a. The term "contract" as used herein refers to the attached "Order for Supplies and Services."

b. The term "contractor" as used herein also refers to recipients of cooperative agreements.

c. The term "Contracting Officer’s Technical Representative (COTR)" means the official authorized by ASC to execute and/or administer this contract.

d. The term "Government Technical Representative (GTR)" means the ASC individual who is responsible for the technical administration of the contract, the evaluation of performance under the contract, the acceptance of technical reports or projects, and other such specific responsibilities as may be stipulated in the contract.

e. The term "Head of the Awarding Activity (HAA)" means a ASC official, at the Board Member level, with authority for policy, award, and administration of discretionary contracts within the ASC.

The contractor shall furnish the necessary personnel, materials, services, equipment, facilities (except as otherwise specified herein) and otherwise do all things necessary for or incidental to the performance of the work set forth in the Statement of Work, Attachment A.

The contractor shall provide all services hereunder for a period of twelve (12) months from the effective date of the contract.

a. The contractor shall be reimbursed for costs incurred in the performance of work under this award in an amount not-to-exceed the obligated amount of $577,065. In the event the contractor incurs costs in excess of the above prescribed amount, the excess shall be borne entirely by the contractor.

b. All payments are certified by ASC and forwarded to the Treasury for processing.

c. The contractor shall submit the original vouchers for work performed to the COTR identified in Block 26A of GSA Form 300 (Rev. 2/93). The voucher shall be supported by a detailed breakdown of the cost(s) claimed.

For the performance of the work under this instrument, the ASC shall reimburse the contractor for costs incurred (hereafter referred to as "allowable costs") which are determined by the COTR to be allowable, allocable and reasonable in accordance with the following cost principles*:

a. For colleges and universities: OMB Circular A-21

b. For State and local governments: OMB Circular A-87

c. For other nonprofit organizations: OMB Circular A-122

d. For all other contractors, Federal Acquisition Regulation, Subpart 31.2.

*The revised version of these documents in effect on the date of award shall govern.

The contractor shall incur costs in conformance with the budget shown below or otherwise attached. The contractor shall not commingle any funds computed under this contract with any other existing or future operating accounts held by the contractor.

Direct Labor $

Indirect Costs

ODCs

Travel

Consultant

TOTAL $577,065

Costs incurred on or after January 1, 1997 and before this contract was executed shall be allowable to the same extent as if they had been incurred after the execution of the contract. Such costs shall be allowable in an amount not-to-exceed $577,065.

a. Pursuant to the provisions of this clause, the allowable indirect cost under this contract shall be obtained by applying the final rates negotiated. Pending establishment of final rates, reimbursement shall be made on the basis of billing rates accepted by the COTR. The following rates are hereby established for the period indicated:

b. The contractor’s ceiling rate is as indicated above. However, the contractor agrees to bill at the billing rate shown above for the entire period of performance of the contract. At completion of the contract, upward adjustments may be made from the billing rate up to the ceiling rate. However, such adjustments must be within the total amount of the contract of $577,065.

a. During the effective period of this contract, the Government Technical Representative shall be responsible for monitoring the technical effort of the contractor, unless the contractor is notified in writing by the COTR of a replacement.

b. Only the COTR has the authority to authorize deviations from this contract, including deviations from the Statement of Work. In the event the contractor does deviate without written approval of the COTR, such deviation shall be at the risk of, and any costs related thereto, shall be borne by the contractor.

a. Definition - For the purpose of this clause, "Official Products of Work" include:

(1) All interim and final reports,

(2) Survey instruments required by the Statement of Work, and

(3) Other physical materials and products produced directly under the Statement of Work of this contract.

b. General

(1) The GTR shall have the sole responsibility for ASC review, correction, and acceptance of the Official Products of Work of this contract. Such review(s) shall be carried out promptly by the GTR, so as not to impede the work of the contractor. The Products of Work shall be deemed as accepted as submitted if the GTR has not issued written comments and/or required corrections within thirty (30) days of the date of the GTR’s receipt of such product from the contractor.

(2) The contractor shall carry out the required corrections, if any, provided by the GTR and shall promptly return a revised copy of the product to the GTR.

(3) The GTR’s review, correction, and acceptance of Official Products of Work shall be limited to: (1) corrections of omissions or errors of fact, methodology, or analysis; (2) deletion of irrelevant materials; and (3) improvements in style readability.

(4) In the review and acceptance of Official Products of Work, the GTR may not require any change in the contractor’s stated views, opinions, or conclusions.

(5) Should there be any disagreement between the contractor and the GTR as to any correction, or the methodology or analysis on which any conclusion is based, the GTR may require the contractor to insert a Government dissent(s) in the appropriate place(s). The inclusion of such dissent(s) in an Official Product of Work, otherwise found acceptable by GTR, and the return to the GTR of a revised copy containing the dissent(s), shall satisfy the requirements for acceptance of the Official Product of Work under this clause.

(6) Such dissent(s) shall not apply to any independent publication by the contractor of Independent Products which may arise from the work of findings of this contract.

Collection of data from ten or more respondents and sponsored by ASC shall be subject to the Paperwork Reduction Act (44 U.S.C. 3501-3520). If a survey instrument is proposed, it will be subject to review and approval by the Office of Management and Budget (OMB). Such review and approval must be obtained by the contractor prior to the use of the survey instrument. Also, a time element is involved here which may considerably lengthen the time required for completion of the project proposed. Careful consideration should be given to any proposal which requires the use of a survey. The collection of data is deemed to be sponsored by ASC only under the following conditions:

1. The contractor represents to respondents that the information is being collected for or in association with the ASC (however, this condition is not intended to preclude mention of Federal support in response to an inquiry, or an acknowledgment of Federal assistance in any publication or report on the data); or

2. The contractor uses the data collection activities to collect information that the ASC has requested for the planning, operation, or evaluation of its program; or

3. The terms and conditions of this contract provide for approval by the ASC of the survey design questionnaire content, or data collection procedure; or

4. The terms and conditions of this contract provide for either submission to the ASC or the data for individual respondents or the preparation and submission of tabulations requested by the ASC.

Collection of data under circumstances other than the four conditions given above is not a sponsored collection and is not subject to the Paperwork Reduction Act.

The personnel specified below are considered to be essential to the work being performed hereunder:

[David S. Bunton]

Prior to diverting any of the specified individuals to other work, the contractor shall notify the COTR reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the work effort. No diversion shall be made by the contractor without the written consent of the COTR.

As required by GSA’s procurement regulations, salary payments to consultants under this instrument shall not exceed the equivalent of the maximum daily rate paid to level IV of the Executive Schedule for Federal Employees. This limitation refers to consultants hired through the contractor’s personnel system, but not to consultants who perform as independent contractors.

a. Definition. For the purpose of this clause, "publication" includes:

(1) Any document containing information for public consumption; or

(2) The act of, or any act which may result in, disclosing information to the public.

b. The results of this program are planned to be made available to the public through dedication, assignment by the ASC, or other such means as the ASC shall determine.

c. Government Ownership of Official Products of Work

All interim and final reports and information, data analyses, special methodology, findings, and their related documents and work products, including reports, work sheets, survey instruments, computer tapes, and any other physical materials and products produced directly under the Statement of Work, owned by the Government and held for the benefit of the public.

d. Publication of Official Products of Work

Official Products of Work, quotations therefrom, para-phrasing or disclosures of interim findings may not be published without the approval of the COTR for a period of sixty (60) days after acceptance of the product by the GTR. Thereafter, the contractor shall be free to publish without ASC approval.

e. Acknowledgment and Disclaimer

All Official Products of Work, or any part thereof, and any Independent Products and Special Products arising out of this instrument, when published by the contractor or other participants in the work, shall contain the following acknowledgment and disclaimer:

"The work that provided the basis for this publication was supported by funding under a contract with the Appraisal Subcommittee. The substance and findings of the work are dedicated to the public. The author and publisher are solely responsible for the accuracy of the statements and interpretations contained in this publication. Such interpretations do not necessarily reflect the views of the Government."

f. Notice of News Releases and Public Announcements

Two copies of all press releases, formal announcements, and other planned, written issuances containing news or information concerning this contract that may be made by the contractor or its staff, or any subcontractor or other person or organization participating in the work of this contract shall be provided to the GTR at the earliest possible time. News releases and other public announcements may not disclose any interim finding or quote or paraphrase any part of any Official Product of Work without complying with paragraph (e) above.

In accordance with Government Printing and Binding Regulations, reproduction of reports, data or other written materials intended for submission to the ASC for Government use, if required herein, is authorized provided that the materials produced do not exceed 5,000 production units of any page and the items consisting of multiple pages do not exceed 25,000 production units in the aggregate.

The above limitations do not apply to the reproduction of materials intended for distribution by the contractor to non-Federal Government sources in accordance with the terms of this contract.

The following Government equipment acquired for the performance of this contract is transferred from the previous grant (DU100G000018507) and identified as follows:

At the conclusion of performance of this contract, the COTR will provide the contractor with instructions concerning the disposition of the inventory of equipment.

a. Definitions

(1) "Invention" means any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code, or any novel variety of plant which is or may be protected under the Plant Variety Protection Act (7 U.S.C. 2321 et seq.).

(2) "Subject invention" means any invention of the contractor conceived or first actually reduced to practice in the performance of work under this contract, provided that in the case of a variety of plant, the date of determination (as defined in section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d)) must also occur during the period of contract performance.

(3) "Practical Application" means to manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or government regulations, available to the public on reasonable terms.

(4) "Made," when used in relation to any invention, means the conception or first actual reduction to practice of such invention.

(5) "Small Business Firm" means a small business concern as defined at Section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations of the Administrator of the Small Business Administration. For the purpose of this clause, the size standards for small business concerns involved in government procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used.

(6) "Nonprofit Organization" means a university or other institution of higher education or an organization of the type described in Section 501(c)(3) of the Internal Revenue Code (25 U.S.C. 501(a)) and exempt from taxation under section 501(a) of the Internal Revenue Code of 1954 (25 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute.

b. Allocation of Principal Rights

The contractor may retain the entire right, title, and interest throughout the world to each subject invention to the provisions of this clause and 35 U.S.C. 203. With respect to any subject invention in which the contractor retains title, the Federal government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the subject invention throughout the world.

c. Invention Disclosure, Election of Title and Filing of Patent Application by Contractor

(1) The contractor will disclose each subject invention to the ASC within two months after the inventor discloses it in writing to contractor personnel responsible for patent matters. The disclosure to the agency shall be in the form of a written report and shall identify the contract under which the invention was made and the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological or electrical characteristics of the invention. The disclosure also shall identify any publication, or sale or public use of the invention and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the agency, the contractor will promptly notify the agency of the acceptance of any manuscript describing the invention for publication or of any on sale or public use planned by the contractor.

(2) The contractor will elect in writing whether or not to retain title to any such invention by notifying the ASC within two years of disclosure to the ASC. However, in any case, where publication, or sale or public use has initiated the one year statutory period wherein valid patent protection can still be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period.

(3) The contractor will file its initial patent application on a subject invention to which it elects to retain title within one year after election of title or, if earlier, prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a publication, or sale, or public use. The contractor will file patent applications in additional countries or international patent offices within either ten months of the corresponding initial patent application or six months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications where such filing has been prohibited by a Secrecy Order.

(4) Requests for extension of the time for disclosure, election, and filing under subparagraphs (1), (2), and (3) may, at the discretion of the agency, be granted.

d. Conditions When the Government May Obtain Title

The contractor will convey to the ASC, upon written request, title to any subject invention—

(1) If the contractor fails to disclose or elect title to the subject invention within the times specified in (c) above; provided, however, that if the contractor has filed a patent application in a country after the times specified in (c) above, but prior to its receipt of the written request of the ASC, the contractor shall continue to retain title in that country.

(2) In those countries in which the contractor fails to file patent applications within the times specified in (c) above; provided, however, that if the contractor has filed a patent application in a country after the times specified in (c) above, but prior to its receipt of the written request of the ASC, the contractor shall continue to retain title in that country.

(3) In any country in which the contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention.

e. Minimum Rights to Contractor and Protection of the Contractor’s Right to File

(1) The contractor will retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, except if the contractor fails to disclose the invention within the times specified in (c), above. The contractor’s license extends to its domestic subsidiary and affiliates, if any, within the corporate structure of which the contractor is a party and includes the right to grant sublicenses of the same scope to the extent and contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the ASC except when transferred to the successor of that party of the contractor’s business to which the invention pertains.

(2) The contractor’s domestic license may be revoked or modified by the ASC to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with applicable provisions at 37 CFR Part 404 and agency licensing regulations (if any). This license will not be revoked in that field of use or the geographical areas in which the contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the ASC to the extent the contractor, its licensees, or the domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.

(3) Before revocation or modification of the license, the ASC will furnish the contractor a written notice of its intention to revoke or modify the license, and the contractor will be allowed thirty days (or such other time as may be authorized by the ASC for good cause shown by the contractor) after the notice to show cause why the license should not be revoked or modified. The contractor has the right to appeal, in accordance with applicable regulations in 37 CFR Part 404 and agency regulations (if any) concerning the licensing of Government-owned inventions, any decision concerning the revocation or modification of the license.

f. Contractor Action to Protect the Government’s Interest

(1) The contractor agrees to execute or to have executed and promptly deliver to the ASC all instruments necessary to (i) establish or confirm the rights the Government has throughout the world to those subject inventions to which the contractor elects to retain title, and (ii) convey title to the ASC when requested under paragraph (d) above and to enable the government to obtain patent protection throughout the world in that subject invention.

(2) The contractor agrees to require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the contractor each subject invention made under agreement in order that the contractor can comply with the disclosure provisions of paragraph (c) above, and to execute all papers necessary to file patent applications on subject inventions and to establish the government’s rights in the subject inventions. This disclosure format should require, as a minimum, the information required by (c)(1) above. The contractor shall instruct such employees through employee agreements or other suitable educational programs on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

(3) The contractor will notify the ASC of any decisions not to continue the prosecution of a patent application; pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than thirty days before the expiration of the response period required by the relevant patent office.

(4) The contractor agrees to include, within the specifications of any United States patent applications and any patent issuing thereon covering a subject invention, the following statement, "This invention was made with government support under Contract Number T53600363 awarded by the Appraisal Subcommittee. The government has certain rights in the invention."

g. Subcontracts

(1) The contractor will include this clause, suitably modified to identify the parties, in all subcontracts, regardless of tier, for experimental, developmental or research work to be performed by a small business firm or domestic nonprofit organization. The subcontractor will retain all rights provided for the contractor in this clause, and the contractor will not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor’s subject inventions.

(2) The contractor will include in all other subcontracts, regardless of tier, for experimental developmental or research work the patent rights clause required by FAR 52.227-11.

h. Reporting on Utilization of Subject Inventions

The contractor agrees to submit, on request, periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the contractor or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the recipient, and such other data and information as the ASC may reasonably specify. The contractor also agrees to provide additional reports as may be requested by the ASC in connection with any march-in proceeding undertaken by the agency in accordance with paragraph (j) of this clause. As required by 35 U.S.C. 202(c)(5), the ASC agrees it will not disclose such information to persons outside the government without permission of the contractor.

i. Preference for United States Industry

Notwithstanding any other provision of this clause, the contractor agrees that neither it nor any assignee will grant to any person the exclusive right to use or sell any subject inventions in the United States unless such person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for such an agreement may be waived by the ASC upon a showing by the contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible.

j. March-in Rights

The contractor agrees that with respect to any subject invention in which it has acquired title, the ASC has the right in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of the agency to require the contractor, an assignee or exclusive licensee of a subject invention to grant a nonexclusive, partially exclusive, or exclusive license in any field of sue to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the contractor, assignee, or exclusive licensee refuses such a request the ASC has the right to grant such a license itself if the ASC determines that:

(1) Such action is necessary because the contractor or assignee has not taken, or is not expected to take within a reasonable time, effective steps to achieve practical application of the subject invention in such field of use.

(2) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the contractor, assignee or their licensees;

(3) Such action is necessary to meet requirements for public use specified by Federal regulations and such requirements are not reasonably satisfied by the contractor, assignee or licensees; or

(4) Such action is necessary because the agreement required by paragraph (I) of this clause has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such agreement.

k. Special Provisions for Contracts with Nonprofit Organizations

If the contractor is a nonprofit organization, it agrees that:

(1) Rights to a subject invention in the United States may not be assigned without the approval of the ASC, except where such assignment is made to an organization which has as one of its primary functions the management of inventions, provided that such assignee will be subject to the same provisions as the contractor;

(2) The contractor will share royalties collected on a subject invention with the inventor, including Federal employee co-inventors (when the agency deems it appropriate) when the subject invention is assigned in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;

(3) The balance of any royalties or income earned by the contractor with respect to subject inventions, after payment of expenses (including payments to inventors) incidental to the administration of subject inventions, will be utilized for the support of scientific research or education; and

(4) It will make efforts that are reasonable under the circumstances to attract licensees of subject invention that are small business firms and that it will give a preference to a small business firm when licensing a subject invention if the contractor determines that the small business firm has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention to practical application as any plans or proposal from applicants that are not small business firms; provided, that the contractor is also satisfied that the small business firm has the capability and resources to carry out its plan or proposal. The decision whether to give a preference in any specific case will be at the discretion of the contractor. However, the contractor agrees that the ASC may review the contractor’s applicants, and the contractor will negotiate changes to its licensing if the ASC’s review discloses that the contractor could take reasonable steps to implement more effectively the requirements of this paragraph (k)(4).

l. Communication

Inquiries regarding this Patent Rights clause should be in writing and directed to:

COTR

Appraisal Subcommittee

2100 Pennsylvania Ave., NW Suite 200

Washington, DC 20037

This contract may be modified at any time by a written amendment. Amendments which reflect the rights and obligations of either party shall be executed by both ASC (the COTR) and the contractor. Administrative amendments, such as changes in appropriation data, may be issued unilaterally by the COTR.

During performance of the contract, disagreements may arise between the contractor and the COTR on various issues. If a dispute concerning a question of fact arises, the COTR shall prepare a final decision, taking into account all facts and documentation presented. The decision shall be mailed to the contractor. The contractor may appeal the decision within thirty (30) days to the Chairperson, Appraisal Subcommittee.

a. Definitions. As used in this clause:

"Agency," as defined in 5 U.S.C. 552(f), includes Federal executive departments and agencies as well as independent regulatory commissions and Government corporations, as defined in 31 U.S.C. 9101(1).

"Covered Federal Action" means any of the following Federal actions:

(1) The awarding of any Federal contract;

(2) The making of any Federal grant;

(3) The making of any Federal loan;

(4) The entering into of any cooperative agreement; and,

(5) The extension, continuation, renewal, amendment, or modification of any Federal contract, loan, or cooperative agreement.

Covered Federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan.

"Indian tribe" and "tribal organization" have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan natives are included under the definitions of Indian tribes in that Act.

"Influencing or attempting to influence" means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

"Local government" means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

"Officer or employee of an agency" includes the following individuals who are employed by an agency:

(1) An individual who is appointed to a position in the Government under title 5, U.S.C., including a position under a temporary appointment;

(2) A member of the uniformed services as defined in section 202, title 18, U.S.C.;

(3) A special Government employee as defined in section 202, title 18, U.S.C.; and,

(4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, title 5, appendix 2.

"Person" means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or other Indian organization with respect to expenditures specifically permitted by other Federal law.

"Reasonable compensation" means, with respect to professional and other technical services, a payment in an amount of that which is consistent with the amount normally paid for such services in the private sector.

"Recipient," as used in this clause, includes the contractor or cooperating party and all subcontractors at any tier. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

"Regularly employed" means, with respect to an officer or employee of a person requesting or receiving a Federal contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration for such person for receipt of such contract, grant, loan, or cooperative agreement. An officer or employee who is employed by such person for less than 130 working days within one year immediately preceding the date of submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.

"State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and a multi-State, regional, or interstate entity having governmental duties and powers.

b. Prohibition.

(1) Section 1352 of tile 31, U.S.C. provides in part that no appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions: the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, loan, or cooperative agreement.

(2) The prohibition does not apply as follows:

(i) Agency and legislative liaison by Own Employees.

(A) The prohibition on the use of appropriated funds, in paragraph (1) of this section, does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person requesting or receiving a Federal contract, grant, loan, or cooperative agreement, if the payment is for agency and legislative activities not directly related to a covered Federal action.

(B) For purposes of paragraph (A) of this section, the following agency and legislative liaison activities are allowable at any time only where they are not related to a specific solicitation for any covered Federal action:

(C) For purposes of paragraph (A) of this section, the following agency and legislative liaison activities are allowable at any time only where they are not related to a specific solicitation for any covered Federal action:

(i) Discussing with an agency (including individual demonstrations) the qualities and characteristics of the person’s products or services, conditions or terms of sale, and service capabilities; and,

(ii) Technical discussions and other activities regarding the application or adaptation of the person’s products or services for an agency’s use.

(D) For purposes of paragraph (A) of this section, the following agency and legislative liaison activities are allowable only where they are prior to formal solicitation of any covered Federal action:

(i) Providing any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(ii) Technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

(iii) Capability presentations by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Public Law 95-507 and other subsequent amendments.

(E) Only those activities expressly authorized by paragraph (I) of this section are allowable under paragraph (I).

(ii) Professional and technical services by Own Employees.

(A) The prohibition on the use of appropriated funds, in paragraph (1) of this section, does not apply in the case of payment of reasonable compensation made to an officer or employee of a person requesting or receiving a Federal contract, grant, cooperative agreement, or loan or an extension, continuation, renewal, amendment, or modification of a Federal contract, grant, cooperative agreement, or loan, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal contract, grant, cooperative agreement, or loan or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal contract, grant, cooperative agreement, or loan.

(B) For purposes of paragraph (A) of this section, "professional and technical services" shall be limited to advice and analysis directly applying any professional or technical discipline.

(C) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation, or reasonably expected to be required by law or regulation, and any other requirements in the actual award documents.

(D) Only those services expressly authorized by paragraph (ii) of this section are allowable under paragraph (ii).

(iii) Reporting for Own Employees.

No reporting is required with respect to payments of reasonable compensation made to regularly employed officers or employees of a person.

(iv) Professional and technical services by Other than Own Employees.

(A) The prohibition on the use of appropriated funds, in paragraph (1) of this section, does not apply in the case of any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action, if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal contract, grant, cooperative agreement, or loan for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal contract, grant, cooperative agreement, or loan.

(B) For purposes of paragraph (A) of this section, "professional and technical services" shall be limited to advice and analysis directly applying any professional or technical discipline.

(C) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation, or reasonably expected to be required by law or regulation, and any other requirements in the actual award documents.

(D) Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(E) Only those services expressly authorized by paragraph (iii) of this section are allowable under paragraph (iii).

c. Disclosure.

(1) Each person who requests or receives from an agency a Federal contract, grant, cooperative agreement, or loan shall file with that agency a certification, set forth in this solicitation that the person has not made, and will not make, any payment prohibited by paragraph (b) of this section.

(2) Each person who requests or receives from an agency a Federal contract, grant, cooperative agreement, or loan shall file with that agency a disclosure form, Standard Form-LLL, "Disclosure of Lobbying Activities," if such person has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered Federal action), which would be prohibited under paragraph (b) of this clause if paid for with appropriated funds.

(3) Each person shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed by such person under paragraph (2) of this section. An event that materially affects the accuracy of the information reported includes:

(i) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered Federal action; or

(ii) A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; or

(iii) A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action.

(4) Any person who requests or receives from a person referred to in paragraph (1) of this section a subcontract exceeding $100,000 at any tier under a Federal contract, grant, cooperative agreement, or loan shall file a certification, and a disclosure form, if required, to the next tier above.

(5) All disclosure forms, but not certifications, shall be forwarded from tier to tier until received by the person referred to in paragraph (1) of this section. That person shall forward all disclosure forms to the agency.

d. Agreement. In accepting any contract, grant, cooperative agreement, or loan resulting from this solicitation, the person submitting the offer agrees not to make any payment prohibited by this clause.

e. Penalties.

(1) Any person who makes an expenditure prohibited under paragraph (b) of this clause shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure.

(2) Any person who fails to file or amend the disclosure form to be filed or amended if required by this clause, shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

(3) Contractors and recipients may rely without liability on the representations made by their subcontractors in the certification and disclosure form.

f. Cost Allowability. Nothing in this clause is to be interpreted to make allowable or reasonable any costs which would be unallowable or unreasonable in accordance with Part 31 of the Federal Acquisition Regulation (FAR), or OMB Circulars dealing with cost allowability for recipients of assistance agreements. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any of the provisions of FAR Part 31 or the relevant OMB Circulars.

In the event of any inconsistency among any provisions of this contract, the following order of precedence shall apply:

a. Statement of Work (excluding the contractor’s proposal, if incorporated).

b. Schedule of Articles.

c. Uniform Administrative Requirements.

d. Contractor’s Proposal (if incorporated).

The contractor shall comply with all standard assurances which were executed as part of the application process.

The following provisions of OMB Circular A-110, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Nonprofit Organizations," are incorporated by reference. Upon request, the ASC will make the full text available. Where clarifying or specific ASC instructions are required, they will appear in full text. The term "contract" as used herein also refers to cooperative agreement instruments. The term "COTR" also refers to Cooperative Agreement Officers, when the instrument is a cooperative agreement.

Attachment A - Cash Depositories

Attachment B - Bonding and Insurance

Attachment C - Retention and Custodial Requirements for Records

Attachment D - Program Income

Attachment E - Cost Sharing and Matching

Attachment F - Standards for Financial Management System

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Subparagraph 2h is superseded by OMB Circular A-133, "Audits of Institutions of Higher Education and Other Nonprofit Institutions."

Attachment G - Financial Reporting Requirements

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The contractor shall submit the original SF-269, Financial Status Report, to the COTR. All reports should be prepared on an accrual basis; however, if the contractor’s accounting records are not normally kept on the accrual basis, the contractor shall not be required to convert its accounting system, but shall develop such information through best estimates based on an analysis of the documentation on hand.

Attachment H - Monitoring and Reporting Program Performance

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The contractor shall submit any performance reports required to the GTR.

Between the required performance reporting dates, events may occur that have significant impact upon the project or program. In such instances, the contractor shall inform the GTR and the COTR as soon as the following types of conditions become known:

a. Problems, delays, or adverse conditions that will materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work units by established time periods. This disclosure shall be accompanied by a statement of the action taken, or contemplated, and any ASC assistance needed to resolve the situation;

b. Favorable developments or events that enable time schedules to be met sooner than anticipated or more work units to be produced than originally projected.

Attachment I - Payment Requirements

Attachment J - Revision of Financial Plans

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The contractor shall not transfer funds among direct cost categories when the cumulative amount of such transfers exceeds or is expected to exceed $5,000 or five percent of the total budget as last approved by the COTR, whichever is greater.

Attachment K - Closeout Procedures

Attachment L - Suspension and Termination Procedures

Attachment N - Property Management Standards

Attachment O - Procurement Standards

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Before awarding any subcontracts or subgrants, the contractor must ensure that the subcontractor or subgrantee is not included on the General Services Administration’s "Lists of Parties Excluded from Federal Procurement or Nonprocurement Programs," and, therefore, ineligible for award. Copies of this publication may be obtained from the Superintendent of Documents, U.S. Government Printing Office, Washington, DC 20402. The telephone number is (202) 783-3238.

OTHER ADMINISTRATIVE PROVISIONS

1. CHANGES, PROPERTY AND SUBAWARDS

2. CHANGES.

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(c) Budget changes. (1) Contractors shall obtain the prior approval of the COTR whenever any of the following changes is anticipated:

(i) Any revision that would result in the need for additional funding.

(ii) Transfer of funds allocated for training allowance (i.e., from direct payments to trainees to other expense categories).

Requests for prior approval of changes as specified in paragraphs (c), (d), and (f) shall be directed to the COTR.

3. REPORTS, RECORDS RETENTION AND ENFORCEMENT.

4. 85.42 RETENTION AND ACCESS REQUIREMENTS FOR RECORDS

5. 95.43 ENFORCEMENT

6. 85.44 TERMINATION FOR CONVENIENCE

7. SUBPART D - AFTER-THE-CONTRACT REQUIREMENTS

8. 85.50 CLOSEOUT

9. 85.51 LATER DISALLOWANCES AND ADJUSTMENTS

10. 85.52 COLLECTION OF AMOUNTS DUE