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(A) Participant Role

The Participant shall be responsible for all aspects of project performance

under this Cooperative Agreement. This shall include:

1) Design and Permitting.

2) Construction and Startup ("Shakedown").

3) Operation, Data Collection, Reporting, and Disposition.

The Participant shall designate a Project Manager who shall serve as his

authorized representative for the technical and administrative performance of

all work to be performed under this Cooperative Agreement. This Project

Manager shall become the single authorized point of contact for all matters

between the participant and the DOE.

(B) DOE Role

The DOE shall be responsible for monitoring all aspects of the project and

for granting or denying all approvals required by this Agreement. The DOE Contracting Officer is the authorized representative of the Doe for all

matters related to the Cooperative Agreement.

The Doe Contracting Officer will appoint a Contracting Officer's Technical

Representative (COTR) who is the authorized representative for all technical

matters and has the authority to issue "Technical Direction" which may:

1) Suggest redirection of the Cooperative Agreement effort, recommend a

shifting of work emphasis between work areas or tasks, and suggest

pursuit of certain lines of inquiry which assist in accomplishing the

Statement of Work.

2) Approve those technical reports and technical information required to

be delivered by the Participant to the DOE under this Cooperative

Agreement.

The DOE COTR does not have the authority to issue any technical direction

which:

1) Constitutes an assignment of additional work outside the Statement of

Work.

2) in any manner causes an increase or decrease in the total estimated

cost, or the time required for Cooperative Agreement performance.

3)

Changes any of the terms, conditions, or specifications of the

Cooperative Agreement.

4)

Interferes with the Participant's right to perform the terms and

conditions of the Cooperative Agreement.

All technical directions shall be issued in writing by the DOE COTR.

(C) Project Performance

1) All work to be performed under this Cooperative Agreement will be

divided into three phases, in accordance with the Statement of Work,

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Phase III Operation, Data Collection, Reporting and Disposition

months)

2) Determination to proceed with subsequent phases:

Budget periods will be established to coincide with the project

phases. Consistent with Pub. L. No. 99-190, DOE will obligate

sufficient funds to cover its share of the cost for each budget

period. To continue work beyond the current project phase, the Participant shall submit a project evaluation report and a continu

ation application to the DOE Contracting Officer at least 60 days

prior to the end of the current budget period. The continuation application shall contain, as a minimum, the following:

a detailed report of technical progress;

a detailed description of the Participant's plans for the

conduct of the subsequent phase;

the detailed budget for the subsequent phase.

DOE will approve or disapprove the continuation application 30 days

prior to the end of the current budget period. DOE will approve the

continuation application provided the criteria in the approved

Project Evaluation Plan (see Article XIII) are met and appropriated

funds are available for the project.

In determining whether the

criteria have been met, DOE will consider the Participant's Project

Evaluation Report and other available information.

In the event the

DOE does not approve the continuation application, DOE shall bear no

costs of the project in excess of the maximum DOE obligation through

the current budget period.

(D) Resources and Access

All services, facilities, equipment, materials, and supplies shall be furnished by the Participant, unless otherwise specified under this

Cooperative Agreement.

All work shall be performed at

At the request of the

DOE Contracting Officer or the COTR, the Participant shall provide Government

officials and interested members of the public with access to the site(s) of

the project to view its operation at reasonable times and in reasonable

numbers of persons.

[This Article shall also contain appropriate portions of the offeror's

proposal which are specific to the project selected and which detail the

management structure proposed, as revised through negotiations between the

DOE and the participant.]

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The maximum DOE obligation to the Participant is the amount identified in

Block 16.b(3) of the Notice of Financial Assistance Award.

DOE shall not be

obligated to make any additional, supplemental, continuation, renewal, or

other award for the same or any other purpose.

(B) Cost Sharing and Project Cost Requirements

[The cost-sharing requirements and project cost requirements will be contained in this portion of the Cooperative Agreement. At a minimum, subparagraphs 2 and 3, entitled "Project Costs Not Allowed for Cost-Sharing Purposes," and "Allowable Project Costs for Cost-Sharing Purposes" in Sect VI, "Government Financial Participation," of the PON will be restated in this

section of the Cooperative Agreement.)

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