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HomeMy WebLinkAboutContracts & Agreements_127a-2001_CCv0001.pdf PENN STATE 11111, SUBCONTRACT SUBCONTRACT NO. 2048-CR-AVVVVA-2577 THIS AGREEMENT, entered into as of September 4, 2001, by and between The Pennsylvania State University, a Corporation organized and existing under the laws of the Commonwealth of Pennsylvania. with its principal office at University Park, Pennsylvania (hereinafter referred to as "Penn State") and the City of Redlands, Redlands, California (hereinafter referred to as "Subcontractor"): WITNESSETH THAT: WHEREAS, Penn State has received Prime Contract No. 2577 from American Water Works Association Research Foundation (hereinafter referred to as "Sponsor") as a result of a U.S. Department of Environmental Protection Agency Cooperative Agreement, under CFDA Number 66.500, to provide for certain research work; and WHEREAS, Penn State desires to have the Subcontractor perform a certain portion of said research work: and WHEREAS, the Subcontractor has represented that it has the present ability to perfoi in said research work: NOW THEREFORE, the parties hereto do hereby mutually agree as follows: SECTION A Standard Provisions ARTICLE I - Statement of Work The work to be perfoinied by the Subcontractor relates to a project entitled "Application of Bioreactor Systems to Low-Concentration Perchlorate-Contaminated Water." The work to be accomplished is set forth in the Subcontractor's Statement of Work appended hereto as Attachment I. ARTICLE II-Reports The Subcontractor shall submit progress reports in accordance with the provisions of the prime agreement as contained in Attachment V. Reports are due to Penn State's Project Director, Dr. Bruce E. Logan. one week prior to the dates listed in Exhibit B of Attachment V. ARTICLE III-Period of Performance The period of performance under this subcontract shall commence on March 1, 2001 and continue through September 15, 2003. ARTICLE IV- Cost The total estimated cost to Penn State for the performance of this subcontract shall not exceed 830,000 unless changed by written amendment to this subcontract. The Subcontractor's budget is appended hereto as part of Attachment I. The Subcontract shall provide In-Kind cost match to the extent set forth in Attachment I. ARTICLE V-Payment Penn State shall reimburse the Subcontractor not more often than monthly for allowable costs actually incurred and chargeable to Penn State in accordance with the budget categories indicated in Attachment I upon being invoiced by the Subcontractor and upon approval of the invoice by Penn State's Project Director. All invoices shall be submitted in a foi mat similar to the sample invoice appended hereto as Attachment II, but at a minimum shall include applicable cost sharing, current and cumulative costs, subcontract number and certification. INVOICES 'WHICH DO NOT REFERENCE PENN STATE'S SUBCONTRACT NUMBER SHALL BE RETURNED TO THE SUBCONTRACTOR. Invoices shall be submitted to: Raymond W. Eyerly, Senior Research Associate Environmental Resources Research Institute The Pennsylvania State University 105 Land & Water Research Building University Park, PA 16801 Phone: (814) 865-0967 Fax: (814) 865-3378 Email: rwe2©psu.edu A final statement of costs incurred, marked "FINAL", must be submitted NOT LATER THAN sixty (60) days after subcontract completion. All payments shall be considered provisional and subject to adjustment within the total estimated cost established by Article IV, Section A in the event such adjustment is necessary as a result of an audit by the Commonwealth. Page 2 ARTICLE VI-Independent Contractor Subcontractor, acting as an independent contractor and not as an agent of Penn State, is willing to perfoi in said work upon the terms hereinafter provided. Penn State shall not maintain, and shall not be required to maintain, any direct control over the means or manner by which the Subcontractor performs the obligations contained in the Statement of Work or any revisions thereof. ARTICLE VII- Record Retention All pertinent records and books of accounts related to this subcontract shall be retained for a period of three (3) years after the conclusion of the subcontract. Records relating to any litigation or claim arising out of the performance of this agreement, or costs and expenses of this agreement to which exception has been taken as a result of audit and/or inspection, shall be retained by the Subcontractor until such litigation, claim or exception has been resolved. ARTICLE VIII-Reports Distribution During the performance of this subcontract, as may be extended from time to time, the Subcontractor shall be responsible for submitting reports in accordance with Article 11 and any other article of this subcontract requiring reports to the individuals identified in the ''Addresses for Reports Distribution" appended hereto as Attachment III. ARTICLE IX-Publicity No publicity matter having or containing any reference to Penn State, or in which the name of Penn State is mentioned, shall be made use of by the Subcontractor until written approval has first been obtained from Penn State, ARTICLE X- Governing Laws This subcontract shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. ARTICLE XI-Disputes Any and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, which the parties shall he unable to resolve within sixty (60) days, shall he mediated in good faith. The party raising such dispute shall promptly advise the other party of such claim, dispute or controversy in a writing which describes in reasonable detail the nature of such dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party, and shall additionally have advised the other party in writing of the name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, the party against whom the dispute shall be raised shall select a mediation firm in Pennsylvania and such representatives shall schedule a date with such firm for a mediation hearing not to exceed one (1) day in length, and less where applicable. The parties shall enter into good faith mediation and shall share the costs equally. If the representatives of the parties have not been able to resolve the dispute within fifteen (15) Page 3 business days after such mediation hearing, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either the Courts of the Common Pleas of Centre County of Pennsylvania or in the United States District Court for the Middle District of Pennsylvania, to whose jurisdiction for such purposes Penn State and Subcontractor each hereby irrevocably consents and submits. Notwithstanding the foregoing, nothing in this clause shall be construed to waive any rights or timely performance of any obligations existing under this Research Agreement. ARTICLE XII -Assignment and Subcontracting Subcontractor shall not assign, transfer or subcontract its interest or obligations hereunder without the written consent of Penn State. ARTICLE XIII- Supersedure This subcontract supersedes and replaces any previous arrangements, oral or written, between the parties hereto pertaining to this subcontract. ARTICLE XIV- Changes The conditions of this subcontract may be changed at any time by mutual agreement. Said changes shall be in the foi in of a duly executed amendment to this subcontract. ARTICLE XV- Review of Human Subjects in Research Projects The Subcontractor assures that adequate safeguards shall be taken whenever using human subjects in research projects and an institutional review committee composed of sufficient members with varying backgrounds to assure complete and adequate review of projects involving the use of human subjects has reviewed and approved the projects. The Subcontractor will abide by all applicable provisions of the U.S. Department of Health and Human Services regarding the use of human subjects. In the event human subjects are required under this subcontract and/or subsequent amendments, the Subcontractor shall forward to Penn State's Contracting Office its most recent institutional review committee written approval. ARTICLE XVI -Review of Animal Welfare in Research Projects The responsibility for the humane care and treatment of laboratory animals used in any research project supported under this subcontract rests with the Subcontractor. The Subcontractor shall comply with the Animal Welfare Act (Pub. L. No. 89-544, 1996, as amended, Pub. L. No. 91-579, Pub. L. No. 94-279. and Pub. I. No. 99-198, 7 U.S.C. 2131 et seg.) and the regulations promulgated thereunder by the Secretary of Agriculture in 9 CFR Parts 1. 2, 3 and 4. The Subcontractor hereby certifies that the project is in compliance with the Animal Welfare Act of 1966 and 9 CFR Subchapter A (Laboratory Animals), as amended; and is reviewed and approved by the Institutional Animal Care and Use Committee. In the event animal subjects are required under this subcontract and/or subsequent amendments, the Subcontractor shall forward to Penn State's Contracting Office its most recent institutional review committee written approval. Page 4 ARTICLE XVII-Penn State Representation Matters concerning compliance relative to performance of this subcontract should be directed to Penn State's Project Director at the following address: Dr. Bruce E. Logan Project Director The Pennsylvania State University 205 Sackett Building University Park, PA 16802 Telephone: (814) 863-7908 Fax: (814) 863-7304 Email: blogan@psu.edu Matters concerning the direction or negotiation of any changes in the tetins, conditions or amounts cited in this subcontract should be directed to Penn State's Contracting Office, or his duly authorized representative, at the following address: Mr. Robert Killoren, Assistant Vice President for Research and Director of Sponsored Programs As represented by: Timothy M. Stodart Contracts and Proposals Specialist Office of Sponsored Programs The Pennsylvania State University 110 Technology Center Building University Park, PA 16802 Telephone: (814) 865-1027 Fax: (814) 865-3377 E-mail: tms21 )psu.edu ARTICLE XVIII- Closeout Requirements The following items, appended hereto as Attachment IV, are required for Subcontract Closeout and shall be submitted along with a Final Technical Report, if applicable, and a Final Statement of Costs Incurred or final invoice itemizing cumulative costs to the individuals identified in Attachment III not later than sixty (60) days after subcontract ending date: • Subcontractor's Release • Subcontractor's Assignment of Refunds, Rebates, Credits and Other Amounts • Inventory of Property • Report of Inventions and Subcontracts • A-133 Certification Payment of Final Invoice shall be withheld pending receipt and acceptance of all Closeout Documents. Page 5 w _. ";,-;;-_,Z__,L__--, ,,-----, 2:-.-- -",,,•.-MM51 , ,-- --2,-,-,, ------, , ----"," ,,,,,,-_-,-"- -,, '''-,--- 6- --, ,--,-,,,,,---- -,--- - -, _,- ,- .- __- - ARTICLE XIX-Order of Precedence If any conflicts or discrepancies should arise in the terms and conditions of this subcontract, or the interpretation thereof, the order of precedence for resolution shall be: (a) Section A; (b) Section B; and Section C. SECTION B Special Prime Agreement Provisions (Check One) Special Provisions are not applicable. X Special Provisions are applicable. Please refer to Attachment V. appended hereto. The terms are modified in that the term "Foundation" means "Penn State"; "Participant" means "City of Redlands"; and "Subcontractor" means "Lower-Tier Subcontractor"; except that the term "Foundation" shall retain its meaning relative to Articles 13, 14, and 20. SECTION C General Provisions and/or Certifications (Check One) X General Provisions and Certifications are not applicable. General Provisions and/or Certifications are applicable. Please refer to Attachment , appended hereto. IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as of the day and year first above written. By An A i rizesSfficial of Penn State By An Authorized Official of Subcontractor i i Name: Robert Robert Killoren Name: Pat Gilbreath Title: Assistant Vice President for Research and Director of Sponsored Programs Title: Mayor Date: August 28, 2001 Date: September 4, 2001 Attest: (5,,c,,c2 or ie Poyz, ity Clerk Page 6 3.0 PROPOSAL FOR PHASE 2 3.1 INTRODUCTION The primary purpose of Phase 2 of this project is to conduct pilot-scale testing at the Crafton- Redlands site in Redlands, CA, of an acetate-fed, packed-bed bioreactor, referred to here as the Penn State University Perchlorate Treatment (PSU-04) System. To fully evaluate scale up and operating considerations, we propose to field test two acetate fed reactors, one packed with sand and the other with plastic media. The Crafton-Redlands groundwater source contains necessary trace minerals for biological growth of perchlorate-reducing bacteria. However, in addition to perchlorate, it contains as competing electron acceptors, dissolved oxygen and nitrate-nitrogen. Dissolved oxygen is the preferred electron acceptor and the system is designed to biologically remove this first in the treatment system. As flow progresses through the reactor, nitrate and perchlorate will be simultaneous removed by the perchlorate-acclimated culture. All three electron acceptors will be removed in the fixed bed reactor by adding an electron donor (acetate) at sufficiently high concentrations to ensure their complete removal. A small amount of ammonia phosphate and ammonia-nitrogen may be needed to satisfy bacterial nutritional requirements. Residual electron donor in the effluent will be removed in a post treatment system (biological aerobic filter). The major questions, or outstanding issues, that need to be addressed during this phase of the project are: • • What are the major design criteria for facilities to reliably remove perchlorate with the tested processes? • How much will the facility cost to construct and operate? Costs of the various processes tested can then be compared with each other to determine what is the best approach to treat perchlorate- laden waters. • How much time is needed to stabilize the process? • How difficult will it be to operate? For example, is it more difficult to operate and maintain process stability than a POTW wastewater treatment facility? • What are the auxiliary needs for this process? Do we need to treat the waste product before discharging to a sewer or stream? • What treatment processes are needed downstream of the bioreactor to produce water that meets drinking water standards? • What Will the primacy regulatory agencies require to approve this process? We have organized this phase into the following major steps: 1. Process design—This includes coordination with AWWARF, other researchers (to share appropriate needs),Utility staff, Penn State, and CDM. Therefore, all of the design details are covered and duplication of effort is avoided. Testing protocol will also be developed in this step. 2. Facility set-up and fabrication—This step mainly requires the City of Redlands and CDM to prepare the site and equipment for testing. Because CDM's pilot facility is located in Long Beach, California, some on-site assistance is available to the City if needed. 3. On-site testing—The primary person staffing the pilot system is from Penn State with assistance from CDM and the City. 5 4. Report preparation—To document the findings from these proposed tests, the standard progress and final reports are part of our plans. Details for various submittals will be worked out with AWWARF staff. 5. Optional—This includes any additional services that may become necessary as the project progresses due to unanticipated operational problems inherent in any research-level effort. 3.2 SITE DESCRIPTION We propose to house the pilot system inside an existing building on the site with GAC contactors. The City of Redlands will furnish the labor, utilities, and necessary equipment to prepare the site for the pilot plant and install any drains or inlet lines needed. The photograph below shows the existing building that will be used for this work. Work needed to prepare the sites includes: • Remove existing equipment from this building • Verify electrical utilities are functioning • Install inlet and drain pipelines • Install pilot equipment and pads,as needed. The water quality at this site is well documented _ as it has been treated for several years to remove TCE and DBCP. We anticipate similar water _" quality to that previously obtained, but we will • obtain water quality data as these wells havirritteW have not operated for several months. 3.3 SYSTEM CONFIGURATION The PSU-04 system consists of a packedbed reactor fed an electron donor(acetate)and essential nutrients dissolved in the water. To ensure long term performance of the system, it has the capability for temporary fluidization of media(sand)or backwashing(plastic random media), depending on the system, to reduce the potential for reactor plugging due to biological growth. Such backwashing will be needed during long term operation to prevent excessive biofilm accumulation leading to reactor plugging. There is also a separate regeneration tank that can optionally be inoculated with perchlorate-reducing microorganisms(PRMs) for reactor bioaugmentation for system start up or PRM biofilm community revival. The regeneration tank is ordinarily a separate tank, but here it will be the same tank used for backwash water in order to minimize site area requirements.The regeneration tank is filled with high • concentrations of acetate(electron donor),nutrients(phosphate and ammonia-nitrogen),and chlorate. When the contaminated water stream entering the packed bed reactor is turned off,the regeneration tank water is recirculated through the reactor. The direction of flow of the regeneration water is preferably in a direction opposite to that of the process water(although this is not known to be a critical factor).If the column is operated in downflow mode the regeneration and/or backwash water is in upflow mode. The purpose of the regeneration tank is to ensure that a high concentration of biomass of PRMs is maintained in the tank. The system should have a feed water equilization basin accessible for returning reactor effluent during startup. A process flow diagram,submitted with Progress report No. 4, is attached as an appendix. 6 the event that backwashing removes too much biofilm for the reactor to be immediately restored to full operation, the regeneration system can also be used to regenerate the biofilm and restore system performance. 3.5.6 Post Treatment Requirements One of the key question is how to meet drinking water standards following perchlorate removal. We plan to have a wide-range of pilot systems available to monitor and treat the water coming from the bio- reactor. For this site and because the City of Redlands has a series of pressure filters with GAC to remove TCE and DBCP, we plan to simulate the impact of the bio-reactor on this system. If needed, other GAC sizes can be tested inside pilot filter columns. Also, CDM can provide processes such as ozone contactors to determine if oxidation can remove excess carbon in the treated water stream. For the waste stream from the bio-reactor, several options are available and should be tested to determine the best and most economical method. Also, CDM plans to contact local regulatory agencies to determine the acceptable discharge limits into neighboring sewer systems. The facilities, costs, and acceptable method will most likely depend on the frequency backwashing is needed for this system. 3.5.7 Assessing Plant Performance The pilot plant design will consider methods to assess plant performance on a frequent basis. This includes installing the necessary sample ports for manual collection of data along with in-line monitors for items such as turbidimeters, pH monitors, and flow meters. Sketches showing the locations, space requirements, drain routing, and valves will be developed to help operators perform duties and monitor performance of the tests and equipment. 3.5.8 Regulatory Concerns The key regulator concern is how to reliably treat perchlorate-laden water to meet current and anticipated drinking water standards. As included and discussed in Project Report No. 4, the State of California has established a rigorous process to prove reliability of significantly impaired water sources. The steps, challenges, strategies, and costs for complying with these strict requirements will be assessed for this project and will be used to compare it with other ongoing AWWARF funded projects related to perchlorate. 4.0 SCHEDULE AND BUDGET The budget for this project is attached, indicating tasks for and Redlands and CDM as subcontracts to Penn State. The personnel on this project, and their areas of responsibility are: Penn State: Bruce Logan, Kijung Kim; CDM: Steve Price, Al Bourquin, Michael Zafer, Phil Davis, and Harold Pepple Redlands: Doug Headrick; A schedule showing the completion of Phase 1, pilot plant development efforts, and field work is attached. 9 \ Phase 2 - Perchlorate Research Fu Ne d d B: A11'1 Activity AWWARF In-KindTotalYar1 Year2 Comment Prepare st|e for p,otpat $ 5,000 $ 2,000 $ 7,000 $ 7,000Cance mg,vrifyu me Assist with installation $ 5,000 $ 2,000 $ 7,000 $ 7,000 Hepmo�i ms itnog mg Op rakett|eequipment $ - $ 2,000 $ 2,000 $ 1,000 $ 1,000 Existing well p mp etc.Asiswimo�m%An $ 5,000 $ 2,000 $ 7,000 $ t70 $ 5,250 Sample collection Laboratory $ 10,000 $ 2,000 $ 12,000 $ 3,000 $ 9,000 Sampe analysis Utilities $ - $ 3,000 $ 3,000 $ 750 $ 2,250 Electrical, wastewater, etc.. Contingency $ 5,000 $ - $ 5,000 $ 5,000 Reerve for unfmsen work ' } Totals $ 30,000 $ 13,000 $ 43,000 $ 2,50 $ 22,500 70■ 30% , ( } \ , ( . } ( ( . . \ } \ . \ • ID Duration man 9/06-10%0011/00 1.2/00 1/01 2/01 3/01 4/01 5/01 6/01 7/01 8/01 9/01 10/01 11/01 12/01 1/02 2/02 3/02 4/02 5/02 6/02 7/02 8/02 9/02 10/02 1 1 day Fri VIM) 2 121 days Fri 9/1/00 f 3 60 days Fri 9/1/00 4 30 days Fri 11/24/00 5 34)days Fri 1/5/01 . I 6 7 0 days Fri 911/00 $ 45 days Fri 1 1/24/00 LIS • .. 9 30 days Fri 12/15/00 10 30 days Fri 12/15/00 11 45 days Fri' 1/26/01 , 12 30 days Fri 3/30/01 , 13 10 days. Fri 5/11/01 , 14 140 days Fri 5/25/.01 15 10 days- Fri 12/28/01 16 90 days Fri 1/11/02 . . .. . 17 60 days Fri 5/17/02 18 60 days Fri 8/9/02 19 195 days Mon 8/13/01 i i Project Schedule Penn State University Camp Dresser and McKee Inc Application of Bioreactor Systems to Low-Concentration Perchlorate-Contaminated Water (Phase 1 and 2) City of Redlands,California , . ATTACHMENT U STATEMENT OF EXPENDITURES April 1, 1998 THROUGH April 30, 1998 FUND NAME: FUND NO.: CONTRACT NO.: AWARD AMOUNT: EXPENDITURES EXPENDITURES CA l'EGORY THIS PERIOD TO DA1E Salaries Total Salaries Supplies Communication Services Domestic Travel Printing & Copying "SAMPLE" Capital Equipment Software Fringe Benefits Total Direct Costs Indirect Costs Total Costs Cost Sharing Total Costs Certification 1 hereby certify that all payments requested are for appropriate purposes in accordance with the agreement set forth in the application and award document." Signature: Date: Page 7 -_ - ATTACHMENT III ADDRESSES FOR REPORTS DISTRIBUTION Report Mail To Copy To Progress Report 1 2 Note A Final Report (Draft &Approved) 1 2 Note A Monthly Invoices 3 Final Invoices 3 Subcontractor's Release 2 Subcontractor's Assignment of Refunds, Rebates, 2 Credits and Other Amounts Inventory of Property 2 Report of Inventions and Subcontracts 2 1 A-133 Certification 2 1. Dr. Bruce E. Logan Project Director The Pennsylvania State University 205 Sackett Building University Park, Pennsylvania 16802 Telephone (814) 863-7908 2. Timothy M. Stodart, Contracts and Proposals Specialist Office of Sponsored Programs The Pennsylvania State University 110 Technology Center Building University Park, Pennsylvania 16802 Telephone (814) 865-1027 FAX 814-865-3377 E-Mail: tms21 ,,psu.edu 3. Manager Research Accounting The Pennsylvania State University 120 South Burrowes Street 313 Rider Building University Park, Pennsylvania 16801 Res-Acct@psu.edu Note A - The Subcontractor shall provide only a copy of the transmittal letters for satisfying this requirement of the Reports Distribution. Page 8 -- • • ,ft.4,,,,,,,4k,,:twt-4mqmgosmvistmotnemonsommt ATTACHMENT IV CLOSEOUT DOCUMENTS Page 9 SUBCONTRACTOR'S RELEASE Prime Award No. 2577 Subcontract No. 2048-CR-AWWA-2577 Pursuant to the terms of Subcontract No. 2048-CR-AWWA-2577 and in consideration of the sum of which has been or is to be paid under the said subcontract to the City of Redlands(hereinafter called the Subcontractor) or to its assignees, if any, the Subcontractor upon payment of the said sum by The Pennsylvania State University, University Park, Pennsylvania(hereinafter called the Contractor) does remise, release, and discharge the Contractor, its officers, agents and employees, of and from all liabilities, obligations,claims,and demands whatsoever under or arising from the said subcontract,except: 1. Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Subcontractor, as follows: 2. Claims,together with reasonable expenses incidental thereto, based upon the liabilities of the Subcontractor to third parties arising out of the performance of the said subcontract, which are not known to the Subcontractor on the date of the execution of this release and of which the Subcontractor gives notice in writing to the Contractor within the period specified in the said subcontract. 3. Claims for reimbursement of costs (other than expenses of the Subcontractor by reason of its indemnification of the Contractor against patent liability), including reasonable expenses incidental thereto, incurred by the Subcontractor under the provisions of the said subcontract relating to patents. The Subcontractor agrees, in connection with patent matters and with claims which are not released as set forth above, that it will comply with all of the provisions of the said subcontract, including without limitation those provisions relating to notification to the Contractor and relating to the defense or prosecution of litigation. IN WITNESS WHEREOF, this release has been executed this day of , 20 . SUBCONTRAC1 OR By Title CERTIFICATE , certify that I am the of the corporation named as Subcontractor in the foregoing release; that who signed said release on behalf of the Subcontractor was then of said corporation; that said release was duly signed for and in behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. (CORPORATE SEAL) Page 10 SUBCONTRACTOR'S ASSIGNMENT OF REFUNDS,REBATES, CREDITS ANT)OTHER AMOUNTS Prime Award No.2577 Subcontract No.20 It-A A-2577 Pursuant to the terms of the subcontract in consideration of the reimbursement of costs and payment of fee, as provi tied in thesubcontract and any assignment thereunder, the City of Redlands (hereinafter called the Subcontractor)does hereby: Assign,`transfer,set over and release to The Pennsylvania State University,University Park,Pennsylvania (hereinafter called the Contractor),all right,title and interest to all refunds,rebates,ct.edits or other amounts (including interest thereon)arising out of the performance of the said subcontract,together with all the rights of action accrued or which may hereafter accrue thereunder. 2. Agree whatever action may be necessary to effect prompt collection of all refunds,rebates,credits or other amounts(Mc! any interest thereon)due or which may become due,and to promptly forward to the Contractor checks(made payable to The Pennsylvania State University,University Park,Pennsylvania)for any proceeds so collected. The reasonable costs of any such action to effect collection shall constitute allowable costs when approved by the Contractor as stated in the said subcontract and may be applied to any amount otherwise payable to the Contractor under the terms hereof. 3. Agree to cooperate fully with the Contractor as to any claim or suit in connection with refunds,rebates, credits or other amounts due(including any interest thereon);to execute any protest,pleading, cation,power of attorney or other papers in connection therewith;and to permit the Contractor to represent it at any hearing,trial or other proceeding arising out of such claim or suit. IN WHEftEOF,this assignment has been executed this day of , . Subcontractor By Title CERTIFICATE I, , certify that I am the of the corporation named asSubcontractor in the foregoing release; that who sig* F said release on behalf of the Subcontractor was then of said corporation;that said release was duly siw ' # for and in behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. (CORPORATE SEAL) Page I l • SUBCONTRACTOR A-133 CERTIFICATION Subcontractor Name: City of Redlands • Subcontract No.: 2048-CR-AWWA-2577 The undersigned,being an authorized financial officer of the referenced Subcontractor, hereby certifies that: The Subcontractor's total Federal expenditures for fiscal year ending do not exceed$300,000.00 a fiscal year. The Subcontractor is exempt from Federal Audit requirements for the subcontract Period of Performance. The Subcontractor has had an A-133 compliance audit for fiscal year ending and has not been informed of any instances of non-compliance with federal laws and regulations that have a direct bearing on this subcontract_ A COPY OF THE SUBCONTRACI OR'S WRITTEN NOTIFICATION AS PROMULGA IED IN SUBPART C.SECTION .320(e)(2)OF OMB CIRCULAR A-133 IS A I-1 ACHED. The Subcontractor has had an A-133 compliance audit for fiscal year ending and has been informed of instances of non-compliance with federal laws and regulations that have a direct bearing on this subcontract. COPIES OF THE SUBCONTRAC1OR'S WRITTEN NOTIFICATION AND REPORTING PACKAGE AS PROMULGATED IN SUBPART C, SECTION .320(e)(1)AND (2)OF OMB CIRCULAR A-133 IS Ar!ACHED. The Subcontractor has not yet completed an A-133 compliance audit for fiscal year ending . The audit is to be completed by . A COPY OF THE SUBCONTRACTOR'S WRITTEN NOTIFICATION AND,IF APPLICABLE,THE REPORTING PACKAGE WILL BE FORWARDED TO PENN STA IE WHEN AVAILABLE. Typed Name and Title Date Signature Page 12 THE PENNSYLVANIA STATE UNIVERSITY INVENTORY OF PROPERTY FOR SUBCONTRACT NO. 2048-CR-AWWA-2577 PRIME CONTRACT NO. 2577 FROM TO Please check whether property was acquired under the above referenced Subcontract. If property was acquired,please complete the requested information below. NO Property was acquired under this Subcontract. YES Property was acquired under this Subcontract. Please complete the information requested below. Description Manufacturer Model Number Serial Number Date Purchased Dollar Amount Signature Date Title t4 4:1 40 Form Approved 0 REPORT OF INVENTIONS AND SUBCONTRACTS , OMB No 9000-0095 wl, (Pursuant to"Patent Rights"Contract Clause(See Instructions on Reverse Side) Expires July 31, 1995 Public reporting for this collection of information is estimated to average 1 hour per response,including the time for reviewing instructions,search existing data sources,gathering and maintaining the data needed and completing and reviewing the 6t,tii collection of information, Send comments regarding this burden estimate or any other aspect of this collection of information,including suggestions for reducing this burden,to Washington Headquarters Services,Directorate for Information (,)* MI Operations and Reports 1215 Jefferson Davis Highway,Suite 1204,Arlington,VA 22203.4302,and to the Office of Management and Budget Paperwork Reduction Project(9000-0095),Washington,DC 20503, ita, PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN COMPLETED FORM TO THE CONTRACTING OFFICER. o Ot Is NAME OF CONTRACTOR/SUBCONTRACTOR c,CONTRACT NUMBER 2a.NAME OF GOVERNMENT PRIME CONTRACTOR c.CONTRACT NUMBER 3,TYPE OF REPORT[X one) (aa ais a INTERIM b.FINAL zst b.ADDRESS(include ZIP Coda) el. AWARD DATE(YYMMDD) b.ADDRESS(Include ZIP Code) 5,AWARD DATE(YYMMDD) 4, REPORTING PERIOD(YYMMOD1 , a. FROM b. TO SECTION 1 -SUBJECT INVENTIONS 4 5."SUBJECT INVENTIONS" REQUIRED TOE REPORTED BY CONTRACTOR/SUBCONTRACTOR(If"None" so state) ELECTION TO FILE I PATENT APPLICATIONS DISCLOSURE NUMBER, 5. CONFIRMATORY INSTRUMENT OR PATENT APPLICATION ASSIGNMENT FORWARDED NAME(S)OF INVENTOR(S) TITLE OF iNVENTION(S) SERIAL NUMBER OR TO CONTRACTING OFFICER 0 (Last,First,RI) PATENT NUMBER (I)UNITED STATES (2)FOREIGN e, S. b, c. _ (a)YES (5)NO (4)YES (DINO (9 YES . (2)NO . V' At 0 Iti ik 0 E ig _ t'l I EMPLOYER OF INVENTIOR(S)NOT EMPLOYED BY CONTRACTOR/SUBCONTRACTOR TI._ELECTED FOREIGN COUNTRIES IN WHICH A PATENT APPLICATION WILL BE FILED _ itili (1)(a)NAME OF INVENTOR(Last,First,Ml (2)(a)NAME OF INVENTOR(Last,First,1.1) (1)TITLE OF INVENTION (2)FOREIGN COUNTIRES OF PATENT APPLICATION ial 1 W (b)NAME OF EMPLOYER (5)NAME OF EMPLOYER 1 ..,., (c)ADDRESS OF EMPLOYER(Include ZIP Cede) (c)AL/DRESS OF EMPLOYER(Include ZIP Code) Pr 0 SECTION II-SUBCONTRACTS(Containing a"Patents Rights" clause) 4 k o s,SUBCONTRACTS AWARDED BY CONTRACTOR/SUBCONTRACTOR It"None" so state t I.SUBCONTRACT DATES(YYMMOD) it SUBCONTRACT DRAR'PATENT RIGHTS" 5. DESCRIPTION OF WORK TO BE (2)ESTIMATED NAME OF SUBCONTRACTOR(S) ADDRESS(Include ZIP Code) NUMBER(S) (1)CLAUSE (2)DATE PERFORMED UNDER SUBCONTRACT(a) (1)AWARD COMPLETION It, a . 5, C. NUMBER (YYMMDO) le ' • lo SECTION III•CERTIFICATION 7. CERTICATION OF REPORT BY CONTRACTOR/SUBCONTRACTOR(Not required if Small Business or Non-Profit organization.)(X appropriate box) 1, a. NAME OF AUTHORIZED CONTRACTOR/SUBCONTRACTOR OFFICIAL(Last,First,MI) c. I certify that the reporting party has procedures for prompt identification and timely disclosure of"Subject Inventions,'that such procedures have been followed and that all"Subject Inventions"have been reported. P. a ti b, TITLE " d. SIGNATURE e, DATE SIGNED i nn Form RAP npr OP PREVIOUS EDITION IS OBSOLETE. , . 1 1998 by and between American Water Works Association Research Fo F.• -xi'er the "Foundation"), a Colorado non-profit corporation whose 8+:• -• of business is located at 6666 W. Quincy Avenue,Denver,Colo r. Pennsylvania State University (hereafter the"Participant") -' - ,whose principal place of business is located at 216 Sackett Building, •' Park, PA 16802. * * _. q I IIS I I •- I. DEFINITIONS For purposes of this Agreement,the terms and definitions detailed below, and throughout this Agreement shall control: A. The term "Derivative Work" is defined as a work of authorship that is based on any pre- existing written report, study, test result or other work of authorship, and that modifies, transforms, or recasts that pre-existing work so as to alter it in any way. B. The term "Educational Purpose" is defined as any non-commercial and non-profit use of Intellectual Property including,but not limited to, a Foundation owned publication or report, as defined by Art. I., Para. D. below as a research tool and/or reference, or to inform the drinking water community, water utility personnel and the general public of the outcome of this Project. C. The "Foundation" is a non-profit corporation organized to sponsor practical applied research on behalf of the drinking water industry through planning, managing,and funding research and development regarding the subject of drinking water. It shall be defined to include all officers, directors, employees,volunteers, independent contractors (with the exception of the Participant),affiliates, agents,and related entities of the American Water Works Association Research Foundation. D. The term"Intellectual Property" shall be defined as all inventions, innovations, creations, works, reports, figures,tables,processes, designs, methods,formulas,drawings,plans,technical data, specifications, logos,computer programs, computer chips and circuits,whether or not protectable through patent, copyright,trademark or mask work and whether produced in any medium now known or hereafter produced or developed _ E. The "Participant" shall be defined as the named individual(s) and/or entity(ies) described in the introductory paragraph of this Agreement or the party(ies) entering into this Agreement with the Foundation. The singular form of Participant shall include all individuals and entities detailed herein. The Participant shall include all officers, directors, employees, affiliates,and agents of the Participant. F. The "Principal Investigator"shall be defined as the Participant's employee,as specifically designated herein, with primary responsibility for ensuring that all terms and conditions of this Agreement are met and to whom notice of insufficiencies shall be given by the Foundation. G. The "Project"shall be defined as the work to be completed by the Participant pursuant to this Agreement and as described more specifically in the Project Proposal. - - _ • H. The"Project Advisory Committee" or "PAC" shall be defined as a group of volunteers gathered by the Foundation to provide technical review,assistance and/or expertise to the Foundation regarding the Project. 1. The"Project Manager" shall be defined as the Foundation's employee(s), as specifically designated herein,,with responsibility for reviewing all actions taken by the Participant and as having authority to communicate all Foundation decisions concerning the process, procedure, scheduling requirements, funding requirements, and outcome of the Participant's Project. J. A"Subcontractor" shall be defined as any individual or entity,with whom the Participant shall separately contract,to complete one or more specific tasks required by the Project. K. Definitions for terms included in Exhibit F are included herein by reference. P" "• The"Project Proposal" shall be defined as the initial request ' e Participant for funding and shall include all relevant correspondence and/or other • communications subsequent to that request but prior to the execution of this A cut. The Participant-shall perform research and prepare written reports concerning that earch as detailed by the Project Proposal attached as Exhibit A to this Agreement. flMM0WW'ork. This document shall be prepared by the P cipant and may be a Derivative Work of the Project Proposal. It shall be submitted . the Foundation within thirty (30)days of the execution of this Agreement. The Scope o fork shall be used by the Foundation for informational purposes. In the event an di nflict exists between this Agreement and the Project Proposal or the Scope of Work, the U sof this Agreement shall control. 3. Project Personnel. The Principal I 'gator shall be: Bruce E.Logan,Ph.D.,Professor located at,The Pennsylvania State Unive ,216 Sackett Building, University Park,PA 16802,. (814) 863-7908. No changes or substons for this position shall be made for any reason without the prior written approval c Foundation including,but not limited to, sabbatical or other extended absences. Furth:. changes in any essential personnel(coinvestigators, subcontractors, etc.) identifi- • the Project Proposal,require prior written approval from the Foundation. The Project .ger shall be: Frank Blaha,however,the Foundation may change the Project Manager fi-. time to time as deemed necessary by the Foundation without the Participant's approv. . All technical communications by the Participant to the Foundation shall be conducted thro a the Principal Investigator and shall be directed to the Project Manager. Corrununicatio• garding contractual or administrative matters shall be conducted through Paul M.Antolos ,Office of Sponsored Programs, 110 Technology Center,University Park, PA 16802(8 863-0681 and shall be directed to the Project Manager. 4. Time of Performance. All Project tasks, reports, and other obligations shall be c• pleted by the Participant as detailed on Exhibit B to this Agreement unless amended by the utual written agreement of the parties. The Foundation retains the option to temporarily - • . • , . CL II perynicin naz nun LiCeMeehigiisiommiiiikA. st Any and all questionnaires and/or survey instruments to be used in this Project rintIct he submitted to the Foundation for review and approval prior to distribution_ .. �, 6. Periodic Reports. The"Periodic Reports"shall be defined as written st maries submitted t ►ut the Project by the Participant and to the Foundation posuant to a schedule determined by this Agreement The Participant shall provide Periodic Reports to the Foundation pursuant to the schedule detailed by Exhibit B and as defined in this Agreement. Six (6)copies of each reqs Periodic Report shall be provided to the Foundation..Each Periodic Report shall include a Status Report,Budget Report,and Outreach Report. Periodic ports must provide sufficient irdin-iriation to allow the PAC and the Foundation to�' evalu t reasonable discretion,the ss and quality of the work completed as detailed by Art,II.,Para#6.a. and b. u StatuaReports. The purpose of each Status Report is to record the work completed and document the execution of the tasks and activities described in this Agreement.The Status Report shall describe the progress of the Project,document the.tasks accomplished,detail any problems encountered by the Participant,and provide a brief overview of the next period's work to be completed: Each report must be sufficiently detailed to allow the Foundation to monitor the Participant's performance on the Project,including quality assurancequality control activities as outlined in the Quality AssuranceProjett Plan (t2Aj"P (Exlibit G) The Status Report should follow the format of theFormation's Format-Style Guide for Preparing Research Reports,as may be edited Prot time to time. In addition,the Status Report shall include,on a three and one-half(3.51 computer disk using WordPerfect®car Microsoft Word®word processing format,a one(1)page summary of the Status Report suitable for distribution by the Foundation to its subscribers on the Internet_ h. Budget Reports. Each Budget Report shall be in the form detailed by Exhibit C to this Agreement. _ !. . . :: _. approoludisusrarialintoliniihrariamaladminaa (l) All expenses,whether for cash or in-kind services,must be detailed by these Reports. (2) The final Budget Report submitted must reconcile all payinentsxnade,Project . ants incurred,and all in-kind contributions as detailed in die woject proposal. c Ouch teports:The purpose of the Outreach Report is to provide hiformation on presentatiOns,papers,reports,etc.related to the Project. A comprehensive list of prase nations made or papers,reports,etc. submitted during the course of the Project includinga copy of any such presentation,paper,or report,as detailedin Art.II.,Para. 14.d., must beJude d in this section and updated for each period including information on where and vilant prot. ted or submitted. 7. p' Project Report/Drafts. The Final Project Report is the offmial report detailing the results aft Project. The report shall include all relevant materials and metlaldology,results, innovation,inventions,conclusions,recommendations,and data=sidling from the Project. Further,theparties agree the target audience for these documents is the drinking water community. As a result,the report must include a clearly identified section explaining the practical benefits of the Project results to the drinking water comm r t . The Participant shall submit a tlime and one-half inch (3.5")computer disk for each Final Prat Report draft and the Final Project Report contained on it in WordPerfect®or Microsoft Word®word processing for sibmission of the Final Project Report are as follows: a. Format. The content, form and format shall follow the Foundation's Format-Style Guide for Preparing Research Reports, as may be edited from time to time. Strict adherence to this guide is required. b. Format Sample. This report detailing the Final Report's format, and utilizing the format described in Art. II., Para. #7.a. above, shall be submitted to the Foundation pursuant to the schedule detailed by Exhibit B. This report shall include examples of the front matter, text, equations, figures,tables, and references as described in the Format-Style Guide for Preparing Research Reports. c. Final Project Report Draft. A Final Project Report draft shall be submitted for review, in the format detailed by Art. II., Para. #7.a. above,pursuant to the schedule detailed by Exhibit B. The Participant shall submit six (6)copies of this draft, bound or on three-hole punched paper. Additional drafts of this report may be required by the Foundation pursuant to Art. H.,Para #9. below in order to address the Foundation's comments or questions. d. Final Project Report. The Participant shall submit one(1) original Final Project Report , and two (2)copies unbound and on=drilled paper,pursuant to the schedule detailed by Exhibit B,and with all explanations and/or revisions requested by the Foundation pursuant to Art_ 11., Para. #9 of this Agreement. (1) Additional form and/or style standards may be required and/or made by the Foundation. (2) The Participant shall review the edited Final Project Report and respond to any formatting or editorial questions posed by the Foundation within a timeframe negotiated with the Project Manager(usually 21 days). The Participant shall also correct and/or change any camera-ready figures as required by the Foundation to conform to publishing formats as detailed by Art. II.,Para. #7.a. (3) The Foundation may forward the Final Project Report, as prepared for publication, to the Participant for review. In this event, the Participant shall use its best efforts to review the report in a timely manner as reasonably requested by the Foundation. . . by Exhibit D. This two (2)page profile will '. -• • . -. or inclusion in the Foundation's Project ' t• . parties agree that the target audience for this Project Profil water community. As a result,the profile must include a clearly identified .• • — •• • . . . _ 9. Review of all Written Materials and Alterations. All drafts and final documents shall be reviewed by the Foundation. The Foundation shall have the right to require Participant to respond to the Foundation's (including the PAC's)technical review of written material either by providing explanations of technical information or by responding to reasonable requests for revisions to technical reports. The Foundation shall also have the right to require grammatical, thp. Prilinciatinn - _ - --- Furthermore,the Participant agrees to respond to all technical and/or editorial comments made by the Foundation within the time periods detailed on Exhibit B of this Agreement. In the event the Foundation requests that the Participant make alterations to any document detailed in Exhibit B, including,but not limited to, the Project Proposal, Scope of Work,Periodic Reports, Format Sample draft,Final Project Report draft,Final Project Report, or Project Profile, the Participant shall be required to submit another draft of the requested document, with the requested alterations,within six (6)weeks of any such request. Whether a new draft is required shall be determined at the sole reasonable discretion of the Foundation. 10. Accuracy of Testing. The Participant shall use its best efforts to ensure that all data and test results developed during the course of this Agreement and included,or relied upon, in the Final Project Report are accurate to the best of its knowledge,information and belief. Since this is an EPA funded project, a written quality assurance project plan (QAPP)will be submitted to AWWARF before sample analysis begins. The QAP will conform to the guidelines in Exhibit G and the EPA manual for writing quality assurance plans. The QAPP will be reviewed by EPA. In the event the Participant obtains any data, test result, information derived from such data.or test results,or other information to be included in the Project from water utilities or any Subcontractor,the Participant will utilize reasonable and customary efforts to ensure the accuracy of theinformationobtained. • responsible for a) describing-in full and in writing the understanding Of the parties for ent g into a cooperative relationship for purposes of this Project, (b) granting the participati i tility the right to review the Project's use and conclusions concerning that organization's . and/or test results,and (c) provide the participating utility with the reasonable opport to correct, or if correction will take an unreasonably long time, to respond to, any probl.. • difficulties uncovered by the data, information, or test results, all of which must occ - • 'or to the publication or use of such information. This provision shall apply to - .4 water utility participating in any manner with the Project, including,but not Ii •• =.• to,providing services, data,materials for testing,test results, or documentation. The ' icipant shall be responsible for providing letters for each participating utility confirming t• ey have been made aware of the nature of the cooperative relationship and have revicwe. :11 applicable data,information, or results as described in this Paragraph. Letters of co .tion must be received by the Foundation prior to submittal of the Final Project ' ..rt draft and must include the signature of a representative for the participating utility. 12. Compensation. The total co • .lion to be paid by the Foundation to the Participant for this Project shall beallinn• d nited States currency. In no event shall compensation exceed this amount All disbur ents shall be utilized solely for the purposes detailed by this Agreement The compensa . is composed partially of funds advanced through The. Environmental Protectio• • gency and so is subject to the requirements of Section 2(d) of the Prompt Payment Act . . 97-177). As such,compensation m1 not be utilized to pay late fees or interest paym• . The Participant agrees to provide ( dollars) in in-kind services for the Project. disbursements to the Participant shall be mailed to the following address: James Man- • , ' esearch The Pennsylvania State University, Accounting Office, 120 S. Burrower * 313 Rider Bldg., University Park, PA 16801. . Advance, 41111111Ishall be paid to the Participant upon execution of this Agreement. . . . . . _ . included in Exhibit A. The Participant's request for payment must identify and displa .11 cash and in-kind contributions committed to the Project during each period on the Foundation Budget Report. No payment will be disbursed by the Foundation unl and until each Periodic Report is received and accepted as detailed by Art.II.,Par c. fbove. The final request for payment must reconcile all payments made, ' - costs incurred, and in-kind contributions. All requests for reimbursement for $ rty, equipment, supplies,travel costs, and other expenses shall comply with the requ' ents of OMB Circular A-HO, as amended from time to time. (1) The initial payment detailed by Art. 11., Para. # .. is to be carried over as an advance into each period and to be reconciled in • ast period's request for payment. (2) The Foundation shall withhold twen . rcent(20%) of the total compensation from disbursement to the Participant 0 f of this amount,or ten percent (10%), will be disbursed to the Participant u•-• receipt of the Final Project Report draft_ The other one-half or ten percent(10%) • the total compensation will be disbursed to the Participant after Participant respo •s to editor queries and provided all tasks are performed as detailed in this A ent and termination is not caused by the Participant's breach of this • . cement c. Final Payments. Sub • nt to response to editor queries but no later than within thirty (30) days of the Terrnina • Date, as defined by Art. 11.,Para. #16., provided termination is not caused by the Part.' • t's breach of this Agreement which is not cured,the Foundation shall make all final • ents required. d. Payment ubcontractors. Payment for services of any and all Subcontractors shall be the P pant's sole obligation and responsibility. The Participant hereby indemnifies the Fon• tion for any liability concerning such payment e. wable Expenses/Costs. The allowable expenses or costs of performing this • cut will be determined in accordance with the terms herein and the principles set $ in the Federal Acquisition Regulation (FAR)at 48 CFR Subpart 31.3 governing Accounting.13. The Participant and all Subcontractors shall maintain accurate accounting information and financial records regarding the Project according to Standards for Financial Management Systems set forth in Attachment F to Office of Management and Budget (OMB) Circular No. A-110, Subpart C. 21 (1995). The retention and access requirements for records set forth at OMB Circular No. A-110, Subpart C. 53 (1995) shall apply to this Agreement The Foundation and/or its agents shall have access to such records at any reasonable time during normal business hours. 14. Proirieta RI hts to Intellectual Pro . The Foundation's primary purpose in funding this Project through the Participant is to further scientific and technological knowledge in the area of research covered by this Project. Rights to patentable inventions, including software inventions, made under this Agreement are subject to the provisions of 37 CFR Part 401 (1995) and any CRADA between the EPA and the Foundation as specified by Exhibit F to this a. Foundation's Intellectual Property. Parties intend that the Foundation shall own all U.S. and world-wide copyright in the Scope of Work, all Periodic Reports, the Format Sample,the Final Project Report, the Project Profile, all drafts of these works and reports, and all computer software developed as a deliverable for this Project. Such property is hereafter referred to as"Foundation's Intellectual Property". None of the Foundation's Intellectual Property shall be distributed by the Participant without the prior written approval of the Foundation. The Participant shall execute whatever documents arc required in order to comply with this Paragraph, including, but not limited to, assignments as necessary for any world-wide copyright protection. (1) The Foundation hereby grants the Participant a royalty free,non-exclusive license to utilize the Foundation's Intellectual Property solely for Educational Purposes as defined in Article LB. above. • (2) Other than for Participant's use as specified in Art. II.,Pam. #14 (a) (I) above, any use, distribution,presentation, or publication of the Foundation's Intellectual Property may not occur without the prior written authorization of the Foundation. As the Foundation is highly interested in the distribution of the information developed through this Agreement,reasonable requests to present portions of the Foundation's Intellectual Property will be seriously considered. . (3) The U.S. Government is granted those Intellectual Property rights detailed by . OMB Circular A-110 regarding Intangible Property and by 37 CFX 401 et seq. Concerning patents and inventions unless waived by the Environmental Protection Agency. b. Participant's Intellectual Property. Except as otherwise detailed by Paragraph #14.a. above, or as described by Exhibit F attached to this agreement,all patentable inventions and improvements shall be considered Participant's Intellectual Property,including, but not limited to, the right to file for patent registration. The Participant shall be responsible for any and all disclosures required to the U.S. Government pursuant to 37 CFR 401. If the Participant intends to abandon its rights to any of Participant's Intellectual Property, Participant shall assign to the Foundation those rights not accruing to the United States Government under 37 CFR Part 401. Participant shall not withhold any findings based on Participant Intellectual Property,patentable or otherwise,from works and reports detailed in Art. II., Para. #6. And#7. if such information is relevant to the project findings as detailed in Art. II,Para#7. The Participant shall have the burden of demonstrating the existence of confidential information and/or,trade secrets should it designate information as such by legend and that designation is questioned by the U.S. Government. c.- Jointly Owned Intellectual Property. For the purpose of allowing both the Foundation and the Participant to make use fully of all Intellectual Property which is not defined above as owned by either party solely, certain Intellectual Property shall be considered Jointly Owned Intellectual Property. The Foundation and the Participant may utilize such property for any and all purposes throughout the world. Further,the Participant hereby grants to the Foundation's subscribers a nontransferable, nonterminable, and nonexclusive license, without royalty,to utilize Jointly Owned Intellectual Property. The Participant shall execute whatever documents are required in order to comply with this Paragraph, including, but not limited to, assignments as necessary for any world-wide copyright protection. Jointly Owned Intellectual Property is defined as: (1) all Intellectual Property developed during the term of, and pursuant to,this Agreement which is not defined above as Foundation's Intellectual Property, Participant's Intellectual Property,or as U.S. Government's Intellectual Property as detailed in Art. II. Para.#14.a. (3) above. Please note: the Foundation shall own only the copyright in those works,reports,and computer software detailed in Art. II, Para. #14.a. above;information reported in these documents such as innovations, creations, processes,designs,methods,formulas,plans,technical data, and specifications shall be considered Jointly Owned Intellectual Property. (2) the Project Proposal,excluding the statement of qualification and resumes. d. Publication of Jointly Owned Intellectual Property. The Foundation encourages the Participant to publish Jointly Owned Intellectual Property based on this Project and to utilize Foundation's Intellectual Property for Educational Purposes as detailed in Art. I,Para.B. Any publication of Foundation Intellectual Property must comply with the requirements of Article IL,Pam.#14.a. (1)— (2)above. The Participant agrees to comply with the following steps prior to such distribution,presentation,or publication: . . (1) The Participant hereby agrees to provide to the Foundation copies of any such publication or presentation of Jointly Owned Intellectual Property at least three (3) weeks prior to submission of such publication or presentation. (2) The Participant agrees and understands that it shall not dispose of or injure the Foundation's rights to Jointly Owned Intellectual Property or the Fmmdation's Intellectual Property, including,but not limited to,any computer software,by any • presentation or publication of such property and shall take all steps necessary to preserve such rights of the Foundation. This Paragraph shall not prevent the Participant or the Foundation from transferring its undivided one-half share of the Jointly Owned Intellectual Property to a publication. (3) In the event the Participant publishes Jointly Owned Intellectual Property and is required by the publisher to assign its copyright ownership to the work,the Participant agrees to include the following or similar language on any_copyright assignment: The submitted manuscript[publicationlipresentation]has been made possible through funding from the American Water Works Association Research Foundation. The information contained herein is based upon Intellectual Property which is jointly owned by The Pennsylvania State University and the Foundation. The Foundation retains its right to publish or produce the Jointly Owned Intellectual Property in part or in its entirety. e. Student Thesis. In the event a college or graduate student is employed by Participant to work on the Project contemplated by this Agreement and that student completes a thesis, dissertation, or report relating to this Project, solely for Educational Purposes,the student shall own the copyright in that thesis or report. In the event a portion of Foundation Intellectual Property is included in that thesis or report, the Foundation hereby grants the student a nonexclusive license to utilize that Foundation Intellectual Property for the specific thesis or report. The student must obtain proper authorization from the U.S. government, where necessary,to utilize any Intellectual Property owned by the federal government r.lircilant to OMB Circular A-110 and 37 CFR 401 et seq. f. Copyright Notice. Any Jointly Owned Intellectual Property,or Derivative Works thereof, utilized by the Participant or the Foundation shall include a United States' copyright notice of ownership as detailed below: 2000 [or date of publication], AWWA Research Foundation and The Pennsylvania State University ALL RIGHTS RESERVED g. Participant's Acknowledgment. Any public presentation or publication by the Participant, including a student writing a thesis, dissertation, or report, based on the parties' Jointly Owned Intellectual Property, Participant's Intellectual Property or any portion of the Foundation's Intellectual Property,shall include the following,or a similar, statement acknowledging the Foundation for providing financial and administrative support: The The Pennsylvania State University gratefully acknowledges that the AWWA Research Foundation is the joint owner[owner]of the[certain]technical information upon which this publication[manuscript][presentation]is based The The Pennsylvania State University thanks the Foundation and the U.S. government, through-the Environmental Protection Agency for its financial, technical, and administrative assistance in funding and managing the project through which this information was discovered h. Disclaimer. All publications and presentations utilizing the Foundation's Intellectual Property or the Jointly Owned Intellectual Property shall include the following disclaimer: The comments and views detailed herein may not necessarily reflect the views of the AWWA Research Foundation, its officers, directors, affiliates or agents, or the views of the U.S. Federal Government. - - 15. Originality. The Participant shall use its best efforts to warrant that it, and its Subcontractors,are the sole creator(s) and originator(s)of any Intellectual Property created or utilized during the course of the Project referenced in this Agreement;none of those rights have been bargained,sold, or conveyed in any other manner to any person or entity except as detailed and permitted by this Agreement. Further,the Participant shall use its best efforts to ensure that no portion of this Project, including any portion completed by Subcontractors,infringes upon the Intellectual Property rights of any other person or entity or violates the common law or statutory right, title,or interest of any person or entity. 16. Termination. This Agreement,except for those provisions which,by their own terms, extend beyond the life of this Agreement, shall terminate upon the Foundation approving the Final Project Report and the completion of all scheduled events as detailed in Exhibit B. The Termination Date shall be the date upon which all scheduled events have occurred and no further work remains to be completed pursuant to this Agreement. This Agreement,however,may be terminated earlier if both parties agree the Project is no longer technically feasible or if Participant has failed to comply with the terms and conditions of this Agreement. If the Participant or any Subcontractor has any of the Foundation's funds remaining, such funds, excluding those committed for noncancellable obligations, shall be returned with the accounting. Further,the Foundation shall not be responsible for any expenditures made by the Participant or its Subcontractors after the Termination Date. a. Breach/Below standard performance. If the Foundation reasonably determines that the Participant, or any Subcontractor, is not in compliance with its contractual obligations under this Aereement, the Foundation may so notify the Participant in writing at any time. b. Failure to cure. If the Participant fails to eliminate problems detailed by the Foundation, or fails to cure a breach of this Agreement,within thirty (30) days of the Foundation's notice,this Agreement shall terminate. The "Termination Date" shall be the date on which the thirtieth (301h) day falls. eliLRe1uLa0L0E In the event of early termination, the Participant shall provide, within thirty(30) days, to the Foundation legible copies of all Foundation Intellectual Property and Jointly Owned Intellectual Property. Further,Participant shall provide copies,and originals where the Participant has abandoned,or otherwise lost,its rights to patentable inventions or discoveries, as provided by 37 CFR 401 et. seq.,to the Environmental Protection Agency. Such information shall be provided in whatever medium is reasonably designated by the Foundation or the Environmental Protection Agency,respectively. 18. indemnification. The responsibilities detailed by this Agreement in order toprOtect the parties' Intellectual Property rights shall continue throughout this Agreement and shall remain in effect after its termination. Further, in addition to the responsibilities detailed elsewhere in this Agreement,each of the parties shall have the responsibilities detailed below: a. Responsibilities of the Foundation. In the unlikely event of any liability,obligation, damage,loss,cost, claim, lawsuit, cause of action or demand whatsoever of any kind or nature arising from any actions taken by the Participant, or its Subcontractors,pursuant to this Agreements the Foundation's responsibility shall be limited to providing the Participant with evidence of the existence of this Agreement and the amount of funds paid to the Participant. Notwithstanding this Paragraph,the Foundation shall be responsible for any and all proven damages caused by negligent or unintentional actions taken by its own officers,directors, employees or volunteers. • -to -ft a_ tifielAtill9/61.11 b. Responsibilities of the Participant At al times, all obligations performed by the Participant or by any Subcontractors pursuantllO this Agreement shall be performed in a manner consistent with professional standard# governing such services. Further,the Participant shall be responsible for, and shat ndenutify the Foundation and the Environmental Protection Agency,their officers,directors,affiliated organizations, employees,agents, and volunteers, from any and all liability, obligation,damage,loss,cost, claim,lawsuit, cause of action, or demand whatsoever of any kind or nature,including,but not limited to, attorneys fees and costs,arising from any actions taken or omissions by the Participant,its officers, directors, Subcontractors, employees,independent contractors, or other related entities or individuals (i) arising from the Project or this Agreement in any manner, (ii)concerning use or misuse of Intellectual Property, or(iii)caused by the Participant's breach of this Agreement Such indemnification shall be only in proportion and to the extent liability, obligation, damage, loss, cost claim, lawsuit,cause of action, or demand are caused by or result from the reckless, intentional, or negligent acts or omissions of the Participant, its officers, directors, Subcontractors, employees, independent contractors, or other related entities or individuals. c. Insurance. As a state-supported institution of higher education, the University of Nevada,Las Vegas, is a apencv of the State of Nevada_ UNLV certifies that, with respect to workers' anti r. •. . . Worker's Compensation which complies with the a a•li -. . - • 0 such insurance shall be presented to • t to the schedule detailed by Exhibit B. In the event ' : • u lizes Subcontractors during the course of this Project,the per' ' - . 111 obtain proof that such Subcontractors maintain Worker's Compensation d Subcontractor acceptance of Agreement. Participant shall require any and all Subcontractors to comply with the applicable terms of this Agreement prior to working on the Project in any manner. The Participant shall execute a statement, as detailed by Exhibit E, ensuring that all Subcontractors have executed an agreement with the Participant regarding such compliance. Copies of all executed Exhibit Es shall be provided to the Foundation promptly upon Participant engaging the services of any Subcontractor. U. ... - - - • _ .... . . , .. a waiver of any and all other rights and remedies available to the ' i i ' - - -• •' the event the Participant fails to compl • ' - - r • thus causes a breach of this Agree -i i , ' reasonable discretion,remove that Participant from . • • - . . . 20. Equal Opportunity/Affirmative Action. The Foundation is an equal opportunity employer and, as such,does not discriminate on the basis of age, sex,race, religion,color, national origin,physical or mental disability,or veteran status. Upon execution of this Agreement,the Participant agrees to(a)support the Foundation's non-discrimination policy and require all Subcontractors to support this policy; and(b)abide by all laws,rules, and executive orders governing equal employment opportunity. The Participant also agrees to make available to the Foundation, upon reasonable request,proof of its efforts, as well as all Subcontractors' efforts,to comply with this Paragraph. 5(e A f}off �' - contractor with respect to the Foundation. Nothing in this Agreement shall be co. is - . make the parties partners or joint ventures or to create an employment relationshi• • - • - the parties_ Any and all relationships created relating to Subcontractors shall be - the Participant and such Subcontractors only and shall not create any relationshi• - - • such Subcontractors and the Foundation. 22 Modification in Writint*. - greement may not be modified or amended,nor may any term or provision be waiv • . scharged, including this particular Paragraph,except in writing, signed by the p • •r parties against whom such amendment, modification,waiver,or discharge is sough • enforced. Any modification must be executed by the Foundation to be effective. 2 Transferability. This Agreement shall not be assignable by the Participant without the 4. :. ..:• - - - - - . Exhibit B (Phase 2) Project 2577 Application of Bioreactor Systems to Low-Concentration Perchlorate-Contaminated Water PHASE 2-EXHIBIT B (SCHEDULE) TAAN DUE DATE Phase 2 Project Advance Payment (1(W) December 31, 2000 Detailed Scope of Work January 15, 2001 USEPA-Required Quality Assurance Project Plan, Phase 2 January 15, 2001 Summary Phase 1 Report January 15, 2001 First Phase 2 Periodic Report April 15, 2001 Second Phase 2 Periodic Report October 15, 2001 Third Phase 2 Periodic Report April 15, 2002 Letters of Confirmation for participating utilities (IL 11) November 15, 2002 Draft Final Project Report(117) November 15, 2002 Revised Draft Final Project Report and Project Profile to Editors March 15, 2003 Final(Published)Project Report&Project Profile(11.7&118) September 15, 2003 Execution of Assignment Documents for Foundation Intellectual Property & Jointly Owned Intellectual Property(1114.a & c.) September 15,2003 Termination Date(1116) September 15, 2003 Document transfer for Intellectual Property, October 15, 2003 and Final Compensation (1117&1112.c) Exhil Project U.S. GOVERNMENT INTELLECTUAL PROPERTY RIGHTS 37 CFR Part 401 §401.14 Application of Bioreactor Systems to Low-Concentration Perchlorate-Contaminated Water Patent Rights (Small Business Firms and Nonprofit Organizations) • (a)Definitions (1)Invention means any invention or discovery which is or may be patentable or otherwise protectable undi Title 35 of the United States Code,or any novel variety of plant which is or may be protected under the Fla Variety Protection Act(7 U.S.C. 2321 et seq.). (2)Subject invention means any invention of the contractor conceived or firstactually reduced to practice i performance of work under this contract, provided that in the case of avariety 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 compositionorproduct,to practice in the c 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 permittec 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 I such invention. (5)Small Business Firm means a small business concern as defined at section 2 of Pub. L. 85-536 (15 U.S 632) and implementing regulations of the Administrator of the Small iBusiness Administration. For the pur of this clause, the size standards for small business concerns involved n government procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12,respectively,will be uied. (6)Nonprofit Organization means a university or other institution of higher education or an organization c type described in section 501(c)(3)of the Internal Revenue Code of 1954 (26 U.S.C. 501(c) and exempt ft taxation under section 501(a)of the Internal Revenue Code(25 U.S.C. 501(a))or any nonprofit scientific ! 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 inventic subject to the provisions of this clause and 35 U.S.C. 203. With respect to any subject invention in which Contractor retains title,the Federal government shall have a nonexclusive,nontransferable, irrevocable, p license to practice or have practiced for or on behalf of the United States the subject invention throughout world. • (c) Invention Disclosure, Election of Title and Filing of Patent Application by Contractor (1)The contractor will disclose each subject invention to the Federal Agency 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 t 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 shall also identify any publication, on 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 Federal agency within two years of disclosure to the Federal agency. However,in any case where publicatioi on 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 i 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 electstoretain title within one year after election of title or, if earlier, prior to the end of any statutory period wherein valid pater protection can be obtained in the United States after a public.ation,on 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 Cornmissiol of Patents and Trademarks to file foreign patent applications where such filing has been prohibited by a Secr Order. (4)Requests for extension of the time for disclosure, election, and filing under subparagraphs(1), (2), and (2 may, at the discretion of the agency, be granted. (d) Conditions When the Government May Obtain Title The contractor will convey to the Federal agency, upon written request,title to any subject invention- - (1)1f the contractor fails to disclose or elect title to the subject invention within the times specified in(c), above,or elects not to retain title;provided that the agency may only request title within 60 days after learn of the failure of the contractor to disclose or elect within the specified times. (2) in those countries in which the contractor fails to file patent applications within the times specified in(4 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 Federal agency, the contractor sl 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, tc 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 Right to File (1)The contractor will retain a nonexclusive royalty-free license throughout the world in each subject invi to which the Government obtains title,except if the contractor fails to disclose the invention within the tir specified in (c), above.The contractor's license extends to its domestic subsidiary and affiliates,if any, wi . . . _ inrItuieS the rie.ht to grant sublicenses of the , ,-,-.4zartrommmiege. - -z scope to the extent the contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the Federal agency except when transferred to the successor 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 funding Federal agency to the extol necessary to achieve expeditious practical application of the subject invention pursuant to an application for I exclusive license submitted in accordance with applicable provisions at 37 CFR part.404 and agency licensin regulations (if any).This license will not be revoked in that field of use or the geographical areas in which th contractor has achieved practical application and continues to makethebenefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked orified at the discretionoft] funding Federal agency to the extent the contractor, its licensees, or the domestic subsidiaries or affiliates hi failed to achieve practical application in that foreign country. (3)Before revocation or modification of the license,thee funding Federal agency will furnish the contractor written notice of its intention to revoke or modify the license, and the contractor Will be allowed ' days such other time as may be authorized by the funding Federal agency for good cause shown by the contract°, afteir the notice to show cause why the license should not be revoked or modified. The contractor has the rig to appeal, in accordance with applicable regulations in 37 CFR part 404th and agency regulationse (if any) concerning the licensing of Government-owned inventions, any decision concerning 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 Federal agency all instruments necessary to(i) establish or confirm the rights the Government has throughout the world in thos subject inventions to which the contractor elects to retain title, and (ii)convey titleto theFederal agency w requested under paragraph (d) above and to enable the government to obtain patent protection throughout th world in that subject invention. (2)The contractor agrees to require, by written agreement, its employees, other than clerical and nontechnii employees,to disclose promptly in writing to personnel identified. as responsible for the administration of p matters and in a format suggested by the contractor each subject invention madecontract in order th I contractor can comply with the disclosure provisions of paragraph (c), above, and to executeall papers necessary to file patent applications on subject inventions and to establish the government's rights in the sul inventions.This disclosure format should require, as a minimum,the information required by (cXI), above, contractor shall instruct such employees through employee agreements or other suitable educational progra on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior U.S. or foreign statutory bars. (3)The contractor will notify the Federal agency of any decisions. not to continue the prosecution of a pate application,pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in ar country, not less than thirty days before the expiration of the response periodrequired by the relevant pater office. (4)The contractor agrees to include,within the specification of any United States patent applications and.; patent issuing thereon covering a subject invention, the following statement,"This invention was made government support under (identify the contract) awarded by (identify the Federal agency). The govemme has certain rights in the invention." (g)Subcontracts r,•-FL— will include this clause, suitably modified to identify the parties, in all subcontracts, - - •. . • 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 subcontractin's subject inventions. oi (2)The contractor will include in all other subcontracts,regardless of tier, for experimental developmental research work the patent rights clause required by(cite section of agency implementing regulations or FAR). (3) In the case of subcontracts, at any tier,when the prime award with the Federal agency was a contract (but not a grant or cooperative agreement),the agency, subcontractor,and the contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the Feder agency with respect to the matters covered by the clause;Provided,however,that nothing in this paragraph i: intended to confer any jurisdiction under the Contract Disputes Act in connection with proceedings under paragraph(j)of this clause. (h)Reporting on Utilization of Subject Inventions The Contractor agrees to submit on request periodic reports ria more frequently than annually on the utilizat 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 fi commercial sale or use, gross royalties received by the contractor, and such other data and information as th agency may reasonably specify. The contractor also agrees to provide additional reports as may be requcste the agency in connection with any march-in proceeding undertaken by the agency in accordance with parag, (j)of this clause. As required by 35 U.S.C. 202(cX5),the agency agrees it will not disclose such information persoas 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 wi 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 subjec invention will be manufactured substantially in the United Slates. However,in individual cases,the require for such an agreement may be waived by the Federal agency upon a showing by the contractor or its assig that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential heel that would be likely to manufacture substantially in the United States or that under the circumstances domt 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 Federal agency has the right in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations 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 use to a responsible applicant or applicants,upon terms that are reasonable under the circumstances, and if the contractor, assignee, or exc licensee refuses such a request the Federal agency has the right to grant such a license itself if the Federa, agency determines that (1) Such action is necessary because the contractor or assignee has not taken, or is not expected to take w reasonable time,effective steps to achieve practical application of the subject invention in such field of u5. rr ch action is necessary to alleviate health or safety needs which are not reasonably satisfied by the (3) Such action is necessary to meet requirements for public use specifiedby Federal regulations and such requirements are not reasonably satisfied by the contractor, assignee or licensees; or (4) Such action is necessary because the agreement requiredby paragraph (i)of this clause not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the Unit 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 Federa agency, except where such assignment is madeg to.an or • tion which has as one of its primary functions t management of inventions,provided that suchassignee will be subject to the same provisions as the contrac (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 thecontractor with respect to subject inventions, after payment of.expenses (including payments to inventors)incidental to the administration of subject invention 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 tl are small business firms and that it will give a preferenceto a small business firm when licensing a subject invention if the contractor determines that the small businessfirm has aplan or proposal for marketing the invention which,if executed, is equally as likely to bring the invention e . topractical application as any plans proposals from applicants that are not small business firms;provided, ded,that the contractor is also satisfied tha small business firm has the capability and resources to carryoutplan or proposal.The decision whether t give a preferencein any specific case will be at the discretion of the contractor. However,the contractor ag that the Secretary may review the contractor's licensing program and decisions regarding small business applicants, and the contractor will negotiate changes to its licensing policies, or practiceswith t secretary when the Secretary's review discloses that the contractor couldePreasonable steps to implemer more effectively the requirements of this paragraph(k)(4). (I) Communication (Complete According to Instructions at 37 CFR 401.5(b), i.e., fill inthe EPA-supplied point-of-contact f intellectual property rights matters and any other EPA-supplied communication instructions.) 66-26-98 15:23 AWWA RESEARCH MAC:MEM VI 'can W tW W64s Assoc Abn tim • AWWA RESEARCH FOUNDATION EQUAL EMPLOYMENT OPPORTUNITY PLAN AUGUST 1997 The AWWA Research Fowid i is fidly coninatteti to the practice cowl riun ty in all aspects of employment emploYmens. This d Cumua has been FrePar ehe pwpose of d the Fa n 's policy. of r mtseri ' on itt all errt - - 1- 4913 26-98 1 5 :23 AWWA Ra-oEARCH - TAB CONTENTS PAGE EEO Policy Statement Dissemination of EEO Policy Statement 2 Responsibility for Implementation 4 EEO Initiati6ves Affirmative Action Commitments Policy Statement for Disabled and Veterans 7 Policy Statement for Religion and National Origin 7 Policy Statement for Compliance With Guidelines on Sex Discrhnmation I I' 98-26-98 15 : 24 AVM R_ .EARCtt EEO POLICY STATEMENT It lithe policy of the AWWA Research Foundation to provide equal employment opportunity ped individuals regardless of their age. race. color, narioual origin, sex, to The provisions of this policy on (EEO) physical or mental disability, or veteran status. rcliaion, pbY equal employment opportunity Include' tion in the advertising, recruitment, hiring, training. and promotion of 1. Nond within the Foundation. p in all job classifications 2. Effective employment decision making that will enhance the principle of equal employment opportmity. 3. Ensuring that all personnel actions, such as , benefice. transfers, layoffs. recs. Foundation-sponsored events, training, elation anti tuition assistasocial me, all programs, and all other matters related thereto, are administered without regard to age, sex, race, color, religion, national origin, physical or mental disability, or veteran status. � The Foundation's policy of equal employment opportunitys applicable to all divisions and pursued in good faith by all departmentsof the Foundation, and shall be interpreted employees to insure that the Foundation's policy of equal employment opportunity is carried out- Ail forms of discrimination with regard to employees or applicants for employmentor any form of racial slurs, religious intimidation, racial epithets, sexual advan es or harassmen arc prohibited. 1 06-26-98 15 :24 AWWA RESEARCH DISSEMINATION OF EEO POUCY STATEMENT 1. Internal Dissemination In order to assure greater employee cooperation and participation in the AWWA Research Fomidat' 's efforts. the EEC)policy statement shall be distributed internally as broadly as possible. To the extent possilile, the policy shall be disseminated as follows: a. The Foundation's Polk" of nondiscrimination shall be periodically communicated by the Executive Director to Foundation employees. To ensure continual compliance with the Foundation policy. the Executive Director will continue to effect such directives as necessary. . . b. The EEC)policy statement will be included in the Policies Manual. c. The EEO policy statement will be posted on bulletin boards. Included with this posting will be the name of the EEO officer. All questions, comments, or complaints relating to the EEO plan will be addressed by the officer. d. The Foundation will display equal employment opportunity posters and the Foundation's policy letters on nondiscrimination and sexual harassment at its locations. This information will be displayed on bulletin boards at conspicuous places so that applicants and visitors may be informed of the Foundation's policies. e. The Foundation's policy of nondiscrimination will be co '""cited to each new employee in an employee orientation handbook, that the Foundation is an equal opportunity employer and does not discriminate on the basis of race, color, sex, religion, national origin, age, veteran status, or disability. 2. External Dissemination In order to assure proper external dissemination of the AWWA Research Foundation's EEC)policy, the following outreach activities shall be undertaken: The Foundation's policy on nondiscrimination shall be periodically transmitted orally a. and in writing to all recruitment sources, minority, and female organizations, etc. Sources will be requested to refer applicants without regard to race, color, sex, national origin, age, disability, or veteran status. b. All classified advertising for vacant positions in the Foundation shall inform the reader of the Foundation's policy on nondiscrimination through continued use of the phrase, 'An EqualOpportunity Employer: M/F/H/V" (Mak(Female/ (HandicapNeteran). - 0153-26-98 15:25 AWWA RESEARCH C. The Foundation's application for employment will contain the following: AN EQUAL OPPORTUNITY EMPLOYE( We do not discriminate on the basis of race, color, religion, national origin, sex, age or disability. It is our intention that an qualified applimus be given equal opportunily and that selection declaims be based on job- related factors. d. The Foundation shall WC outreada techniques to improve seer-aliment and Increase the Bow of minority, female.disabled. and veteran employee applicants, such as, but not limited to, the following: • Request referrals from local recruitment sources specializing in minority, female, disabled, and veteran applicants. • Network with certain organizations (universities' professional societies, etc.)ihat can refer minority, female, disabled, and veteran applicants-. • Encourage minority, female,disabled, and veteran employees to refer appikants. gto se-26-98 16:25 AWA RESEARCH RESPONSIBILITY FOR T1 L2s1'I`. T The D of f dinmiStTativc services, a c as the off.located at the Four ad's in Denver Colorado, has the responsibilityfothe administration and maintenassee of the Foundation'sEEOplant. The responsibilitiesEEO officer iuuctat are not limited to, the following= 1. v unplenient, and modify, When necessary, the Eli()plan* v�is to be usedas an adM'�relive tool to remove barriers to � anti smpkirienta f x r aced representation and participation by mi ar shies at levels of within the Foundation's '. 2. vl on land iiug basis, the effectiveness of an phases of operations related -the plan ani institute action for correction and knlirovenients as necessary. 3. To ves to remedial suggestions and/or actions that assist- management and persomuel in arriving at solutions to problCrns in the conduct of this EEO 4. Toleeepromagement informedof the latest developments in equal enwloYlnent c't �' . 5. 1'oaffbrdminority, female, disabled,and veteran a m�ployyees f rTunity and encouragement to participate in alt Foundation-sponsored ocdue.utional ua�, ant P if n n vi nes. 6. To neve as liaison between the Foundation and enforoere -and e creat agencies, as s nilnority and femmale organizations, cc�rmmunity grips and cr i1 aratmen refer disabled persons, and Vietnams vel . utrually, to act as the g.. a ion's minority business liaison n:PreSeidative. 7. To mvestrgate and assist in resolving any equal cpportunlett complaints or suspected instances of sexual harassment, whether ori �e�tr �ginat �Foundationor federal or state enforcement or complianceagencies g+ or authoritiio s. Under the supervision of the Executive Director, it is the je t of every num and manager with promotional or hiring authority to administer the � plan without r As part of their overall duties each member of mamagg is held accountable for the followilw, • 1. EatlY We. ntlfication and resolution of any problem areas related to equal employment G8-26-98 15:26 AWWA RESEARCH 2. 'raid* actkm to prevent barassmeM of any employee either because of their plarvmmt through EEO efforts or because of their race, color, religions national might, age, sex, veteran status, or disability. 3Encourage minority, female, disabled, and veteran employees to participate in educational and training activities. 4. conduct reviews with lower level managers, supervisors. and implores to ins= AWWARFs policies and practices are being followed. 5. Review the qualifications of all employees to insure that minority,female, disabled, and veteran employees are given full oworamides for promotion. ,_.,+,..,.,:.. :_.. _. r.: o✓.a...<?a. tiwm :a:->:.,rr>,i✓' J„r� _w:.'?G.:Y Jr. Y� >.v- .:.or,.'r.--,->.: .« ..._ .__.__._._.z �'TAT. vt�r�� �rxT,wma.a 'lcr`..,�^_' 66-26-9e 15 :26 AMMA RESEARCH tL= • EEO TIV S The Foundationshall maintain an effort to identify and counter practices which have an adverse impact on minorities and women. Policies and procedures which the Foundation will follow include, but are not limited to. the following: 1. Reasonable steps shall be taken by the Executive Director, Deputy Executive Director, and unit directors to ensure that the plan is implemented. 2. The Director of Administrative Services shall conduct meetings with all supervisory personnel to discuss objectives, issues, and huplementation procedures, and to emphasize the importance of the plan. 3. Any person should feel free to apply for employment with the Foundation with the full assurance that selection is based on an individual's qualifications. 4. Employees will be advised of any job vacancies through posting. The posting will include the job title, short descriptions of the position, and minimum qualifications required. 5. Foundation-sponsored activities shall be monitored to assure that they are free from illegal discrimination or sexual harassment_ 6. The Director of Administrative Scervices shall provide a written summary to the Equal Opportunity/Ethics Committee indicating minority employment, reletnon, and promotional statistics. 7. The Executive Director is ultimately responsible for overall implementation of this plan. 7n . : O r 1,1 . .0 :Mi`it�, ,. , If any employee believes that he or she has suffered discrimination and/or that he or she has not been treated in accordance with the intent of the plan, said employee may file a written grievance with the EEO officer stating the specifics of the alleged discrimination that will be reduced to writing for signature by the employee. 6 GO-26-98 15 :26 AWMA R_4EARCH I AFFIRMATIVE ACTION COMMITMENTS k• a . rok 1zi►M • ; • /:ire. . ► • 1. It is the policT of the AWWA Research Foundation to provide equal employment oppornnity to all individuals and to ensure that there is no discrimination on the basis of an individual's mental or physical disability, or status as a veteran. It is the Foundation's intern to fully comply with Sin 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974. Further. the Foundation shall make 'reasonable accommodation" to the physical and mental limitations of an employee or applicant, if such accommodation does.not cause undue hardship. 2. This policy extends to recruitment, advertising, hiring, layoff, recall.promotion, demotion, transfer and related terms, conditions. and privileges of employment. including all facilities, Foundation-sponsored programs and activities,etc. 3. In line with our policy on nondiscrimination, the Foundation will cootiszue to maintain an EEO plan that speaks to the recruitment, hire. and promotion of the disabled and Vietnam Era veterans. wijcy STATFMENTS FOR R d •_. : .Ir . . • • . . • : c I. It is the policy of the AWWA Research Foundation to provide equal employment opportunity to all individuals and to ensure that there is no discrimination on the basis of a person's religion or national origin- In addition, the Foundation shall ensure that all personnel activities affecting applicants for employment and employees are implemented without regard to an individual's religion or national origin. This policy extends to all personnel actions, including advertising recruiting, selection, retention, compensation, benefits, promotion, recall, Foundation-spot training, education and tuition assistance, social and recreation transfer, layoff, terms, and conditions of employment. and too programs, and all other practices, The Foundation shall provide religious accommodation to applicants, candidates for employment and employees, for religious observances and practices of the applicant/candidate/employee, unless such accommodation denies another individual his/her rights and/or any action of accommodation requires undue hardship to the Foundation. It is the responsibility of the employee requiring religious accommodation to notify the Foundation of the need for the accommodation. 7 GS-26-98 15:2? AWWA JEARCH 1 • Ther F+ on sba l not discriminate on the basis of an indivxiu 'x Whim°rigin. In line with this, the Foundation must comply with all applicable laws, Tam, an r g u t go��the employment of nonaatizenslaliens, including the"lsu ndam Reform Cont Act 1986, which requires that employees be authorized to in the 'United omits. PQ. tsuishtEhnroFOR C{? P iANCE'S��tI't' I (;t ITDP:utaON SPX i)getemetwrioti The AWWA Restnarch Foundation policy provides for equal employment and advancement opportunitiies toatlified individuals regardless of their sex. This pour all personnel D ractice, 'lu �,upgrading' demotion, or transfer,recruitment o r recruitment nt adverting. ver n don, rates of pay, or forms of cxaarspensastiost and selection 1. The F tion, in its recruitment activity, shall recruit a °fsexes far all Z. The t ion's pension plan shall have identical provisi f Wiles and wales and other benefit programs shall provide identical coverage for mak and female eaa tncindutg dependent children. 3. The Pee ion shall not make any distinction based upon sec loyment C tU IC , wages, hours.rs, or other conditions c employment. T` 4. a AW A Research Foundation hasa Family Medical l e Follythat covers pr; : childbirth. Women on such leave accrue s tide and Lava Zi a " Tights to the Sallie extent as other employees ccrsmred a the same 5. The Fmmdation shall provide equal access to the full range of ed Torn' and training ti les to both Sem. rfpacy as 842-91