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AGREEMENT

Now therefore, the parties hereto agree as follows:

Article I-The Research To Be Performed

(a) The Contractor shall furnish personnel, facilities, equipment, materials, supplies, and services, except such as are furnished by the Government, necessary for the performance of the research provided for in Appendix A and shall perform the research and report thereon pursuant to the provisions of this contract. It is understood that Appendix A, a guide to the performance of this contract, may be deviated from by the Contractor subject to the specific requirements of this contract.

(b) This work shall be conducted under the direction of or such other members of the Contractor's staff as may be mutually satisfactory to the parties.

NOTE A.-The description of the research in Appendix A may be omitted and Appendix A appropriately modified to incorporated, by pertinent references to the proposal or other documents, the type of data necessary to describe the research as called for by Appendix A; and where there is no cost sharing, other features may be referenced in lieu of insertion in Appendix A. In such cases, the referenced material will be retained as part of the permanent contract file.

Article II-The Period for Performance

The period of performance under this contract shall commence on -19-, and expire on -19-. Performance may be extended for additional periods by the mutual written agreement of the parties. It is presently expected that this contract will be extended by mutual agreement until 19-.*

*This sentence is optional and may be omitted.

Article III-Consideration

(a) In full consideration of the Contractor's performance hereunder, DOE shall furnish the equipment, supplies, materials, and services, if any, listed in Article A11(b)(2) and pay the Contractor the sum of

hereinafter called the Government "Ceiling" which sum shall be subject to adjustments as hereinafter provided.

(b) Payments to the Contractor shall equal the "cumulative Government cost" of performance of this contract, as the term "cumulative Government cost" is defined in Article B-XXIX*; provided however, and notwithstanding any other provisions of this contract, that the Government's monetary liability under this contract shall not exceed the Government ceiling or amount equal to the cumulative Govern

an

ment costs, whichever is less. The Contractor shall be obligated to perform under this contract throughout the agreed-upon period of performance, and to bear all costs which DOE has not agreed to pay; provided however, that the Contractor shall have the right to cease to perform the research provided for in this contract, upon written notice to DOE to that effect, at any time, when or after the cumulative Government cost equals or exceeds the Government ceiling.

(c) The Government ceiling specified in (a) above may be increased unilaterally by DOE by written notice to the Contractor and may be increased or decreased by written agreement of the parties (whether or not by formal modification to this contract). In the event that the stated period of performance is extended, the Government ceiling will be revised to reflect any increased DOE funding for the extended period or periods.

(d) Upon termination or expiration of the total period of performance, the Contractor shall promptly refund to DOE (or make such disposition as DOE may in writing direct) any sums paid by DOE to the Contractor under this contract, through direct payment or under letter or credit, in excess of the cumulative Government cost incurred in performance under the contract.

*The term cumulative Government costs refers to the cost of items under A-II(a) of Appendix A, for the initial contract period plus any extension period that may be properly chargeable to DOE. If proportionate cost sharing is involved, the cost is DOE's share of such costs, and does not include the cost of items excluded from Article A-II(a), such as items to be contributed solely by the Contractor or property to be furnished by the Government. Charges to DOE will be reported after the conclusion of each contract period set forth in Appendix A (generally an annual period); in addition to the limitations on charges to DOE provided for by this Article III, charges to DOE for a specified contract period may not exceed the 110 percent limitation mentioned above as well as to the provisions of this Article III.

Article IV-Government Property

The following items of property acquired or fabricated by the Contractor are hereby listed as "Government Property;" (List all property and equipment. title to which is to remain in the Government. Insert the word "none" if title to all of the property is to be vested in the Contractor. If title to property acquired of fabricated by the Contractor is to remain in the Government, add appropriate provisions for payment for such property from plant and equipment funds. Such

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Article A-I. Research to be performed by the Contractor. (Insert description of research activity and state the appropriate percentage of time or effort which the principal investigator(s) expects to devote to the work.)

Article A-II. Ways and means of performance. The listing under (a), (b), and (c) below should be in a form to permit determination of which items of costs are to be chargeable to DOE or proportionately shared, and which items are to be contributed solely by the Contractor or solely by DOE. The listing should also permit application of the approval requirements of the contract. Excessive detail in listing should be avoided.

(a) Items for which funding will be provided as indicated in A-III below. Do not include in this paragraph (a) any items which are to be contributed solely by the Contractor.

(1) Salaries and wages. State total dollar amount. If any stipulated salary amounts for professional staff members are established in accordance with FAR 31.3 or 31.7 the stipulated amounts, along with any limitations or requirements on the use of such stipulated amounts should be provided for in the contract.

(2) Equipment to be purchased or fabricated by the Contractor. List equipment to be purchased or fabricated by the Contractor and for which title is to remain in the Contractor and state the total dollar amount budgeted for such equipment. Such equipment may be set forth in general classifications as specifically as possible, if it is not feasible to list them individually. How

ever, any individual piece of equipment, the estimated cost of which is over $1,000 will be separately identified. Except where the contract may otherwise specifically provide, equipment for the pupose of this paragraph A-II shall mean an item of personal property having a useful life expectancy in excess of 1 year and an acquisition cost in excess of $500. Failure to identify equipment may result in disallowance of its cost if subsequently pruchased.

(3) Travel. (Show amounts for both foreign and domestic. If none, state none). Domestic

Foreign

(4) Other direct costs.

(5) Indirect costs based on applicable rates or predetermined rate of percent if with a educational institution for FY year(s) Show base or bases of costs to which rate apply.

(b) Items, if any, significant to the performance of this contract, but excluded from computation of Government costs and from consideration in proportioning costs. (See 917.7107-2(d)).

(1) Items to be contributed by the Contractor. In accordance with Article B-II(c), if a proposed Contractor contribution is included in this paragraph (b)(1), the Contractor shall maintain records adequate to permit DOE to determine the extent of the contribution. If the time or effort of the principal investigator(s) is to be contributed by the Contractor and excluded from AII(a) and A-II(b), the contributed time or effort should be listed under A-II(d).

(2) Items to be contributed by the Government.

(c) Time or effort of principal investigator(s) contributed by Contractor but excluded from computation of Government cost and from consideration in proportioning costs. Where covered under A-II(a) or A-II(b) above, state: "None." See 917.7107-2(e).

Article A-III. The total estimated cost of items under A-II(a) above for the contract period stated in this Appendix A is $DOE will pay - percent of the actual costs of these items incurred during the contract period stated in this Appendix A, subject to the provisions of Article III and Article BXXIX of Appendix B. The estimated Government cost for the contract period stated in this Appendix A is $

The estimated Government cost is funded as follows:

(a) Estimated unexpended balance from the prior period(s) $

(b) New funds for the current period $– The new funds being added in A-III(b) constitute the basis for advance payments provided under Article B-XI.

(c) Subject to their availability, additional funds anticipated for the contract in the amount of $——.

NOTE.-Do not include this provision in fully funded SRCS.

APPENDIX B-GENERAL PROVISIONS

Article B-I-Definitions

(a) The terms "DOE" means the U.S. Department of Energy or any duly authorized representative thereof, including the contracting officer except for the purpose of deciding an appeal under the article entitled "Disputes."

(b) The term "contracting officer" means an official designated to enter into or administer contracts and make related determinations and findings.

(c) Except as otherwise provided in this contract, the term "subcontracts" includes purchase orders under this contract.

Article B-II—Inspection, Reports, Records, and Accounts*

(a) DOE shall have the right to inspect, in such manner and at all reasonable times as it deems appropriate, all activities of the Contractor arising in the course of its undertakings under this contract.

(b) The Contractor shall make progress and other reports in such manner and at such time as specified under this contract, as DOE may reasonably require from time to time.

(c) The Contractor agrees to keep records and books of account, in accordance with generally accepted accounting principles and practices, and consistent with the requirements of OMB Circular A-21, and FAR 31.3 or 31.7 as constituted on the effective commencement date of the contract period, covering its costs and expenditures for items included under Article A-II(a) of Appendix A and which are furtherance of the research work under this contract. In the event a contractor contribution is listed in Article A-II(b), the Contractor shall maintain records adequate to permit DOE to determine the extent of the contribution. If professional staff members are included under Article A-II(b), the Contractor shall maintain records on such personnel in accordance with the payroll distribution procedure of section J.6 of OMB Circular A-21.

(d) DOE shall at all reasonable times be afforded access to the premises and to these books and records and to related correspondence receipts, vouchers, memoranda, and other data of the Contractor; and the Contractor shall preserve such books and papers, without additional compensation therefor, in accordance with the retention requirements referenced in Article B-XVIII, Examination of Records.

*If the contract is with a nonprofit organization rather than an educational institution, this article should be revised to provide that the cost principles at FAR 31 as may be modified by 931 depending on the nature of the contractors organization, will be used in determining actual cost.

Article B-III-[Reserved]

Article B-IV-Disclosure of Information This clause should be used in place of the clauses entitled "Security," 952.204-1, and "Classification" 952.204-2, in SRCs with educational institutions for off-site research that are not likely to produce Restricted Data or other classified information.

DISCLOSURE OF INFORMATION

(a) It is mutually expected that the activities under this contract will not involve Restricted Data or other classified information or material. It is understood, however, that if in the opinion of either party, this expectation changes prior to the expiration or termination of all activities under this contract, said party shall notify the other party accordingly in writing without delay. In any event, the Contractor shall classify, safeguard, and otherwise act with respect to all Restricted Data and other classified information and material, in accordance with applicable law and the requirements of DOE, and shall promptly inform DOE in writing if and when Restricted Data or other classified information and material becomes involved. If and when Restricted Data or other classified information or material becomes involved, the Contractor shall have the right to terminate performance of the work under this contract and in such event the provisions of this contract regarding termination for the convenience of the Government shall apply.

(b) The Contractor shall not permit any individual to have access to Restricted Data, or other classified information, except in accordance with the Atomic Energy Act of 1954, as amended, and DOE regulations or directives.

(c) The term "Restricted Data" as used in this article means all data concerning the design, manufacture or utilization of atomic weapons, the production of special nuclear material or the use of special nuclear material in the production of energy, but shall not include data declassified or removed from the Restricted Data category pursuant to section 142 of the Atomic Energy Act of 1954, as amended.

Article B-V-Responsibility for the Work (a) The Contractor is solely responsible for the conduct of the work.

(b) In instances where the carrying out of the work involves a DOE license, the provisions of the pertinent license shall prevail over any inconsistent provisions of this contract.

Article B-VI-[Reserved]

Article B-VII—Rights in Technical Data (Short Form)

Insert the clause in 952.227-77.

Article B-VIII-Patent Rights-Small Business Firms or Nonprofit Organizations Insert the clause in 952.227-71.

Article B-IX-Property Items

(a) Except as otherwise provided in this paragraph (a) and paragraph (b) of this Article B-IX, title to all material, supplies, and equipment purchased or otherwise acquired by the Contractor in the performance of its research activities shall be and remain in the Contractor. Said materials, supplies, and equipment shall be used for the benefit of research under this contract and any extensions or successor contractors hereto; and provided there is no interference with said research, shall be made available for use by investigators working on any Federal research contract at the same location. Subject to these priorities, materials, supplies, and equipment may be used as the Contractor wishes. Except as otherwise agreed in writing, title to any items of property listed as "Government property" shall pass directly to the Government; such property shall be subject to paragraphs (b), (c), (d), (e), and (f) of this Article B-IX.

(b) Subject to the mutual agreements of DOE and Contractor, the Government may furnish the Contractor items of equipment, materials, supplies or facilites for use by the Contractor in performance of the work. Title to these items shall remain in the Government unless otherwise agreed in writing. Such items of property and the items of property listed elsewhere in this contract as Government property, are hereinafter referred to as "Government property." Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government or shall any such property, or any part thereof, be or become a fixture or lose its identity as property by reason of affixation to any realty.

(c) To the extent practicable, the Contractor shall cause all items of Government property to be suitably marked with an identifying mark or symbol indicating that the items are the property of the Government. The Contractor shall maintain, at all times and in a manner satisfactory to DOE, records showing the use and disposition of Government property. Such records shall be

subject to DOE inspection at all reasonable times and DOE shall at all reasonable time have access to the premises wherein any items of Government property are located. Unless otherwise authorized in writing by DOE, the Contractor shall use Government property only for the purposes of this contract, provided, however, that the Contractor is hereby authorized to use items of equipment constituting Government property for other Federal research contracts to the extent such use: (1) Does not interfere with its work under this contract; (2) is not prohibited by provisions of the other Federal agreements; and (3) is promptly reported by the Contractor to contracting officer.

(d) The Contractor shall promptly notify DOE of any loss or destruction of or damage to Government property. It is understood that the Contractor shall not be liable for any such loss, destruction, or damage, unless same results from willful misconduct or lack of good faith on the part of any corporate officer of the Contractor, or of one or more of the contract's representatives having supervision or direction of all or substantially all of the activities under this contract. If the Contractor is liable for such loss, destruction, or damage, it shall promptly account therefor to the satisfaction of DOE; if the Contractor is not liable therefor, and is indemnified, reimbursed, or otherwise compensation for such loss, destruction, or damage, it shall promptly account therefor to the satisfaction of DOE.

(e) With the written approval of DOE, the Contractor may sell, transfer, or otherwise dispose of items of Government property to such parties and upon such terms as so approved, or itself acquire title to items of Government property upon such terms as may mutually be agreed upon in writing by the Contractor and DOE. The proceeds of any such disposition, and any agreed price of any such Contractor acquisition, shall be paid by the Contractor to the Government, or credited on account of DOE, payments to be made under this contract as DOE may direct. Subject to the other provisions of this contract, the Contractor shall deliver Government property to DOE upon request (suitably packed and shipped at the Government's expense).

(f) The Contractor shall utilize for the benefit of the work under this contract such items of property available to the Contractor by reason of its activities under other Federal research agreements as are appropriate for utilization under this Contract pursuant to the provisions of the pertinent Federal agreement.

Article B-X-Termination for Convenience of the Government

Insert the requirements of FAR 49.

Article B-XI-Payments

(a) DOE shall make payments to the Contractor with respect to the amount of consideration prescribed in Article III of this contract as follows:

(1) A maximum of an additional 45 percent of the new funds as set forth in Article A-III(b) of this contract following execution of this contract (and following the effectuation of each extended period) upon receipt of a request or requests in writing from the Contractor evidencing that the requested amount is currently needed in connection with planned expenditure or commitments for contract performance.

(2) A maximum of an additional 45 percent of the new funds as set forth in Article A-III(b) of this contract upon receipt of requests from the Contractor evidencing that the amount requested is then required in connection with the work under the contract.

NOTE.-Subparagraphs (1) and (2) of this paragraph (a) may be revised, as deemed appropriate by the contracting officer, in accordance with 917.71.

(3) If, following submission of an annual progress report, the contract is to be extended for an additional period of performance, and additional payment may be made at the time of execution of the extension which, when added to the payments already made under (1) and (2) above for the expiring period, will not exceed the new funds set forth in Article A-III(b) for the expiring period. A concluding payment for the pertinent period, if appropriate, may be made following submission of a certified statement showing Government cost and evidencing the Contractor's performance under this contract.

(4) If the contract is not to be extended, the final payment of the consideration provided for in Article III shall be made following submission by the Contractor of a final report required by Article B-XXI, in form and content satisfactory to DOE, and submission of a certified statement showing Government cost and evidencing the Contractor's performance and compliance with the patent provisions.

(b) The payments made pursuant to paragraph (a) above shall not prejudice or otherwise affect adversely any of the Government's rights under the contract. For purposes of settlement in the event of termination prusant to article B-X hereof, these payments shall not be construed as evidentiary, and any excess payment in the light of Article B-X shall be promptly returned to DOE.

(c) DOE, at its option, may invoke the following with respect to any amount of consideration remaining to be paid at any given time:

(1) DOE shall issue a letter of credit as provided for by Treasury Fiscal Requirements Manual, Part 6 Chapter 2000 under which payments to the Contractor with respect to the amount of consideration provided for in Article III will be made. The Contractor agrees that the first ninety (90) percent of the new funds as set forth in Article A-III(b) will be under the letter of credit and will be subject to the submission by the Contractor of a Payment Voucher on Letter of Credit (TUS 5401), in accordance with procedures based upon Treasury Fiscal Requirements Manual, Part 6 Chapter 2000 which are agreed to by the parties. Following submission by the Contractor of a final report provided for in Article B-XXI, in form and content satisfactory to DOE, and submission of a certified statement showing the total expenditures and evidencing the Contractor's performance, and upon submission by the Contractor to DOE of such invoices or vouchers as are satisfactory to DOE, DOE shall pay the Contractor the concluding payment of the consideration provided for in Article III: or said concluding payment will be included under the letter or credit and will be subject to submission by the Contractor of a payment voucher on letter of credit, in accordance with the procedures described above. If, following submission of an annual report, the contract is extended for an additional period of performance, an additional payment may similarly be made at the time of execution of the extension which, when added to the payments already made for the expiring period, will not exceed the new funds as set forth in Article A-III(b) for the expiring period. A concluding payment for the pertinent period, if appropriate, may be made following submission of a certified statement showing Government cost for the peritent period and evidencing the Contractor's performance.

(2) DOE reserves the right to increase, decrease, or cancel the amount covered by the letter of credit, provided that such action is required because of a change in the amount of consideration provided for in Article III or is taken pursuant to paragraph (c)(1) of this article. The issuance and use of a lettter of credit and receipt of funds pursuant thereto shall not prejudice or otherwise adversely affect any of the Government's rights under the agreement.

Article B-XII-Equal Opportunity Insert the clause from FAR 52.222-26.

Article B-XIII-Convict Labor Insert the clause from FAR 52.222-3.

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