ii) may acquire the property under the conditions contract. prescribed by,and at prices approved by,the Contracting Officer.The (e) The requirement in paragraph (a) does not apply to- - proceeds of any transfer or dispos:it on will be applied to reduce any (1) Small purchases as defined in 48 CFR 13; payments to be made by the Government under this contract,credited (2) Cargoes carried in vessels of the Panama Canal to the price or cost of the work, or(paid in any other manner directed Commission or as required or authorized by law or treaty; by the Contracting Officer, (3) Ocean transportation between foreign countries of (c)After termination,the Contractor shall submit a final termina- lion settlement proposal to the Co..^.tact ng Officer in the form and with supplies purchased with foreign currencies made available, or the certification prescribed by the Contracting Officer. The Contractor derived from funds that are made available, under the Foreign Assistance Act of 1961 (22 U.S.C. 2353); and shall submit the proposal promptly but no later than 1 year from the (4) Shipments of classified supplies when the classification effective date of termination unless extended in writing by the prohibits the use of non-Government vessels. Contracting Officer upon written request of the Contractor within this (f) Guidance regarding fair and reasonable rates for privately 1-year period. If the Contractor ll fails to submit the termination settlement proposal within the time allowed, the Contracting Officer owned U.S.-flag commercial vessels may be obtained from the may determine, on the basis of information available, the amount, if • Division of National Cargo, Office of Market Development, Maritime any, due the Contractor because oflthe termination and shall pay the Administration, U.S. Department of Transportation, Washington, DC 20590, Phone: 202-426-4610. amount determined. I (d) Subject to paragraph (c') above, the Contractor and the 56. DEAR•952.247-70 FOREIGN TRAVEL (APR 1984) Contracting Officer may agree upon the whole or any part of the amount to be paid because of the termination. This amount may (a) Foreign travel, when charged directly, shall be subject to include reasonable cancellation charges incurred by the Contractor the prior approval of the contracting officer for each separate trip and any reasonable loss on outstandin commitments for er regardless of whether funds for such travel are contained in an personal services that he Contractor is unable to cancel; provided, that the approved budget. Foreign travel is defined as any travel otestde of Conti:ctor exercised-r:a uriab e diligence in diverting such commit- Canada and me United States and its territories and possessions. ments to other operations. The co attract shall be amended and the (b) Request for approval shall be submitted at least 45 days Contractor paid the agreed amount. prior to the planned departure dale, be on a Request for Approval ofii(c) The cst 31.3 of the Foreign•Travel form, and, when applicable, include a notification of Federal Acquisitionples Reguplationnd(FAIR),procin effect onres inbtphe date of the proposed Soviet-bloc travel. contract, shall govern all costs claimed, agreed to, or determined 57. FAR 52.249-5 TERMINATION FOR CONVENIENCE OF under this clause; however, if the Contractor is not an educational GOVERNMENT-EDUCATIONAL AND OTHER NON- institution,arid and is a B)Circular oraaizationa , under Pri Office Manage- THE. rof- PROFIT INSTITUTIONS (APR 1984) mens Budget (OMBj Circular A-122, "Cost Pnncip!es for Nonprof- it Organizations," July 8, 1960, those cost principles shall apply; NOTE: This clause applies to this contract only if the contrac provided, that if the Contractor isll a nonprofit institution listed in for is an educational or nonprofit institution, and the contract Attachment C of OMB Circular A-12.2, the cost principles at FAR 31.2 for commercial organizations shall makes no provision for the payment of a profit or fee. at Op* to such contractor. (f) The Government may, under the terms and conditions it (a)The Government may terminate performance of work under prescribes, make partial paymentsll against costs incurred by the .this contract in whole or, from time to time, in part if the Contracting Contractor for the terminated portion of this contract, if the Contracting Officer determines that a termination is in the Government's interest. Officer believes the total of theseiI payments will not exceed the The Contracting Officer shall terminate by delivering to the Contractor amount to which the Contractor will be entitled. a Notice of Termination specifying the extent of termination and the effective date. (g) The Contractor has the right of appeal as provided under the Disputes clause, except that if th'e Contractor failed to submit the • (b) After receipt of a Notice of Termination and except as termination settlement proposal within the time provided in paragraph directed by the Contracting Officer, the Contractor shall immediately (c) and failed to request a time extension, there is no right of appeal. proceed with the following obligations: (1) Stop work as specified in the notice. 58. FAR 52.249-6 TERMINATIONIICOST-REIMBURSEMENT (2) Place no further subcontracts or orders (referred to as (APR 1984) subcontracts in this clause), except as necessary to complete the continued portion of the contract. NOTE: This clause applies to this contract unless the contrac- (3) Terminate all applicable subcontracts and cancel or for is an educational or nonprofit institution, and the contract makes no provision for the payment of a profit or fee. dived applicable commitments covering personal services that extend II beyond the effective date of termination. (a)The Government may terminate performance of work under (4) Assign to the Government, as directed by the Contract- this contract in whole or, from time to time, in part, if- ing Officer, all right, title, and interest of the Contractor under the subcontracts terminated, in which case the Government shall have the in the Government's meThe Contracting sntintere t,0oircer(determines that a termination is right to settle or pay any termination settlement proposal arising out of those terminations. (2) The Contractor defaults in performing this contract and fails to cure the default within 10 pays (unless extended by the (5)With approval or ratification to the extent required by the Contracting Officer) after receiving a notice specifying the default. Contracting Officer, settle all outstanding liabilities and termination "Default" includes failure to make r ress in the work so as to settlement proposals arising from the termination of subcor .acts; endanger p'°g approval or ratification will be final for n) performance. purposes of this c•'.; ,e. (b) The Contracting Officer shall terminate by delivering to the by the Contracting Transfer Officer,(if deliverlto the}Government any info)and, as rmation for Contractor default of the Contractor ortion for convenliegncewhether of thetGovernm Government, DOE Part Ile—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 17 p ' 'tr�� f" • • • .the extent of termination,and the effective date. If,after termination for (f) Subject to. paragraph (e) above, .the Con=Tactor and the • ` 'de`.ault, it is determined that the Contractor was not in default or that Contracting Officer may agree on the whole or any part of the amount . • the'Contractor's failure to perform or to rnake progress in perfor- • to be paid(including an allowance 16r fee) because of the termination. mance is due to causes beyond the control and without the fault or The contract shall be amended, aiid the Contractor paid the agreed negligence of the Contractor as set forth in the Excusable Delays amount. clause, the rights and obligations of the parties will be the same as if (g) If the Contractor and the Contracting Officer fail to agree in the termination was for the convenience of the Government. whole or in part on the amount of costs and/or fee to be paid because (c) After receipt of a Notice of Termination, and except as of the termination of work, the Contracting Officer shall determine, on directed by the Contracting Officer, the Contractor shall immediately the basis of information available, the amount, if any, due the proceed with the following obligations, regardless of any delay in Contractor, and shall pay that ail oust, which shall include the determining or adjusting any amounts due under this clause: following: • - (1) Stop work as specified in the notice. (1)All costs reimbursable under this contract, not previously ii (2) Place no further subcontracts or orders (referred to as paid, for the performance of•this contract before the effective date of subcontracts in this clause), except as necessary to complete the the termination, and part of those costs that may continue for a Continued portion of the contract. reasonable time with the approval of or as-directed by the Contracting (3)Terminate all subcontracts to the extent they relate to the Officer; however, the Contractor shall discontinue those costs as work terminated. rapidly as practicable. II (4) Assign to the Government, as directed by the Contract- (2) The cost of settling apnd paying termination settlement • ing Officer, all right, title, and interest of the Contractor under the proposals under terminated subcontracts that are properly charge- subcontracts terminated,in which case the Government shall have the s r the terminated d portion of the contract if not included in right to settle or to pay any termination settlement proposal arising out subb paragraph (1) above. of those terminations. (3)The reasonable costs of settlement of the work terminat- (5)With approval or ratification to the extent required by the ed, including- p Contracting Officer, settle all outstanding liabilities and termination sonabe) Accounting, legal, clerical, and other expenses rent settlement proposals arising from the termination of subcontracts, the proposalsly necessary sp for the data; Ration of termination settlement cost of which would be re mbursable in whole or in part, under this and supportingtei data; contract; approval or ratification will be final for purposes of this (ii) The termination and settlement of subcontracts (ex- clause. eluding the amounts of such settlements); and (6)Transfer title (if not already transferred) and, as directed (iii) Storage, transportation, and other costs incurred, by the Contracting Officer,deliver to the Government (i)the fabricated ofthe reasonably necessary terminationin for therpre the fermi ationc ion, or disposition or unfabricated parts,work in process,completed work,supplies,and of the for hepriaration of. theIf the termination e i forsealdefault, no t other material produced or acquired for the work terminated, (ii) the amounts m the preparation Contractors termination settlement completed or partially completed plans, drawings, information, and proposal may be included. other property that, if the contract had been completed, would be (4) A portion of the fee payable under the contract. required to be furnished to the Government, and (iii) the jigs, dies, determined as follows: p fixtures,and other special tools and tooling acquired or manufactured (i) If the contract is terminated for the convenience of the for this contract, the cost of which the Contractor has been or will be Government, the settlement shall include a percentage of the fee reimbursed under this contract. equal to the percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontrac- (7) Complete performance of the work not terminated. tors" termination proposals, less previous payments for fee. (8) Take any action that may be necessary, or that the (ii) If the contract is terminated fordefaul?, the total fee a Officer may d. `cl, far the protector, arid prts6rvahon of payable snap be such proportionate part of the fee as me total number the property related to this contract that is in the possession of the of articles (or amount of services) delivered to and accepted by Inc Contractor and in which the Government has or may acquire an Government is to the total number of articles (or amount of services) interest. of a like kind required by the contract.t (9) Use its best efforts to sell, as directed or authorized by (5) If the settlement includeps only fee, it will be determined the Contracting Officer, any property of the types referred to in under subparagraph (g)(4) above. II subparagraph (6) above; provided, however, that the Contractor(i) is (h)The cost principles and procedures in Part 31 of the Federal not required to extend credit to any purchaser and(ii)may acquire the Acquisition Regulation, in effect on'I the date of this contract, shall property under the conditions prescribed by, and at prices approved govern all costs claimed, agreed to, determined under this clause. i) Contractor have) by, the Contracting Officer. The proceeds of any transfer or disposi- O The Cottshallthe right of a lion Wil be applied to reduce anyg ppeal, under the PP payments to be made by the Disputes clause, from any determination made by the Contracting Government under this contract, credited to the price or cost of the Officer under paragraph (e) or (g)uabove or paragraph (k) below, • work, or paid in any other manner directed by the Contracting Officer. except that if the Contractor failed to submit the termination settlement (d) After expiration of the plant clearance period as defined in proposal within the time provided Ilin paragraph (e) and failed to Subpart 45.6 of the Federal Acquisition Regulation, the Contractor request a time extension, there is no right of appeal. If tiiee Contracting may submit to the Contracting Officer a list,certified as to quantity and Officer has made a determination of the amount due under paragraph quality, of termination inventory not previously disposed of,excluding (e), (g)or(k),the Government shall pay the Contractor(1)the amount items authorized for disposition by the Contracting Officer. The determined by the Contracting Officer if there is no right of appeal or if Contractor may request the Government to remove those items or no timely appeal has been taken, or (2)the amount finally determined enter into an agreement for their storage. Within 15 days, the on an appeal. Government will accept the items arid remove them or enter into a (j) In arriving at the amount due the Contractor under this storage agreement. The Contracting Officer may verify the list upon clause, there shall be deducted- removal of the items, or if stored, within 45 days from submission of (1) All unliquidated advance or other payments to the the list,and shall correct the list, as necessary,before final settlement. Contractor, under the terminated portion of this contract, (e)After termination, the Contractor shall submit a final terming- (2) Any claim which the Government has against the bon settlement proposal to the Contracting Officer in the form and with Contractor under this contract; ands . the certification prescribed by the Contracting Officer. The Contractor (3) The agreed price fo rg, or the proceeds of sale of shall submit the proposal promptly, but no later than 1 year from the . materials, supplies, or other things acquired by the Contractor or sold effective date of termination, unless extended in writing by the under this clause and not recovered by or credited to the Govern- Contracting Officer upon written request of the Contractor within this went. 1-year period. However, if the Contracting Officer determines that the (k) The Contractor and Contracting Officer must agree to any facts justify it, a termination settlement proposal may be received and equitable adjustment in fee for the continued portion of the contract acted on after 1 year or any extension. If the Contractor fails to submit when there is a partial termination, The Contracting Officer shall the proposal within the lime allowed, the Contracting Officer may amend the contract to reflect the agreement. determine, on the basis of information available, the amount, if any, (I)(1) The Government may, under the terms and conditions it due the Contractor because of the terminate , and shall pay the prescribes, make partial payments and payments against costs amount determined. incurred by the Contractor for the terminated p•,rtion of Inc contract, if DOE Part II—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 18 i= . . 1 • . the Contracting Officer believes the total of these payments will not The Government hereby gives its authorization and consent for a! exceed the amount to which the Contractor will be entitled. • use and manufacture of any invention described in and covered,by a (2) If the total payments exceed the amount finally deter- patent of the United States in the performance of this contract or any mined to be• due,. the Contractor shall repay the excess to the part hereof or any amendment hereto or any subcontract hereunder Government upon demand, together with interest computed at the (including all lower-tier subcontracts). rate established by the Secretary of the Treasury under 50 U.S.C. II App. 1215(b)(2). Interest shall be computed for the period from the 62. DOE PR 9-9.103-3 PATENT INDEMNITY .J ": 19'` date the excess payment is received by the Contractor to the date the The contractor shall indemnifythe Government and its excess- is repaid. Interest shall not be charged on any excess infringe- officers, nge payment due to a reduction in the Contractor's termination settlement mens agents, and employees against xct pt liability. inters Pa costs. for ucor,Q an proposal because of retention or other disposition of termination inert of U.S. Letters is nownt(may h �U. ft Letters Patent et oea u rn se inventory until 10 days atter the date of the retention or disposition, or withheapplication which is r may heb e Gov rn kept secret or of from •a later date determined by the Contracting Officer because of the contractdor's: .from issue by order of the Government) resultingtfrom o- circumstances. contractor's: (a) furnishing or supplying standard parts or torso_ (m)The provisions of this clause relatingto fee are inapplicable nents which have been sold or offered for sale to public on the if this contract does not include a fee. pp commercial open market; or (b)Q utilizing its normal practices or methods which normally are or have been used in providing goods 59. FAR 52.249-14 EXCUSABLE DELAYS (APR 1984) and services in the commercial open market, in the performance of the contract: or (c) utilizing any parts. components. practices or methods to the extent to which theVconiractor has secured nde (a) Except for defaults of subcontractors at any tier, the amrnf;- Contractor shall not be in default because of any failure to perform this cation from liability.The foregoing i ode as soon shall not apply unless the contract under its terms if the failure arises from causes beyond the contractor shall have been informed as prat le by the control and without the fault or negligence of the Contractor. Exam- have of the suit or act:on a!,eg ng afforded infringement,yacpland shalt pies of these causes are (1) acts of God or of the public enemy, (2) have been given such opportunity as is hereof,;cable taws, acts of the Government in either its sovereign or contractual capacity, rules, or regulations to participate m the defense thereof: and whichhss (3) fires. (4) floods, (5) epidemics, (6) quarantine restrictions, (7) such indemnity shall not apply toga claimed infringement is strikes, (8) freight embargoes, and (9) unusually severe weather. In settled without the consent of the contractor, unless required by final each instance, the failure to perform must be beyond the control and decree of a court of competent )unsd tLoh or to an infringement without the fault or negligence of the Contractor. "Default" includes resulting from addition to or change in such supplies or components . failure to make progress in the work so as to endanger performance. furnished or construction work performed for which addition or (b) If the failure to perform is caused by the failure of a change was made subsequent to•delivery or performance by the subcontractor at any tier to perform or make progress, and if the contractor. cause of the failure was beyond the control of both the Contractor and 63. DOE PR 9-9.104 NOTICE AND ASSISTANCE subcontractor, and without the fault or negligence of either, the REGARDING PATENT AND(COPYRIGHT INFRINGEMENT Contractor shall not be deemed to be in default, unless- (JUN 1979) (1)The subcontracted supplies or services were obtainable from other sources; The provisions of this clause shall be applicable only if the amount (2)The Contracting nrr;,^r Crdtrect the Contractor in writing of this•contract exceeds $10,000 to purchase these supplies or services from the other source; and (a) The contractor shall report to the Contracting Officer, (3) The Contractor failed to comply reasonably with this promptly and in reasonable writte 6 detail, each notice or claim of order, c patent or copyright infringement based on the performance of this Upon request of the Contractor,the Contracting Officer shall contract of which the contractor has knowledge. ascertain the facts and extent of the failure. if the Contracting Officer (b) In the event of any claim or suit against the Government on determines that any failure to perform results from one or more of the account of any alleged patent or copyright infringement arising out of causes above, the delivery schedule shall be revised, subject to the the performance of this contract or out of the use of any supplies rights of the Government under the termination clause of this contract. furnished or work or services performed hereunder, the contractor shall furnish to the Government when requested by the Contracting 60. DOE PR 9-9.102-1 AUTHOAiAT1ON AND CONSENT Offi (JUN 1979) cer, all evidence and information d possession of the contractor ii pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Government except where the NOTE: This clause applies to this contract only if chosen elsewhere in this contract. contractor has agreed to indemnify the Government. (c) This clause shall be inci(jded in all subcontracts. The Government hereby gives its authorization and consent 64. DEAR 927.300 a PATENT RIGHTS-LONG FORM (APR (without prejudice to any rights of indemnification) for all use and i984) manufacture, in the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder (including any NOTE.: This clause applies to this contract unless the contrac- lower-tier subcontract), of any invention described in and covered by for is a domestic small business or domestic nonprofit oroani- a patent of the United States (a) embodied in the structure or zation at the time of award or unless the clause at DOE PR composition of any article the delivery of which is accepted by the 9-9.107-6 is chosen elsewhere in this contract. Government under this contract or (b) utilized in the machinery, tools or methods, the use of which necessarily results from compliance by (a) Definitions. the contractor or the using subcontractor with (i) specifications or (1) "Subject invention" means any invention or discovery of written provisions now or hereafter forming a part of this contract, or the contractor conceived or first actually reduced to practice in the (ii) specific written instructions given by the Contracting Officer course of or under this "contract, [and includes any art, method. Process. machine manufacture, desjgn or composition of ma directing the manner of performance. The entire liability to thematter. or Government for infringement of a patent of the United States shall be any new and useful improvement thereof or any variety of plants. determined solely by the provisions of the indemnity clauses, if any, whether patented or unpatented under the Patent Laws of the United included in this contract or any subcontract hereunder (including all States of America or any foreion country. lower-tier subcontracts), and the Government assumes liability for all (2) "Contract" means any contract, grant, agreement, other infringement to the extent of the authorization and consent understanding,or other arrangementll which includes research,devel- hereinabove granted. opment, or demonstration work, and includes any assignment or substitution of partes. 61. DOE PR 94.102-2 AUTHORIZATION AND CONSENT (3) "States and domestic municipal governments" means (JUN 1979) the Sates of the United States, the District of Columbia. Puerto,Pico, NOTE: This clause applies'to this contract unless the clause Pacific gIslands.in idand any American politicalScsubdivision ram, the Trust agencies tner the at DOE PR 9-9.102-1 has been chosen elsewhere in this con- ,4 agn " includes and e tnereof, ) "Government agency" an executive depart• ment,independent commission, board,office,agency,administration, DOE Part 11—Contract Clauses (Nov 1985) •.‘< • ; 'a - - (Previous Editions Obsolete) 19 I IIJ..ik.J':)._.,,t!, -;0 • • •. I • authority, government corporation, or other Government establish- tor, or the employee inventor with authorization of the contractor, the . , , ',meet of the Executive Branch of the Government of the United States es patent rights to a subject invent on rn any foreign country where the • Government has elected not to Secure such rights provided: (5) "To the point of practical application" means to manu- facture, in the case of a composition or product, to practice in the (i)The recipient of such rights,when specifically request- Case of a process, or to operate in the case of a machine and under ed by DOE and three years after issuance of a foreign patent such conditions as to establish that the invention is being worked and disclosing said subject invent on; shall furnish DOE a report setting that its benefits are reasonably accessible to the public. forth: tl (6) "Patent Counsel" means-the Department of -Energy (A) The commercial use that is being made, or is Patent Counsel assisting the procuring activity. intended to be made, of said inii vention, and (b) Allocation of principal. rights. (B) The steps tak.ea to bring.the invention to the point - (1) Assignment to the Government. of practical application or to make the invention available for The contractor agrees to assign to the Government the entire right, licensing. - title, and interest throughout the world in and to each subject (ii) The Government 'Mak. use at least an irrevocable, invention, except to the extent that rights are retained b the noougcout theh. woldpaid-up license to 'Make.the,use, and sell ins ic:ngany contractor underparagraphs b 2 and y throughout world by or on behalf of Government(including any OO (c) of this clause. Government agency) and States Iland domestic municipal govern- (2) Greater rights determinations. ments, unless the Head of the Aaency or designee determines that it would not be in the public interest to acquire the license for the States The contractor or the employee-inventor with authorization of the and domestic municipal governments. contractor may request greater rights than the nonexclusive license (iii) Subject to the rights granted in (c)(1), (2) and(3) of and the foreign patent rights provided in paragraph (c) of this clause this clause, the Head of the Agencyyor designee shall have the right to. on identified inventions in accordance with 41 CFR 9-9.109-6(d). terminate the foreign patent rights granted in this paragraph (c)(4) in Such requests must be submitted to Patent Counsel (with notification whole or in part unless the rec pienijof such rights demonstrates to the by Patent Counsel to the Contracting Officer) at the time.of the first satisfaction of the Head of the Agency or designee that effective steps disclosure pursuant to paragraph(e)(2)of this clause,or not later than necessary to accomplish substantial utilization of the invention have 9 months after conception or first actual reduction to practice, been taken or within a reasonable lime will be taken. whichever occurs first, or such longer periods as may be authorized (iv) n byPatent Counsel Subject to the rights granted in (c)(1), (2) and (3) of (with notification by Patent Counsel to the this clause, the Head of the Agency or designee shall have the right, Contracting Officer) for good cause shown in writing by the contrac- commencing four years after foreign patent rights are accorded under tor. this paragraph (c)(4), to require the granting of a nonexclusive or- (c) Minimum rights to the contractor. partially exclusive license to a responsible applicant or applicants. (1) Contractor license. upon terms reasonable under the d rcumstances, and in appropriate circumstances to terminate said foeign patent rights in whole or in The contractor reserves a revocable, nonexclusive, paid-up li- part, following a hearing upon notice thereof to the public, upon a cense in each. patent application filed in any country on a subject petition by an interested person justifying such hearing: invention and any resulting patent in which the Government acquires (A)If the Head of the Agency or designee determines, title.The license shall extend to the contractor's domestic subsidiaries upon review of such material as he deems relevant, and atter the and affiliates. if any, within the corporate structure of which the recipient of such rights or other Hinterested person has had the contractor is a part and shall include the right to grant sublicenses of Opportunity to provide such relevant and material information as the was 'ega."y oraigated t Head cf IncAgency or designee may require,that such foreign patent the same scope to the extent the contractor do so at the time the contract was awarded. The license shall be rights have tended substantially to lessen competition or to result in transferable only with approval of DOE except when transferred to the undue market concentration in any section of the United States in any successor of that part of the contractor's business to which the line of commerce to which the technology relates: or invention pertains. (B) Unless the recipient of such rights demonstrates to the satisfaction of the Head of the Agency or designee at such (2) Revocation limitations. hearing that the recipient has tai.en effective steps. or within a The contractor's nonexclusive license retained pursuant to para- reasonable time thereafter is expected to take such steps, necessary rah (c)(1) to accomplish substantialutilization of the invention. 9 p of this clause and sublicenses granted thereunder may be revoked or modified by DOE, either in whole or in part, only to the (d) Filing of patent applications. extent ,tecessary to achieve expeditious practical application of the (1) With respect to each) subject invention in which the contractor or the inventor requests foreign patent rights in accordance subject invention under DOE's published licensing regulations (10 CFR 781 , and onlyto the extent an exclusive license is actually with paragraph (c)(4) of this ea request may also be made for granted. This license shall not be revoked in that field of use and/or the right to file and prosecutee the U.S. application on behalf of the the geographical areas in which the contractor, or its sublicensee,has U.S. Government. If such request is granted, the contractor or inventor shall file a domestic patent application on the invention within brought the invention to the point of practical application and continues to make the benefits of the invention reasonably accessible 6 months after the request for foreign patent rights is granted, or such to the public, or is expected to do so within a reasonable time. longer period of time as may be approved by the Patent Counsel for good cause shown in writing by the requestor. With respect to the (3) Revocation procedures. invention, the requestor shall promptly notify the. Patent Counsel (with notification by Patent Counsel to the Contracting Officer) of any Before modification or revocation of the license or sublicense, decision not to file an application. O pursuant to paragraph (c)(2) of this clause, DOE shall furnish the contractor a written notice of its intention to modify or revoke theapplication is For each thsuco invention on inventor,na domestic contractor or ofiled by the contractor or the or license and any sublicense thereunder, and the contractor shall be inventor shall: allowed 30 days, or such longer periods as may be authorized by the Patent Counsel (with notification by Patent Counsel to the Contracting (i)monthsWitafter 2 months after of the filing of a patentisclsur application the Officer)for good cause shown in writing by the contractor, after sucor patent within 2 submission invention disclosure,the if the notice to show cause why the license or any sublicense should not be Counsel applicationcoyof has been ffond filed including u deliver to the Patent modified or revoked. The contractor shall have the right to appeal, in a copy of the application as filed includ ng the filing date and accordance with 10 CFR 781, any decision concerning the modihca serial number, (ii) Within 6 months after filing the application or within 6 lion or revocation of his license or any sublicense, months after submitting the invention disclosure if the application has (4) Foreign patent rights. been filed previously, deliver to the Talent Counsel a duly executed and approved assignment to the Government, on a form specified by Upon written request to Patent Counsel (with notification by Patent the Government; 6 Counsel to the Contracting Officer), and subject to DOE security - (iii) Provide the Patent Counsel with the original patent regulations and requirements, there shall be reserved to the contrac- grar promptly after a patent is issued on the application, and DOE Part II—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 20 • f 1 l. \ • . . . 4 • (iv) Not less-than 30 days before the expiration of the inventions and all subcontracts awarded containing a Patent Righty; response period for any action required by the Patent and Trademark clause and certifying that. p Office, notify the Patent Counsel of any decision not to continue (A)All subject inventions have been disclosed or thaVa prosecution of the application. there were.no such inventions; and (3) With respect to each subject invention in which the (B)All subcontracts contain ng a Patent Rights clans.e Contractor or inventor has requested foreign patent rights, the have been reported or that no sucti subcontracts have been awarded; contractor or inventor shall file a patent application on the invention in (3)The contractor shall obtain patent agreements to effects each foreign country in which such request is granted, in accordance ate the provisions of this clause from all persons in its employ wry' with applicable statutes and regulations, and within one of the perform any part of the work under Ibis contract except nontecnnicar following periods: personnel, such as clerical employees and manual laborers. (i) Eight months from the date of filing a corresponding (4) The contractor agrees that the Government may dup? United States application, or if such an application if not filed, six cate and disclose subject invention disclosures and all other reports months from the date-the request was granted. and papers furnished or required to be furnished (ii) puruant Six months from the date a license is granted by the clause. If the contractor is to file 8a foreign patent pplitcaonaonrya Commissioner of Patents and Trademarks to file the foreign patent subject invention, the Government agrees, upon written request. to applicationn where such filing has been prohibited by security use its best efforts to withhold publication of such invention d scl reasons; or sures until the expiration of the time period specified in paragrapr (iii) Such longer periods as may be approved by the (d)(1) of this clause, but in no event shall the Government or its Patent Counsel for good cause shown in writing by the contractor or employees be liable for any publication thereof. inventor. (f) Publication. (4) Subject to the license specified in paragraphs (c)(1), (2) and (3) of this clause, the contractor or inventor agrees to convey to It is recognized that during the course of the work under this e. the Government, upon request, the entire right, title, and interest in contract, the contractor or its employees may from time to or le desi> any foreign country in which the contractor or inventor fails to have a to release or publish inform2t.on�regarding ce scientific p techni pis patent application filed in accordance with paragraph (d)(3) of this developments conceived or first actually reduced to practice ,n Ins course of or under this contract. In order that public disclosure of ch clause, or decides not to continue prosecution or to pay any maintenance fees covering the invention. To avoid forfeiture of the information wit not adversely affect the patent interests of DOE orr the patent application or patent, the contractor or inventor shall, not less contractor, patent approval for release or relea se or publication. cation shall be secure than 60 days before the expiration period for any action required by from Patent Counsel prior to any�such relea any patent office, notify the Patent Counsel of such failure or decision, .. and deliver to the Patent Counsel, the executed instruments neces- (g) Forfeiture of rights in unreported subjectGinvmetion sary for the conveyance specified in this paragraph. (1) TheH contractor shall y orft to the Government, at thy, (e) Invention identification, disclosures, and reports. subject request of the Head of e the Agaccy designee. all tents inany, invention which the contractor fails to report to Patent Caur,se. (1) The contractor shall establish and maintain active and (with notification by Patent Counsel[to the Contracting Officer) within 6 effective procedures to ensure that subject inventions are promptly months after the time the contractor: identified and timely disclosed. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other (i) Files thereon;or causes to �e filed a United States or foreig, records that are reasonably necessary to document the conception patent applica)ioSubm;ft or anojor ine first actual reduction to practice of subject inventions, and (ii) caul t`, eve report required by paragraph records which show that the procedures for identifying and disclosing (e)(2)(i ) (2)this clause, whichever) is later. the inventions are followed. Upon request,the contractor shall furnish However, the time spe shallilnot(1)0) ort rights in a s the Contracting Officer a description of these procedures so that he paragraphbject inventiont if, within the time 'specified, in (1)(ii} of this may evaluate and determine their effectiveness. (gi, the contractor: (2) The contractor shall furnish the Patent Counsel (with (i) prepares a written decision based upon a review of notification by Patent Counsel to the Contracting Officer) on a DOE- the record that the invention was nether conceived nor first actually approved form: reduced to practice in the course oi`or under the contract and delivers the same to Patent Counsel (with notification byPatent Counsel (with (i)A written report containing full and complete technical notification by Patent Counsel to the Contracing Officer); or information concerning each subject invention within 6 months after conception or first actual reduction to practice, whichever occurs first (ii) t contending that discloseshel invention is ve a subject lfacts in the course of or under this contract, but in any event, prior to any tion, the contractor nevertheless the el (withtioh and all facts sale, public use, or public disclosure of such invention known to the pertinentttCounsel to this contention tContracting the Patent Counsel notification by contractor,The report shall identify the contract and inventor and shall Patent establishestthe Cestthati the failure or be sufficiently complete in technical detail and appropriately illustrated (iii) athat failure to disclose did not result from the contractor's fault or neghyence. by sketch or diagram to convey to one skilled in the art lb which the invention pertains, a clear understanding of the nature, purpose, s (3)subjecPendint written assignment of the patent sof the Agency ay operation,and to the extent known,the physical, chemical, biological, oe si neon a subject invention determinedrmiah the Headbefinal the or electrical characteristics of the invention. The report should also or designee to ube sfoficlause(such determination to be a dhbr include any request for foreign patent rights under paragraph (c)(4)of deeer tte Disputes venti of this contract), thepp contractor shall bs• • this clause and any request to file a domestic patent application under - deemedto hold the invention for and the patent applications cat ons and paision (d)(1) of this clause, However, such request shall be made within the pertainingfa agraphthereto in shallt for the Government. The forfeiture provision period set forth in paragraph (b)(2) of this clause. When an invention otof this paragraph (g) be in hdtheon o and shall not supersede is reported under this paragraph (e)(2)(i), it shall be presumed to have respectspr tons and remedies which the Government may have with subject inventions. II been conceived or first actually reduced to practice in the course of or under the contract, unless the contractor contends it was not so (h) Examination ofrecords relating u inventions. made, in accordance with paragraph (g)(2)(ii) or this clause. (1) The Contracting Off senor hisa meat under representative,hi until the expiration of 3 years after final payment under this contract, (ii) Upon request, but not more than annually, interim reports on a DOE-approved form listing subject inventions and shallotenoteebooks), the right to examine any bookser (including data laboratoryfth subcontracts award(s) containing a Patent Rights clause for that coterecords,the odocuments, and other hi supporting s the period and certifying that: contractor which Contracting Officer or his authorized representa- A The Contractor's live reasonably deem pertinent to the discovery or identif canon of ( ) procedures for identifying and subject inventions or to determine compliance with the requirements disclosing subject inventions as required by this paragraph (e) have of this clause. II been followed throughout the reporting period, (2) The Contracting Officer or authorized representative there are no such(B)All subjectsunventions have been disclosed or that shall have the right to examine all books (including laboratory and notebooks), records acid docume nth of the contractor relating'to the (C)All subcontracts containing a Patent Rights clause conception or first p 'nal reduction'to practice of inventions in the have been reported or that no such subcontracts have been awarded; same field of techn .,gy as the work under this contract to determine (iii) A final report on a DOE-approved form within three whether any such inventions are subject inventions, it the contractor months after completion of the contract work listing all subject refuses or tails to: 1 • DOE Pert It—Contract Clauses (Nov 1935) (Previous Editions Obsolete) 21 ( l l'j.- SII. ',-i ti. ' t 1• • 4.J` • SI : (i) establish the procedures of paragraph (e)(1) of this (5) The contractor shall promptly notify.the Contracting cl use; or Officer in writing upon the award of any subcontract containing a (ii) maintain and follow such procedures: or Patent Rights clause by identifying!the subcontractor, the work to be (iii) correct or eliminate any material deficiency in the performed under the subcontract, and the dates of award and procedures within thirty days after the Contracting Officer notifies the estimated completion. Upon the request of the Contracting Officer,the contractor of such a deficiency. contractor shall furnish a copy orf the subcontract. (i) Withholding of payment (not applicable to subcontracts). (6) The contractor shall identify all subject inventions of the (1) Any time before final payment of the amount of this subcontractor of which it acquires]knowledge in the.performance of contract, the Contracting Officer may, if he deems such action this contract and shall notify the Patent Counsel (with notification by warranted, withhold payment until a reserve not exceeding $50,000 Patent Counsel to the Contracting ricer) promptly upon the ident,f- or 5 percent of the amount of this contract, whichever is less, shall cation of the inventions. have been set aside if in his opinion the contractor fails to: (7) II is understood that the-Government is a third party (i)establish, maintain and follow effective procedures for beneficiary of any subcontract.clause granting rights to the Govern- identifying and disclosing subject inventions pursuant to paragraph ment in subject inventions. and the contractor hereby assigns to the (e)(1) of this clause, or Government all rights that the contract(); would have to enforce the (ii) disclose-any subject invention pursuant to paragraph subcontractor's obligations for the benefit of the Government war, (e)(2)(i) of this clause, or respect to subject inventions. The contractor shall not be obligated to (iii) deliver the interim reports pursuant to paragraph enforce the agreements of any subcontractor hereunder relating to (e)(2)(ii) of this clause; or the obligations of the subcontractor to the Government regarding (iv) provide the information regarding subcontracts pur- subject inventions. suant to paragraph (j)(5) of this clause; or (k) Background Patents. (v) convey to the Government, using a DOE-approved (1) "Background Patent"Imeans a domestic patent covering form, the title and/or rights of the Government in each subject an invention or discovery which is not a subtect invention and which is invention as required by this clause. o owned or controlled by the contractor at any time through the (2) The reserve or balance shall be withheld until the completion of this contract: H Contracting Officer has determined that the contractor has rectified (i)Which the contractor. but not the Government. has the whatever deficiencies exist and has delivered all reports, disclosures, r and other information required by this clause. ght to license to others without obligation to pay royalties thereon. and II (3) Final payment under this contract shall not be made by (ii) Infringement of which cannot reasonably be avoided the Contracting Officer before the contractor delivers to Patent Counsel all disclosures of subject inventions and other information upon the practiceomo of any specific process. method, machine,minor m d f ca- re tired byfacture or composition of matter (i�cludmg relatively minp� mod,f;-a- q (e)(2)(i) of this clause, the final report required by (e)(2)(iii) of this clause, and Patent Counsel has issued a patent tions n patio) which isa subject of the research, deve,dpmeht,ycr • clearance certification to the Contracting Officer. demonstration work performed unsder this contract. (4) The Contracting Officer may, in his discretion, decrease (2) The contractor agrees to and does hereby grant to the or increase the sums withheld up to the maximum authorized above. If Government a royalty-free,of prat iluswe, license under any back- the contractor is a non-profit organization, the maximum amount that groundfor the patent for purposesnt inresearch, ng development,a subjectand this contractson may be withheld under this paragraph shall not exceed $50.000 or 1 work for Government in demonstration percent of the amount of this contract, whichever is less. No amount only. shall be withheld under this paragraph while the amount specified by (3) The contractor also agrees that upon written application this paragraph is being withheld under other provisions of the by DOE, it will grant to responsible parties for purposes of practicing a contract. Tfi; wit'iil' ditty lir any amount Of subsequent payment Ci"~eCdt of this contract, .'C ax uo;Vi."', licenses underany baokgrourid thereof shall not be construed as a waiver of any rights accruing to the patent on terms that are reasonable under the circumstances. if, Government under this contract. however, the contractor believes tr)at exclusive or partially exclusive (j) Subcontracts. rights are necessary to achieve expeditiousn commercial development (1) For the purpose of this paragraph the term "contractor" or utilization,then a request may be made to DOE for DOE approval of means the party awarding a subcontract arid the term "subcontrac_ such licensing by the contractor. tor"means the party being awarded a subcontract, regardless of tier. (4) Notwithstanding the ,foregoing paragraph (k)(3), the (2) The contractor will include the clause at 952.227-71 contractor shall not be obligated to license any background patent if "Patent Rights- Small Business Firms or Nonprofit Organizations" of the contractor demonstrates to the satisfaction of the Head of Inc the Department of Energy Acquisition Regulation 48 CFR Part 952 Agency or designee that: suitably modified to identify the parties, in all subcontracts regardless (i)a competitive alternative to the subject matter covered of tier, for experimental, developmental, demonstration or research by said background patent is commercially available or readily work to be performed by a domestic small business firm or domestic introducible from one or more other sources; or non-profit organization. In all other subcontracts, regardless of tier,for (ii) the contractor or its licensees are supplying the experimental, developmental, demonstration, or research work, the subject matter covered by said background patent in sufficient contractor will include the Patent Rights clause of 41 CFR 9-9.107- quantity and at reasonable prices to satisfy market needs, or have 5(a) or 41 CFR 9-9.107-6, as appropriate, modified to identify the taken effective steps or within a reasonable time are expected to take parties. In the event of a refusal by a subcontractor to accept this effective steps to so supply the sH bject matter. clause, or if in the opinion of the contractor this clause is inconsistent (I) Atomic energy. with DOE's patent policies, the contractor: (1) No claim for pecuniary award or compensation under (i) shall promptly submit written notice to the Contracting the provisions of the Atomic Energy Act of 1954, as amended, shall Officer setting forth reasons for the subcontractor refusal and other be asserted by the contractor or its employees with respect to any pertinent information which may expedite disposition of the matter; invention or discovery made or conceived in the course of or under and this contract. (ii) shalt not proceed with the subcontract without the (2) Except as otherwise authorized in writing bythe Con- written authorization of the Contracting Officer. trading Officer, the contractor will obtain patent agreements to (3) Except as may be otherwise provided in this clause,the effectuate the provisions of paragraph (I)(1) of this clause from al! contractor shalt not, in any subcontract by using a subcontract as person!:who perform any part of the work under this contract,except consideration therefor, acquire any rights in its subcontractor's nontechnical personnel, such as clerical employees and manual subject invention for the contractor's own use (as distinguished from laborers. such rights as may be required solely to fulfill the contractor's contract (m) Limitation of rights. obligations to the Government in the performance of this contract). • (4)All invention disclosures, reports, instruments, and other Nothing contained in this patent rights clause shall be deemed to information required to be furnished by the subcontractor to DOE, give the Government any rights with respect to any invention other under the provisions of a Patent Rights clause in any subcontract than a subject invention except as set forth in the Patent R gnu clause hereunder may, in the discretion of the Contracting Officer, be of this contract with respect to bacl°<g!•+md patents and, it included, furnished to the contractor for transmission to DOE the facilities licenses. I.. I DOE Part Il—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 22 1 � F;:��ik1 •i k.j'it�� •' t ' a 6 I 1 y ' 65.. OMB CIRC. A-124 TRANS. MEMO. NO. 1 PATENT RIGHTS SMALL-BUSINESS FIRMS OR NONPROFIT use.obtained in the United States oa after a pubionsonadd sale. c public ORGANIZATIONS (APR 1984). use "rhe contractor will file patenfapplications in additional oval countries within either ten months of the corresponding initial patent application MOTE: This clause applies to this contract only if the contrac- or six months from the dale permission is granted by the Commission- NOTE: is a domestic small business or domestic nonprofit organi- suchef fiPling and beenTraprohibited to file foreign patent applications whole zation at the time of contracting. (4)filing has prohibited by a Secrecy Order. Patent Counsel,guests nr nfiling,oofn l, election, and may,t t t for hediscretion of the (a) Definitions. Patent Counsel be granted. (1) "Invention" means any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the (d) Conditions when the Government may obtain title. United States Code (U.S.C.). . (2) "Subject irwent on" means any invention of the contrac- The contractor will convey to II DOE, Upon written request, title to for conceived or first actually reduced to practice in the performance any subject invention: of work under this contract. (1) If the contractor fails to disclose or elect the subject (3) "Practical Application" means to manufacture in the invention within the times specifiedlin(c) above, or elects not to retain case of a composition or product, to practice in the case of a process title. The agency may only request title within sixty days after learning or method, or to operate in the case of a machine or system; and, in of the contractor's failure to report or elect within the specified times. each case, under such conditions as to establish that the invention is utilized and that its benefits are, to the extent permitted by law or patent applicati) In ons withinse nthe'times ses in pec fed in (C)ich the rabove: pr vi file, Government regulations, available to the public on reasonable terms. however, that if the contractorpen provided, n( filedba patent rto srapplication in a (4) "Made" when used in relation to any invention means country after the times specified in G(c) above but prior to its receipt of the conception or first actual reduction to practice of such invention. the written request of the Patent Counsel,the contractor shall continue (5) "Small Business Firm" means a domestic small busi- to retain title in that country; or 11 ness concern as defined at Section 2 of Public Law 85-53615 USC 632) and implementing regulations of the Administrator of the Small continue the pr secuton to any aof any in which fora to contrrpay thde mnot to a nte- Business Administration. For the purpose of this clause, the size nance fees on,or defend in a reexamination or opposition proceeding standard for small business concerns involved in Government pro- on, a patent on a subject invention. curement. contained in 13 CFR 121.3-8, and in subcontracting, li contained in 13 CFR 121.3-12, will be used. (e) Minimum rights to contractor. (6) "Nonprofit Organization" means a domestic university (1) The contractor wilt retain a nonexclusive. royalty-free or other institution of higher education or an•organization of the type license throughout the world in each subject invention to which the described in section 501(c)(3) of the Internal Revenue Code of 1954 Government obtains title except if the contractor fails to disclse the (26 USC 501(c)) and exempt from taxation under section 501(a) of subject invention within the time specified in (c) above. The contrac- the Internal Revenue Code (26 USC 501(a)) or any domestic nonprofit tor's license extends to its domestic subsidiaries and affiliates. if any, scientific or educational organization qualified under a state nonprofit within the corporate structure of which the contractor is a part and organization statute. includes the right to grant sublicenses of the same scope to the extent (7) "Patent Counsel" means the Department of Energy the contractor was legally obligated to do so at the time the contract (DOE) patent counsel assisting the DOE.contracting oct was awarded. The license is tr a '��' ..o.,t,.rable only wife the approval OT DOE except when transferred to the successor of that part of the (b) Allocation of principal rights. The contractor•may retain contractor's business to which thea invention pertains. the entire right, title, and interest throughout the worid to each subject (2) The contractor's domestic license may be revoked or invention subject to the provisions of this clause and 35 USC 203. modified by DOE to the extent necessary to achieve expeditious With respect to any subject invention in which the contractor retains practical application of the subject invention pursuant to an applica- title,the Federal Government shall have a nonexclusive, nontransfera- tion for an exclusive license submitted in accordance with 10 CFR ble, irrevocable, paid-up license to practice or have practiced for or Part 781 and 41 CFR 101-4. This license will not be revoked in that on behalf of the United States the subject invention throughout thfield of use or the geographical areas in which the contractor has iii world. achieved practical application and contenues to make the benefits of (c) Invention disclosure, election of title and ficin of the invention reasonably accessible�to the public. The license in any patent applications by contractor. 9 foreign country may be revoked or modified at the discretion of DOE (1)The contractor will each subject inventiontoto the extent the contractor, its licensees, or its domestic subsidiaries thein or ntry.es have failed to achieve practical application in that foreign Patent Counsel within two months discloseer the inventor discloses it writing to contractor personnel responsible for the administration of Country. patent matters. The disclosure to the Patent Counsel shall be in the the Befcontore revocation a roe or modification of the r DOE will form of a written report and shall identify the contract under which the modify license,eand a written actor of its intentionlloweto revoke or invention was made and the inventor(s). It shall be sufficient) modify the satheecontractor will be allowed thirtycause days n complete in technical detail to convey a clear understanding, to the by syct othercolime as may be authorizes by DOE for good heshone extent known at the time of the disclosure, of the nature, purpose, shouldd not be revokedtor) kedr the odii notice to show awhy the right o operation, and the physical, chemical, biological or electrical charac- appal not c nwith 10 fiR Part 7 contractorndhas the right to teristics of the invention. The disclosure shall also identify any the revocation in accordance io CFRoPart 781,any decision concerning publication, on sale or public use of the invention and whether a the or modification of it� license. manuscript describing the invention has been submitted for publics• f lion and,if so,whether it has been accepted for publication at the time O (1) The hContrectonr traaction agreestoexecute protest Government's to have execute of disclosure .In addition, after disclosure to the Patent Counsel, the and promptly deli er tothr e Patent Counsel allinstruments necessary contractor will promptly notify the Patent Counsel of the acceptance of to: any manuscript describing the invention or of any on sale or public use planned by the contractor. (i) Establish or confirm the rights the Government has throughout the world in those subject inventions for which the (2)The contractor will elect in writing whether or not to retain contractor retains title, and title to any such invention by notifying the Patent Counsel within twelve d) abve months of disclosure to contractor personnel responsible for patent and to enablei�the) Governnvetitmetnt o o0E obiahrn patent protection ton twen requested underhrrougout matters;provided that in any case where publication,on sale or public the world in that subject invention. use has initiated the one year statutory period wherein valid patent Il(2) The itten agreement, protection can still be obtained in the United States, the period for its employeeshother tthanorclerical andagrees toeuire,nnonechn c l temployees, to election of title terminates sixty days prior to the end of the statutory disclose promptly in writing to personnel identified as ref jnsihie for period. the administration of patent matters and in a format suc,.,,:sted by the (3) The contractor will file its initial patent application on an contactor each subject invention m ,fe under this contract in order .tooted invention within two years after election or, if earlier, prior to that the contractor can comply with the disclosure provisions of (C) the end of any statutory period wherein valid patent protection can be above and to execute all papers necessary to file patent applications . DOE Part II—Contract Clauses (Nov 1985) (Previous Editions Obsolete) 23 (0 , ,• p�, „ � \ 1 fi,.�_ 'is P w 4', V`'�tl • •1 . . , e • , . . . . • , ,•pn isubject inventions. The disclosure format should require, as a substantially in the United States f or that under•the circumstances .' minimum, the information requested by (c)(1) above. The contractor domestic manufacture is not commercially feasible. shall instruct such employees through the employee agreements or suitable educational programs on the importance of reporting inven- (1) March-in rights. • lions in sufficient time to permit the filing of patent applications prior to The contractor agrees that with respec+.to any subject invention in United States or foreign statutory bars. (3) The contractor will notify the Patent Counsel of any which it has acquired title, DOE has the right in accordance with the decision not to continue prosecution of a patent application, pay procedures in OMB Circular A-124 to require the contractor, an - maintenance fees, or defend in a reexamination or opposition assigneenclu ivopartiallytiallicensee or e.exclusive inventionlicense to grant f proceeding on a patent, in any country, not less than thirty days nonexclusive,as res sie exclusive,ator pplicawe onin any fithateld re before the expiration of the response period required by the relevant use to a responsible applicant a ce applicants. contractor, terms ig e e patent office. reasonable under the circumstances, and if the contractor, ass once. (4)The contractor agrees 13 include,within the specification or exclusive licensee refuses such a request, DOE has the right to of any United-States patent application and any patent issuing thereon grant such a license itself if DOE pdeterm nes that covering a subject invention, the following statement, "This inventionllll (1) Such action is necessary because the contractor or was made with Government support under (identify the contract) assignee has not taken, ors not expected to take within a reasonable awarded by the Department of Energy. The Government has certain time, effective steps to achieve practical application of the subject rights in this invention." invention in such field of use; (5) The contractor agrees to: (2) Such action is necessary to alleviate health or safety (i) Provide a report prior to the close-out of the contract needs which are not reasonably sati'fled by the contractor, assignee, listing alt-subject inventions; or their licensees; (ii) Provide notification of all subcontracts under this (3)Such action is necessary to meet requirements for public contract for experimental, developmental, demonstration, or research use specified by federal regulations and such requirements are not work,the identity of the patent rights clause therein,and copy of each reasonably satisfied by the contra-tor. assignee. or licensees: or subcontract upon request; (4) Such action is necesii sary be:-,a e :- agrirni Provide promptlya copyof thePstent application, required by (i) of this clause has dot been obtained or waived or filing date, serial number, patent number and issue date for any because a licensee of the exclusive right to use or sell any subject subject invention in any country in which the contractor has applied invention in the United States is in] breach of such agreement. for a patent. (k) Special provisions for contracts with nonprofit organi- (g) Subcontracts. zations. Iul (1)The contractor will include this clause, suitably modified If the contractor is a nonprott organization, it a t to identify the parties, in all subcontracts, regardless of tier, for gees that: experimental. developmental or research work to be performed byaI small business firm or a domestic nonprofit organization. The subcon- (1)eRights wtithout a thesubap invention in the United t wherehe may not g be assigned without approval of DOE, except such tractor will retain all rightsprovided for the contractor in this clause, assignment is made to an oroanization which has as one of its primary and the contractor will not, as part of the consideration for awarding functions the management of inventions and which the subcontract, obtain rights in the subcontractor's subject inven- is net, itself, tions. engaged in or does not hold a substantial interest in other organiza lions engaged in the manufacture oG sale of products or the use of (2) The contractor will include in all other subcontracts. prnnPccec th.i.might utilize the invention or be in c3'npetltion will regardless of tier, for experimental, developmental, demonstration,or embodiments of the invention (prow ded that such assignee will oe research work the patent rights clause of 41 CFR 9-9.107-5(a) or 9- subject to the same provisions as the contractor); 9.107-6, as appropriate, modified to identify the parties. (2) The contractor may not]grant exclusive licenses under subcontrac3) I thehc case of a abcge ontract at any tier, DOE. the United States patents or patent applications in subject inven,rons to e .that the mutual obligations of persons other than small business firms for a period in excess of the the parties created by this clause constitute a contract between the earlier of: subcontractor and DOE with respect to those matters covered by this (i) Five years from first commercial sale or use of the clause. invention, or (h) Reporting on utilization of subject inventions. (ii) Eight years from the date of the exclusive license excepting that time before regulatory agencies necessary to obtain .- The contractor agrees to submit on request periodic reports no Premarket clearance, unless on a case-by-case basis. DOE approves more frequently than annually on the utilization of a subject invention a longer exclusive license. 'If exclusive field of use licenses are or on efforts at obtaining such utilization that are being made by the granted,commercial sale or use in one field of use will not be deemed contractor or its licensees or assignees. Such reports shall include commercial sale or use as to nth(er fields of use. and a first information regarding the status of development, date of first commer- commercial sale or use with respect to a product of the invention will cial sale or use, gross royalties received by the contractor, and such not be deemed to end the exclusive period to different subsequent other data and information as DOE may reasonably specify. The products covered by the invention; contractor also agrees to provide additional reports as may be (3)The contractor will share royalties collected on a subject requested by DOE in connection with any march-in proceeding invention with the inventor; and undertaken by DOE in accordance with paragraph (j) of this clause. (4) The balance of any royalties or income earned by the contractor with respect to subject To the extent data or information supplied under this section isII inventions, after payment of considered by the contractor, its licensee or assignee to be privileged expenses (including payments to invei tors) incidental to the adm vis- and confidential and is so marked. DOE agrees that, to the extent fiat on of subject inventions,will be utilized for the support of scientific permitted by law, it will not disclose such information to persons research or education. outside the Government. 11 (I) Communications. The DOE central point of contact for (i) Preference for United States Industry, communications or matters relating to this clause is the Patent Counsel. Notwithstanding any other provision of this clause, the contractor agrees that neither it nor any assignee will grant to any person the 66. DEAR) E 4) 927.300(a) PATENT RIGHTS-SHORT FORM (APR exclusive right to use or sell any sublect invention in the United States 1964} unless such person agrees that any products embodying the subject NOTE: This clause applies to this contract only it chosen invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individu• elsewhere in this Contract. al cases, the requirement for such an agreement may be waived by (a) Definitions. DOE upon a showing by the contractor or its assignee that reasonable (1) "Subject invention"means any invention or discovery of but unsuccessful • firms have been made to grant licenses on similar the contractor conceived or first actually reduced to practice in the terms to poter•',;1I licensees that would be likely to manufacture course of performance of or under this contract, and includes any art, DOE Part N---Contract Clauses (Nov 1985) (Previous Editions Obsolete) 24 is • •m • a , method, process, machine, manufacture, design, or composition of suitably modified to identify the parties, in all subcontracts regardless matter, or any new and useful improvement thereof. or any variety of of ties, for experimental, developmental, demonstration or research plants, whether patented or unpatented, under the patent laws of the work to be performed by a domestic small business firm or domestic United Slates of America or any foreign country. nun-profit organization. In all otherlisubcontracts, regardless of tier,for (2) "Patent Counsel" means the DOE Patent Counsel experimental, developmental, demonstration, or research work. the assisting the procuring activity. contractor will include the Patent Rights clause of 41 CFR 9-9.107_ (b) Invention disclosures and reports. 5(a) or 41 9-9.107-6 as appropriate, modified to Identify the parties; (1) The contractor shall furnish the Patent Counsel (with and notification by Patent Counsel to the Contracting Officer): II (3) Promptly notify the Contracting Officer in writing upon,the (i)A written report containing full and complete technical award of any subcontract containing a Patent Rights clause by information concerning each subject invention within 6 months after identifying the subcontractor, thellwork to be performed under the conception or first actual reduction to practice but in any event prior to subcontract, and the dates of awarid and est mated completion. Upon any on sale, public use,.br public disciosure of such invention known the request of the Contracting Officer. the contractor shall furnish a to the contractor. The report shall identify the contract and inventor copy of the subcontract to such requester. and shall be sufficiently complete in technical detail and appropriately (f) Atomic energy. illustrated by sketch or diagram to convey to one skilled in the an to (1) No claim for pecuniary award or compensation under which the invention pertains a clear understanding of the nature, the provisions of the Atomic Energy Act of 1954, as amended, shall purpose, operation, and to the extent known, the physical, chemical, be asserted by the contractor or its employees with respect to any biological, or electrical characteristics of the invention; inventions or discovery made or conceived in the course of or under (ii) Upon request, but not more than annually, interim this contract. reports on a DOE-approved form listing subject inventions for that period and certifying that all subject inventions have been disclosed tractingOfficer, the pt as tcontractors wille authorized in writing by the is to or that there were no such inventions; and patent agreements 1 effectuate the provisions of paragraph (f)(1) of the clause from all • (iii) A final report on a DOE-approved form within 3 persons who perform any part of the work under this contract, except months after completion of the contract work listing all subject nontechnical personnel, such as clerical employees and manual inventions and certifying that all subject inventions have been laborers. disclosed or that there were no such inventions. (g) Publication. (2) The contractor agrees that the Government may dupli- cate and disclose subject invention disclosures and all other reports In order that information concerning scientific or technical develOp- and papers furnished or required to be furnished pursuant to the ments Conceived or first actually reduced to practice in the course of Contract. or under the contract is not premat5rely published so as to adversely (c) Allocation of principal rights. affect patent interest of DOE. the Ciontractor agree_. to submit to the (1) Assignment to the Government. Patent Counsel for patent review a copy of each paper 60 days period prior to its intended publication date The Contractor n-iay publish such The contractor agrees to assign to the Government the entire right, information after expiration of a 60-daysuch submis- title, information +a title, and interest throughout the world in and to each subject sion or prior thereto it specifically, aprovedbyl thel Patent Counsel, invention, except to the extent that rights are retained by the unless the Contractor is informed (iii writing within the 60 da contractor under paragraphs (c)(2) and (d) of this clause. y period) that in order to protect patentable subject matter, publication must further be delayed. in this event. publication shall be delayed up to (2) Greater rights determination. 100 days beyond the 60-day period or such longer period as mutually The contractor, or the employee-inventor with authorization of the agreed to. contractor, may request greater rights than the nonexclusive license 67. DOE PR 9-9.110(c) REPORTING OF ROYALTIES (JUN and the foreign patent rights provided in paragraph (d) of this clause 19 9) on identified inventions in accordance with the procedure and criteria of 41 CFR 9-9.109-6(d). A request for a determination of whether the If this contract is in an amount which exceeds $10,000 and if any royalty payments are directly involved in the contract or are reflected contractor or the employee-inventor is entitled to retain such greater rights must be submitted to the Patent Counsel (with notification by in the contract price to the Lover bment, the contractor agrees to Patent Counsel to the Contracting Officer) at the time of the first report in writing to the Patent Counsel (with notification by Patent disclosure of the invention pursuant to paragraph(b)(1) of this clause Counsel to the Contracting Officerlduring the performance of this or riot later than 9 months after conception or first actual reduction to contract and prior to its completion or final settlement, the amount of any royalties or other payments pa od or to be paid by it directly to practice, whichever occurs first, or such longer period as may be authorized by the Patent Counsel (with notification by Patent Counsel others in connection with the performance of this contract together to the Contracting Officer) for good cause shown in writing by the with the names and addresses of licensors to whom such payments contractor. The information to he. submitted for a greater rights are made and either the patent nNmbers involved or such other determination is specified in 41 CFR 9-9.109-6(e). information as will permit the identif cation of the basis on which the royalties are to b1e paid. The a patents or othero (d) Minimum rights to the contractor. anyindividual p approval of mDOEen at payments or royalties es shall not stop the Government at The contractor reserves a revocable, nonexclusive, paid-up li- atyaptime from contesting the enforceability,validity or scope of,or title cense in each patent application filed in any country on a subject Y patent under which a royalt`ly or payments are made. invention and any resulting patent in which the Government acquires 68. DEAR 552.227-73 ADDITIONAL TECHNICAL DATA title.• Revocation shall be in accordance with the procedure of REQUIREMENTS (APR 1984) II II paragraphs (c)(2) and (3) of the clause in 41 CFR 9-9.107-5(a). The contractor also has the right to request foreign rights in accordance NOTE: This clause applies to this contract unless either the with the procedures of paragraph (c)(4) of the clause in 41 CFR 9• clause at DEAR 952.227-76 or the clause at DEAR 952.227- 9.107-5(a). 77 is chosen elsewhere in this contract. (e) Employee and subcontractor agreements. (a) In addition to the technical data specified elsewhere in this contract to be delivered,the contractile officer may at any time during Unless otherwise authorized in writing by the Contracting Officer, the contract performance or within one year atter final payment call for the contractor shall: the contractor to deliver any technical data first y produced or specifi- cally used in the performance of this contract, except technical data (1)Obtain patent agreements to effectuate the provisions of pertaining to items of standard commercial design. the Patent Rights clause from all persons who perforin any part of the work under this contract except nontechnical (b) The provisions are of the Rights in TechnicaliclData led for clerical employees and manual laborers. Personnel, such as included in This contract applicable to all technical data called for under this Additional Technical Data R&qu rements claus,- Accord ng- (2) The contractor will ' ;fude the clause at 952.227-71 ly, nothing contained in this clause shall require the contractor to "Patent Rights- Small Business 1,,ms or Nonprofit Organizations" of actually deliver any technical data. the:delivery of wh ch is excused by the Department of Energy Acquisition Regulation 48 CFR Part 952 paragraph (e) of the Rights in Technical Data clause. DOE Part II--Contract Clauses (Nov 1985) (Previous Editions Obsolete) 25 n PA'j� yp I .iY,�4 lc: .)... ;..i 1U'i II • t , -4, 10 e , • ti, (c)When technical data are to be delivered under this clause, construed as affecting the scope of any,licenses or other rights k!' ;,,,the contractor will be compensated for appropriate costs for convert- otherwise granted to the Government under any patent. • u: , ing. such data into the prescribed form for reproduction, and for II delivery. (c) Copyrighted material • 69. DEAR 952.227-75 RIGHTS IN TECHNICAL DATA-LONG tion of the Patenet Ccoou trsel res abiishta, claim utto s atutorrior1eco utr gch?in FORM (APR 1984) any contract data first produced rnithe performance of the contract.To NOTE: applies to this contract unless the extent such authorization is granted, the Government reserves for clause This clause pplies or the cclontract e at DEAR either952theh7- itself and others acting on its behalf a royalty-free, nonexclusive, 77lis cat DEAR elsewhere52.22 in this contracts irrevocable, worldwide license for Governmental purposes to publish, distribute, translate, duplicate exhibit and perform any such data- copyrighted Definitions. copyrighted by the contractor. (1) "Technical data" recorded information (2)The contractor agrees not to include in the technical data less of form or characteristic,hnicaldata" ' a meansrscientific or technicalinfornature.regard-It may, delivered under the contract any material copyrahted by the contrac- for example, document research, experimental, developmental, or withoutt and not to knowingly include as y no costoral lice copyrighted by others, demonstration, or engineering work, or be usable or used to define a first granting or t of the s at a license therein for the design or process, or to procure, produce, support, maintain, or benefit of the Government of the sa°me scope as set forth in paragraph operate material. The data may be graphic or pictorial delineations in (c)(1) above. If such royalty-free license is unavailable and the media such as drawings or photographs, text in specifications or contractor nevertheless determines.that such copyrighted material related performance or design type documents or computer software mustrbe included in thetechnicalin rferen , be delivered,acorratherallthan (including computer programs, computer software 'data bases, and merely incorporatedenauthorization therein theby reference, the contractor or include obtain' computer software documentation). Examples of technical data in- the written minof Cical L datag Officer tot such elude research and engineering data, engineering drawings and copyrighted material in the technical prior to its delivery. associated lists, specifications, standards, process sheets, manuals, 1 (d) Subcontracting. It is the responsibility of the contractor to technical reports, catalog item identification, and related information. obtain from its subcontractors technical data and rights therein. on Technical data as used herein do not include financial reports, cost . behalf of the Government, necessary to fulfill the contractors obliga- analyses, and other information incidental to contract administration. tions to the Government with respect to such data. In the event of (2) "Proprietary data" means-technical data which embody refusal by a subcontractor to accept a clause affording the Govern- trade secrets developed at private expense, such as design proce- merit such rights, the contractor shall: dures or techniques, chemical composition of materials, or manufac- (1) Promptly submit writteii n notice to the Contracting Officer turfing methods, processes, or treatments, including minor modifica- setting forth reasons for the•subcontractor refusal and otner pertinent lions thereof, provided that such data: information which may expedite disposition of the matter: and (i) Are not generally known or available from other (2) Not proceed with the subcontract without the written sources without obligation concerning their confidentiality; authorization of the Contracting Officer. (ii) Have not been made available by the owner to others without obligation concerning its confidentiality; and (e) Withholding of proprietary data. Notwithstanding the (iii) Are not already available to the Government without inclusion of the Additional Technical Data Requirements clause in this obligation concerning their coni dentiality. contract or any provision of this contract specifying the delivery of (3) "Contract data" means technical data first produced in technical data, the contractor rcay withhold proprietary data from the performance of the contract; technical data which are specified to delivery, provided that the contracsor furnishes in lieu of any such. • be cio!iy od ..rico-t prgnnr,t3ry data so withhat l ,A�hr, data disci_ centrad, tc hn,cct data that mai La ua iC 1 for lIhal n .• the source, under the Additional Technical Data Requirements clause of the size, configuration, mating and attao hment characteristics, functional Func- contract, if any;or technical data actually delivered in connection with characteristics, and performance requirements ("Form. Fit and the contract. tion" data, e.g., specification control drawings, catalog sheets, (ct "Unlimited rights" to use, duplicate, or envelope drawings,etc.), or a gene dal description of such proprietary disclose technical data,ein whole or inmeans part,rights say manner and for any data where "Form, Fit and Funct on" data are not appiicable. The purpose whatsoever, and to permit others to do so. Government shall acquire no r halto any proprietary so withheld except that such data shall l be subject to the "inspection (b) Allocation of rights. rights" provisions of paragraph (f), and, if included, the "Limited (1) The Government shall have: rights in proprietary data" provisions of paragraph (g) and the (i) Unlimited rights in contract data except as otherwise "Contractor licensing" provisions of paragraph (h). provided below with respect to proprietary data; (f) inspection rights. Exceptas may be otherwise specified in (ii) The right to remove, cancel, correct or ignore any this contract for specific items of proprietary data wnich are not marking not authorized by the terms of this contract on any technical subject to this paragraph,the Contract ng Officer's representatives, at data furnished hereunder, if in response to a written inquiry by DOE all reasonable times up to three years after final payment under this ' concerning the propriety of the markings, the contractor fails tocontract, may inspect at the contractors facility any proprietary data respond thereto within 60 days or fails to substantiate the propriety of withheld under paragraph (e) and not furnished under paragraph (g), the markings. In either case, DOE will notify the contractor of the • if this contract includes such paragraph, for the purposes of verifying action taken; that such data properly fell w,tn an the •withholding provision of (iii) No rights under this contract in any technical data paragraph (e), or for evaluating .work performance. which are not contract data. (2) The contractor shall have: 70. DEAR 952.227-76 RIGHTS IN DATA-SPECIAL WORKS (i) The right to withhold proprietary data in accordance (APR 1984) with the provisions of this clause; and NOTE: This clause applies 1 (ii) The ri ht to use for its pp to this contract only if chosen g private purposes, subject to elsewhere in this contract. patent, security or other provisions of this contract data it first produces in the performance of this contract, provided the data ' (a) The term "Data" as used herein means recorded informa. - requirements of this contract have been met as of the date of the tion regardless of form•or characteristic, such as writings. sound private use of such data. The contractor agrees that to the extent it recordings, pictorial reproductions, drawings, or other graphic repre- receives or is given access to proprietary data or other technical, sentations, and works of similar nal Pre (whether or not copyr ghted) business or financial data in the form of recorded information from which are specified to be delivered under this contract. The term DOE or a DOE contractor or subcontractor, the contractor shall treat includes data such as management stud es and data produced under Such data in accordance with any restrictive legend contained support services contracts but does riot include financial reports,cost thereon, unless use is specifically authorized by prior written approval analyses, and other information incidental to contract administration. of the Contracting Officer. (b) All data first produced orlicomposed in the course of or (3)Nothing contained in this Rights in Technical Data clause under this contract shall be the sole property of the Government. shall imply a license to the Government under any patent or he Except with the prior written permission of the contracting off cors the i DOE Part II—Contract Clauses (Nov 1985) I (Previous Editions Obsolete) 26 !, 0 • contractor agrees not to assert any rights a!common.law or in equity The right to use for its private purposes. subject to patent securir, or establish any claim to statutory copyright in such data. The or other provisions of this contract, technical data it first produces contractor shall not publish or reproduce such data in whole or in part the performance of this contract provided the data requirements o` or in any manner form, or authorize others so to do,without the written this contract have been met as of the date of the private use of suCn consent of the Contracting Officer or until such time as the Govern- ment may have released such data to the acce Ts e to propri tar agrees that e the extent it receives or is giver: public. access to proprietary data orlother technical, business or financial (c) The contractor hereby grants to or will obtain for the data in the form of recorded information from DOE or a D Government a royalty-free, nonexclusive and irrevocable license contractor or subcontractor, t'e contractor shalt treat such data ifi throughout the world (1) to publish, translate, reproduce, deliver, accordance with anyrestrictive legend contained thereon perform, use, and dispose of, in any manner, any and all data which is specifically authrized by prior written approva; of the contracts o are not first produced or composed in the performance of this officer. I contract but which are incorporated in the work furnished under this contract, and (2) to authorize others so to do. I . (d)The contractor shall indemnify and save and hold harmless (c) Copyrighted material. . the Government, its officers, agents, and employees acting within the Government,Tand he ctto contractor sc?off cers, agents,rees to, d servants does hereby nnd gemployees scope of their official duties against any liability, including costs and acting within the scope of their duties: expenses,(1)for violation of proprietary rights,copyrights,or rights of privacy, arising out of the publication, translation, reproduction, (i) A royalty-free,usenexcludisp, irrevocable license to P others to do, translate,o, all publish, le material and dispose of and oro composed des contractlivery, ; (2) based uponor disposition a�ytllibelous defamatory,Ysheo omen others to so, all copyrightablue first produced compdsec unlawful matter (2)contained in a y lib in the performance of this contract by the contractor. its employees or any individualtaore concern speer al; and employed or assigned to (e) Nothing contained in this clause shall imply a license to the originate and Government under any patent, or be construed as affecting the scope g (ii) Alice such f material; of any licenses or other rights otherwise granted to the Government license as aforesaid under any and all ed'byhtne under any patent. or copyrightable works not fist produced or composed by tn� contractor in the performance of this contract but which are incorpo- rated in the material furnished under the contract, FORM (APR 1984) license shall be only to the extent the contractor nprovided w has dor prior``, Completion or final settlement of the contract mayacquire, prht toior NOTE: This clause applies to this contract only if chosen grant such license without becoming liable to ay compensation to elsewhere in this contract. others solely because of such `grant. (a) Definitions. The definitions of terms set forth in DEAR (2) The contractor agrees that it will not knowingly include 927.4 apply to the extent these terms are used horth any material copyrighted by of lers in any written or copyrightab:e material furnished or delivered udder this contract without a license as (b) Allocat' of rights. provided for in paragraph (c)(1)(ii) hereof, or without the consent of (1) The Government shall have: the copyright owner, unless it obtains specific written approval of the (i) Unlimited rights in technical data first produced or contracting officer for the inclus°ion of such copyrighted material. specifically used in the performance of this contract; H (iii The rinht of the contracting cff ccr 72. DEAR984) 952.227-82 RIGHTS� TO PROPOSAL DATA, (APR ..i. ,,r_...i:�� ,,�.,.., orhis ir,pr65cila 1984) live to inspect at all reasonable times up to three years after final payment under this contract all technical data first produced or specifically used in the contract(for which inspection the contractor or Except for technical data contained on pages (See Section H of its subcontractor shall afford proper facilities to DOE ; and this Contract) of the contractor's proposal dated (See Section H of 1 this contract) which are asserted by the contractor as being props- . (iii)The right to have any technical data first produced or etary data, it is agreed that, as a condition of the award of this specifically used in the performance of this contract delivered to the contract, and notwithstanding the provisions of any notice appearinc Government as the contracting officer may from time to time direct o On the proposal,the Governmentopsori- . have the right to for anyuse.duplicate. during the progress of the work, or in any event as the contracting w officer shall direct upon completion or termination of this contracts, technical data contained se and haver s n dthe proposal uponpwhich this Scontract is (2) The contractor shall have: based. 1 I I DOE Part Il—Contract Clauses (Nov 1985) t (Previous Editions Obsolete) r r u_I'U ��.�f'11 G 27 U.S.0GovEriumstyr PRINTING OFFI'C£s 1965-491-176120194