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HomeMy WebLinkAboutContracts & Agreements_127b-2001_CCv0001.pdf PENN STATE I 8 5 5 SUBCONTRACT SUBCONTRACT NO. 2060-CR-AWIVA-2536 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. 2536 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 perform 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 performed by the Subcontractor relates to a project entitled "Investigation of Methods for Perchlorate Destruction in Aqueous Waste Streams, Phase II Addendum." 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. Fred S. Cannon, one week prior to the dates listed in Exhibit B of Attachment V. ARTICLE 111-Period of Performance The period of perfoi mance under this subcontract shall commence on June 1, 2000 and continue through October 15, 2001. ARTICLE IV- Cost The total estimated cost to Penn State for the performance of this subcontract shall not exceed 880,000 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(c_rpsu.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 mariner 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 perfoi mance of this subcontract. as may be extended from time to time, the Subcontractor shall be responsible for submitting reports in accordance with Article II 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 be unable to resolve within sixty (60) days, shall be 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 form 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 pmject 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 seq.) and the regulations promulgated thereunder by the Secretary of = 'culture 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. Fred S. Cannon Project Director The Pennsylvania State University 0212 Sackett Building University Park, PA 16802 Telephone: (814) 863-8754 Email: fcannon©psu.edu Matters concerning the direction or negotiation of any changes in the terms, 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 AR MLR 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. Page 6 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 .rized ficial of Penn State By An Authorized Official of Subcontractor e Air Name: 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: Poyzer, Clerk Page 7 1 • air 4 e �I Cit o r • , At►FotO August 24, 2001 Fred S. Cannon Department of Civil and Environmental Engineering 212 Sackett Engineering Bldg. The Pennsylvania State University University Park, PA 16802 Re: Subcontract for AWWARF Grant: Investigation of Methods of Perchlorate Destruction in Aqueous Waste Streams,Phase II (RFP 2536) Dear Dr. Fred S. Cannon: We are pleased to provide subcontract and in-kind services for the above-titled contract. We understand that in the proposal dated January 14, 2000, that $80,000 was identified as a level of funding for our subcontract. Also at that time, we offered $150,000 of in-kind service to this project. We further understand that subcontract and in-kind services could be counted toward this Phase II contract when accrued on June 1, 2000 or thereafter, which coincides with the Phase II contract start-date between Penn State and the American Water Works Association Research Foundation(AWWARF). Our subcontract services include the following: Perchlorate monitoring instrument (Dionex 600) $50,000 Staff Time for Operation of Facilities $15,000 Electricity for Perchlorate Demonstration $ 5,000 Chemical Regeneration Chemicals $10,000 Total Reimbursed $80,000 Additionally, our in-kind services could include the following: EIectricity for Perchlorate Demonstration $10,000+ Chemical Regeneration Chemicals $10,000+ Activated Carbon Replacement/Reactivation $100,000+ Personnel $30,000+ Total In-Kind $150,000+ ` P.O. BOX 3005 • REDLANDS, CA 92373 r We look forward to continued progress on this project. Sincerely. iy7t/f /iezzet);44' Douglas Headrick Chief of Water Resources cc. Ray Eyerly, ERRI, Penn State fax (814) 865-3378 ATTACHMENT II STATEMENT OF EXPENDITURES April 1, 1998 THROUGH April 30, 1998 FUND NAME: FUND NO.: CONTRACT NO.: AWARD AMOUNT: EXPENDITURES EXPENDITURES CATEGORY THIS PERIOD TO DATE 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 "I 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 8 ATTACHMENT HI 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. Fred S. Cannon Project Director The Pennsylvania State University 0212 Sackett Building University Park, PA 16802 Telephone: (814) 863-8754 Email: fcannon@psu.edu 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 tms2l@psu.edu 3. 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: rwe2Opsu.edu Note A - The Subcontractor shall provide only a copy of the transmittal letters for satisfying this requirement of the Reports Distribution. Page 9 ATTACHMENT IV CLOSEOUT DOCUMENTS Page 10 SUBCONTRACTOR'S RELEASE Prime Award No. 2536 Subcontract No. 2060-CR-AWWA-2536 Pursuant to the terms of Subcontract No. 2060-CR-AWWA-2536 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 SUBCONTRACTOR 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 11 k-AO: - SUBCONTRACTOR'S ASSIGNMENT OF REFUNDS, REBATES, CREDITS AND OTHER AMOUNTS Prime Award No, 2530 Subcontract No, 2060-CR-AWWA-2536 Pursuant to the terms of the subcontract in consideration of the reimbursement of costs and payment of fee, as provided in the said subcontract 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,credits 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 to take whatever action may be necessary to effect prompt collection of all refunds,rebates, credits or other amounts(including 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 reduce 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, application, 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 WITNESS WHEREOF, this assignment has been executed this day of , 20 Subcontractor By Title CERTIFICATE I. , 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 12 SUBCONTRACTOR A-133 CERTIFICATION Subcontractor Name: City of Redlands Subcontract No.: 2060-CR-AW,WVA-2536 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 SUBCONTRACTOR'S WRI1TEN NOTIFICATION AS PROMULGA1ED IN SUBPART C,SECTION .320(0(2)OF OMB CIRCULAR A-133 IS ATTACHED. 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 SUBCONTRACTOR'S WRITTEN NOTIFICATION AND REPORTING PACKAGE AS PROMULGATED IN SUBPART C. SECTION .320(e)(1) AND (2) OF OMB CIRCULAR A-133 IS A1'1ACHED. The Subcontractor has not yet completed an A-133 compliance audit for fiscal year ending . The audit is to he completed by . A COPY OF THE SUBCONTRACTOR'S WRITTEN NOTIFICATION AND, IF APPLICABLE, THE REPORTING PACKAGE WILL BE FORWARDED TO PENN STA FE WHEN AVAILABLE. Typed Name and Title Date Signature Page 13 THE PENNSYLVANIA STATE UNIVERSITY INVENTORY OF PROPERTY FOR SUBCONTRACT NO. 2060-CR-AWWA-2536 PRIME CONTRACT NO. 2536 FROM TO Please check whether property was acquired under the ahove referenced Suhcontract. 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. Descript i Qr1 Manufacturer Model Number Sand Number Date Purchased Dollar Amount • Signature Date Title mr rh, , ,r/rForm Approved '44 REPORT OF INVENTIONS AND SUBCONTRACTS OMB No 9000-0095 I (Pursuant to"Patent Rights"Contract Clause(See Instructions on Reverse Side) ' Expires July 31, 1995 0 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 arid reviewing the 0 wo „Ilecoon of ifltormatton 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 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. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN COMPLETED FORM TO THE CONTRACTING OFFICER. p 1 a NAME OF CONTHAC110111./SUBCON1RAC[OR c.C(11)N TRACT NUMBER 2a NAME_OF GOVERNMENT PRIME CONTRACTOR c.CONTRACT NUMBER 3.TYPE OF REPORT(X(mne) INTERIM b,FINAL 11.1)1 14 AD)FlESS(include ZlP Code) - d. AWARD DATE(YYMMDET) I-.),ADDRESS(Include ZIP Code) (.I.AWARD DATE(iYMMOD) 4. REPORT INC PERIOD tY YMMDD) a. FROM V. 10 . ) SECTION 1 -SUBJECT INVENTIONS 4 i 5,"SUBJECT INVENTIONS "None" " REQUIRED TO E REPORTED BY CONTRACTOR/SUBCONTRACTOR(Ifso state) - ELECTION TO FILE PATENT APPLICATIONS 1 DISCLOSURE NUMBER, rt. CONFIRMATORY INSTRUMENT OR PATENT APPLICATION ASSIGNMENT FORWARDED , NAME(5)OF INvE,Nion(S) TITLE OF INVENTION(S) SERIAL NUMBER OR TO CON FRAGTING(iFF.!CEA I (Las!,Firbt,M) PATENT NUMBER (I)UNITED STATES II FOREIGN a b. b. (a)YES (5)NO (a)YES (b)NO Ii)YES I (2,1 NO I q lil IT 1 1 I EMPLOYE()OF INVENTIOR(S1 NOT EMPT OYED t7Y PONTRACTOR/SUBCONTRACI OH a ELECTED FOREIGN COUNTRIES IN WHICH A PATENT APPLICATION WILL or FILED (1)(a)NAME OE INVENT OR(1„asi,First,MI (2)(a)NAME OF INVENTOR(Last,First,MI (1)TITI_E OF INVENTION (2)FOREIGN COUNTIRES OF PATENT APPI ICATION 111 1.k 0 k, it.,I NAME OF EMPLOYER (b)NAME OF EMPLOYER .1). ) . . 1t (c)ADDHES,SOF EMPT OYER(Ineldde ZIP Code) (c)ADDRESS OF EMPLOYER(Include ZIP Code) i 1) )1 ( 0,, SECTION II-SUBCONTRACTS(Containing a"Patents Rights" clause) 4 6.SUBCONTRACTS AWARDED BY CON!RACTORISUBCONTRACTOR (If"None" so state) , I SUBCONTRACT DATES(YYMMDD) SUBCONTRACT DRAR"PATENT RICH l'S' d. DESCRIPTION OF WORK TO BE (2)ESTIMATED 1 NAME OF SUP,CONT RACTOR(S) ADDRESS. (In(Aude ZIP Cade) NUMBEFITS) ru CLAUSE (2)DATE PERFORMED UNDER SUBCONTRACT(s) (1)AWARD COMPLETION a. b. C. NUMBER , (YYMMDDI '' e. , - ilf . i SECTIONIII-CERTIFICATION 4 7. CERTICATION OF REPORT BY CONTRACTOR/SUBCONTRACTOR(Not required if Small Business or Non-Profit organization.)(X appropriate box) 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. . , b. TITLE d. SIGNATURE e. DATE SIGNED DD Form 882, DEC 92 PREVIOUS EDITION IS OBSOLETE, Attachment V • •• - . • 9 .1 * t by and between American Water Works Association Research Fou s r e "Foundation"), a Colorado non-profit corporal'. . scip. place of business is located at 6666 W. Quincy Avenue, De. .r40 :0235 and The Pennsylvania State University (hereafter th. "' " - , a higher education institution,whose principal place of business is _ — _ * * * 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. 0 2 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. I. 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. 11.1111.11.11Mr • • . . . Participant for funding and shall include all relevant correspondence and/or other written communications subsequent to that request but prior to the execution of this Agreement. The Participant shall perfolin research and prepare written reports concerning that research as detailed by the Project Proposal attached as Exhibit A to this Agreement. 2. Scope of Work. This document shall be prepared by the Participant and •• :y be a Derivative Work of the Project Proposal. It shall be submitted to the Founda • within thirty (30) days of the execution of this Agreement. The Scope of Work shall be ed by the Foundation for infoiniational purposes. In the event any conflict exists , een this Agreement and the Project Proposal or the Scope of Work, the terms of this Agr, ment shall control. 3. Project Personnel. The Principal Investigator shall : Fred S. Cannon, Ph.D., Assistant Professor located at The Pennsylvania State University, Sackett Building, University Park, PA 16802; Phone: (814) 863-8754. No changes or s . titutions for this position shall be made for any reason without the prior written approval • s e Foundation including,but not limited to, sabbatical or other extended absences. Further anges in any essential personnel (coinvestigators, subcontractors, etc.) ident -d in the Project Proposal, require prior written approval from the Foundation. The Pro', Manager shall be: Albert Ilges, however, the Foundation may change the Project , . ager from time to time as deemed necessary by the Foundation without the Particip. approval. All technical communications by the Participant to the Foundation shall be co • .cted through the Principal Investigator and shall be directed to the Project Manager. Co • 'cations regarding contractual or administrative matters shall be conducted through R. oren, 110 Technology Building, The Pennsylvania State University, University Park, P 6802; Phone: (814) 865-1372 and shall be directed to the Project Manager. 4. T. .le of Performance. All Project tasks, reports, and other obligations shall be com• ed by the Participant as detailed on Exhibit B to this Agreement unless amended by the m •. written agreement of the parties. The Foundation retains the option to temporarily . - ••' • UI I- See S' ' s " -11 a 5. Surveys. Any and all questionnaires and/or survey instruments to be used in this Project must be submitted to the Foundation for review and approval prior to distribution. *1) 3 . - submitted throughout the Project by the Participant and to the Foundation pursuant to a schedul determined by this Agreement. The Participant shall provide Periodic Reports to the Founda pursuant to the schedule detailed by Exhibit B and as defined in this Agreement Six (6) • ies of each required Periodic Report shall be provided to the Foundation. Each Periodic " • rt shall include a Status Report, Budget Report, and Outreach Report. Periodic Reports must • 'vide sufficient information to allow the PAC and the Foundation to evaluate, at their • • ble discretion, the progress and quality of the work completed as detailed by Art. II., P #6.a. and b. a. Status Reports. The purpose of each Status Report is to record the •rk completed and document the execution of the tasks and activities described in this A ment. The Status Report shall describe the progress of the Project, document the tas • ; I mplished, detail any problems encountered by the Participant, and provide a brief •erview of the next period's work to be completed. Each report must be sufficientl etailed to allow the Foundation to monitor the Participant's performance on the P• .ject, including quality assurance/quality control activities as outlined in the Quali • surance Project Plan (QAPP)(Exhibit G) The Status Report should follow the at of the Foundation's Format-Style Guide for Preparing Research Reports, as y be edited from time to time. In addition, the Status Report shall include, on a three one-half(3.5") computer disk using WordPerfect® or Microsoft Word® word'process' format, a one (1) page summary of the Status Report suitable for distribution by the Fo ;tion to its subscribers on the Internet. b. Budget Reports. Each Budget Report s • in the form detailed by Exhibit C to this Agreement. (1) All expenses, whether fo ash or in-kind services, must be detailed by these Reports. (2) The final Budget R. .rt submitted must reconcile all payments made, Project costs incurred, and all is ••d contributions as detailed in the project proposal. c. Outreach Reports. e purpose of the Outreach Report is to provide information on presentations, papers, . •rts, etc. related to the Project. A comprehensive list of presentations made • s : . rs, reports, etc. submitted during the course of the Project including a copy o y such presentation, paper, or report, as detailed in Art. IL, Para. 14.d., must be include. this section and updated for each period including information on where and when pre • ted or submitted. 7. Final oiect Report/Drafts. The Final Project Report is the official report detailing the results of the ' eject. The report shall include all relevant materials and methodology, results, innovatio• , inventions, conclusions, recommendations, and data resulting from the Project. Further e parties agree the target audience for these documents is the drinking water co . •ty. As a result, the report must include a clearly identified section explaining the p al benefits of the Project results to the drinking water community. The Participant shall s it a three and one-half inch (3.5") computer disk for each Final Project Report draft and the nal Project Report contained on it in WordPerfect®or Microsoft Word® word processing •. . . " . • ... • _ 4 . . . • ■ • 1 sion • •• - .• - • - - •• - • • •• a. Format. The content, form and format shall follow the Foundation's Format-Style Gui' • for Preparing Research Reports, as may be edited from time to time. Strict adherence this guide is required. b. Format Sample. This report detailing the Final Report's format, and utilizi• _ the format described in Art. II., Para. #7.a. above, shall be submitted to the Foundation • . uant to the schedule detailed by Exhibit B. This report shall include examples of the • •nt matter, text, equations, figures, tables, and references as described in the Format-Sty Guide for Preparing Research Reports. c. Final Project Report Draft. A Final Project Report draft s be submitted for review, in the format detailed by Art. IL,Para. #7.a. above,pursuant t• I e schedule detailed by Exhibit B. The Participant shall submit six (6) copies of • . ' bound or on three-hole punched paper. Additional drafts of this report may be r: . 'red by the Foundation pursuant to Art. IL, Para. #9. below in order to address the Fo • . •tion's comments or questions. d. Final Project Report. The Participant sh. ubmit one(1) original Final Project Report and two (2) copies unbound and on undrill- • .aper, pursuant to the schedule detailed by Exhibit B, and with all explanations and/- revisions requested by the Foundation pursuant to Art. II., Para. #9 of this Agreemen (1) Additional form an. . style standards may be required and/or made by the Foundation. (2) The Parti .ant shall review the edited Final Project Report and respond to any formatting o• -ditorial questions posed by the Foundation within a timeframe negotiated with the ' eject Manager(usually 21 days). The Participant shall also correct and/or chan• any camera-ready figures as required by the Foundation to conform to p - shing formats as detailed by Art. IL, 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 • by Exhibit D. This two (2)page profile will be edited and • .•• • - ••.ion In the Foundation's Project Profile N. • •• • . •• :gree :t the target audience for this Project Profile i • • - ' community. As a result,the profile must include a clearly identified . • i►.. ...... ..rR�A�lia� 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, stylistic or syntax revisions in any drafts of final documents submitted to the Foundation. 5 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 the information obtained. ' • " ' • ' . . responsible for a) describing in full and in writing the understanding of the parties for enterinl into a cooperative relationship for purposes of this Project, (b) granting the participating ut• the right to review the Project's use and conclusions concerning that organization's s • d/or test results, and (c) provide the participating utility with the reasonable opportunity . correct, or if correction will take an unreasonably long time, to respond to, any problems o • fficulties uncovered by the data, information, or test results, all of which must occur p- .r to the publication or use of such information. This provision shall apply to eac ater utility participating in any manner with the Project, including, but not limit o, providing services, data, materials for testing, test results, or documentation. The P . 'pant shall be responsible for providing letters for each participating utility confirming that y have been made aware of the nature of the cooperative relationship and have reviewed . .plicable data, information, or results as described in this Paragraph. Letters of conf ,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 corn. •tion to be paid by the Foundation to the Participant for this Project shall be i nited States currency. In no event shall compensation exceed this amount. All disb ents shall be utilized solely for the purposes detailed by this Agreement. The compensa • is composed partially of funds advanced through the • Environmental Protecti - gency and so is subject to the requirements of Section 2(d) of the Prompt Payment Ac •.L. 97-177). As such, compensation may not be utilized to pay late fees or interest paym e . The Participant agrees to provide IIIIIMIIIIIM11111111111111111m. in in-kind services for the Project. All disbursements to the Partici all be mailed to the following address: The Pennsylvania State University, Att: Jame attern, Research Accounting Office, 120 S. Burrows St., 313 Rider Building, IJ -ersity Park, PA 16801. • • • . . . . _ _ . 6 . . _ incurred during the previous period and displayed according to the budget line items as included in Exhibit A. The Participant's request for payment must identify and display al 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 unless -• d until each Periodic Report is received and accepted as detailed by Art. II., Para. c. above. The final request for payment must reconcile all payments made, Proje• costs incurred, and in-kind contributions. All requests for reimbursement for prop - y, equipment, supplies, travel costs, and other expenses shall comply with the requirem. of OMB Circular A-110, as amended from time to time. (1) The initial payment detailed by Art. II., Para. #12.a. i .1 be carried over as an advance into each period and to be reconciled in the last • nod's request for payment. (2) The Foundation shall withhold twenty perc-.• (20%) of the total compensation from disbursement to the Participant. One-hal • this amount, or ten percent (10%), will be disbursed to the Participant upon rec.'it of the Final Project Report draft. The other one-half or ten percent (10%) of th- ital compensation will be disbursed to the Participant after Participant responds t. - *tor queries and provided all tasks are performed as detailed in this Agree i• -nt and termination is not caused by the Participant's breach of this Agre. ent. c. Final Payments. Subsequ. to response to editor queries but no later than within sixty (60) days of the Terminatio ate, as defined by Art. II., Para. #16., provided termination is not caused by the Partici' .' t's breach of this Agreement which is not cured, the Foundation shall make all final p• ents required. d. Payment of bcontractors. Payment for services of any and all Subcontractors shall be the Partic • t's sole obligation and responsibility. The Participant hereby indemnifies the Foun. on for any liability concerning such payment. e. owable Expenses/Costs. The allowable expenses or costs of performing this eement will be determined in accordance with the terms herein and the principles set forth in the Federal Acquisition Regulation (FAR) at 48 CFR Subpart 31.3 governing • 13. Accounting. 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. Proprietary Riahts to Intellectual Property. 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 Agreement. 7 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 are 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 I.B. above. (2) Other than for Participant's use as specified in Art. IL, Para. #14 (a) (1) 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 CFR 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, . I, 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: 8 4E) (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. H, 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 II., Para. #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 Foundation'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[publication]fpresentation]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 pursuant to OMB Circular A-110 and 37 CFR 401 et seq. 9 0 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 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 Pennsylvania State University thanks the Foundation and the US. 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. oriffinalitv. 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 Agreement, the Foundation may so notify the Participant in writing at any time. 10 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 (30th) day falls. 17. Return of Property. 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 to protect 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 Agreement, 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. all 16 4kg- ex4ei-ct tr./lowed-Li 140-V b. Responsibilities of the Participant. At all es, all obligations performed by the Participant or by any Subcontractors pursuant this Agreement shall be performed in a manner consistent with professional standar governing such services. Further, the Participant shall be responsible for, and shat indemnify the Foundation and the Environmental Protection Agency, their officers, directors, or affiliated organizations, employees, 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. The Participant shall, at its sole cost and expense, maintain a financially sound program of self-insurance or commercially purchased comprehensive general liability insurance covering unfair competition claims and all reckless, intentional and negligent actions or omissions of any and all of Participant's officers, directors, employees, and independent contractors and/or Subcontractors in the amount of one million dollars ($1,000,000.00). Proof of such insurance shall be presented to the Foundation pursuant to 11 0 the schedule detailed by Exhibit B. d. Worker's Compensation. The Participant shall, at its sole cost and expense, maintain Worker's Compensation which complies with the applicable state laws. Proof of such insurance shall be presented to the Foundation pursuant to the schedule detailed by Exhibit B. In the event Participant utilizes Subcontractors during the course of this Project, the Participant shall obtain proof that such Subcontractors maintain Worker's Compensation which proof shall be provided to the Foundation as well. e. 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. a waiver of any and all other rights and remedies available to the Fo • • . - . •• or equity. In the event the Participant fails to comply with •• • , • us causes a breach of this Agreement • - • - - - , A asonable 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. Sex_ AtiaciviNtn-f VT. contractor with respect to the Foundation. Nothing in this Agreement shall be construed to the parties partners or joint ventures or to create an employment relationship between t - 'es. Any and all relationships created relating to Subcontractors shall be between the P. mant and such Subcontractors only and shall not create any relationship between such • •ntractors and the Foundation. 22. Modification in Writing. This Agreement may n• .- modified or amended, nor may any term or provision be waived or discharged, inclu. this particular Paragraph, except in writing,signed by the party or parties against w • such amendment, modification, waiver, or discharge is sought to be enforced. Any m•• cation must be executed by the Foundation to be effective. 23. Transferabili s Agreement shall not be assignable by the Participant without the prior written au • .tion of the Foundation. 24. xhibits. All Exhibits attached to or made part of this Agreement are incorporated and • - - - • -• - • - - - CS, 12 _ _ . _ , : ' ' •• " - - . , - - - • conflict between Exhibit F and Paragraphs 1-25 of this Agreement, Exhibit F shall control. 25. Authority. The individuals executing this Agreement on behalf of their - - tive parties hereby represent and warrant that they have the right, power, legal : - • ity, and appropriate authority to enter into this Agreement on behalf of the en • or which they sign below. IN WITNESS WHEREOF, the parties have ca • this Agreement to be duly executed as of the day and year as indicated below. AWWA RESEARCH F• ' • •ATION THE PENNSYLVANIA STATE UNIVEZ" Y• A A — B r: es F. Manwaring :y: R. Killoren itle: Executive Director Title: Assistant Vice President for Research and Director of Sponsored Programs Date: --a-tv 9 Date: FEB 0 1 7999 CC NYRACT 7,117 o 13 Exhibit B Schedule Project 2536 II Investigation of Methods for Perchlorate Destruction in Aqueous Waste Streams, Phase II Fred S. Cannon, Pi,The Pennsylvania State University Task Due Date Begin Project June 1, 2000 Foundation receipt of all Subcontractors' Approval of Project Agreement (II.18e) (currently on file) Scope of Work (11.2) Participant presents Proof of Insurance(s) or Certificate of Self Insurance (II.18.c) (currently on file) Participant presents Proof of Worker's Compensation (II.18.d) (currently on file) First Periodic Report (11.6) Sept 15, 2000 Second Periodic Report January 15, 2001 Third Periodic Report (in Sample AWWARF Format) April 15, 2001 Fourth Periodic Report July 15, 2001 Fifth Periodic Report October 15, 2001 Sixth Periodic Report January 15, 2002 Seventh Periodic Report April 15, 2002 Eighth Periodic Report July 15, 2002 Ninth Periodic Report October 15, 2002 Tenth Periodic Report January 15, 2003 Eleventh Periodic Report April 15, 2003 Letters of Confirmation for participating utilities (11.11) July 15, 2003 Draft Final Project Report (11.7) July 15, 2003 Revised Draft final Project Report and Project Profile to Editors (Contingent upon receiving PAC comments by 9/1/2003) October 30, 2003 Final (Published) Project Report & Project Profile (11.7 & 118) (Contingent upon timely execution by AWWARF) January 15, 2004 Execution of Assignment Documents for Foundation Intellectual Property & Jointly Owned Intellectual Property (11.14.a & c.) January 15, 2004 Termination Date (II.16) January 15, 2004 Document transfer for Intellectual Property, And Final Compensation (11.17 & II.12.c) March 15, 2004 _ _ Exhibit Project 25: U.S. GOVERNMENT INTELLECTUAL PROPERTY RIGHTS 37 CFR Part 401 § 401.14 - Investigation of Methods for Perchlorate Destruction in Aqueous Waste Streams 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 under Title 35 of the United States Code, or any novel variety of plant which is or may be protected under the Plant Variety Protection Act(7 U.S.C. 2321 et seq.). (2)Subject invention means any invention of the contractor conceived or first actually reduced to practice in t17 performance of work under this contract, provided that in the case of a variety of plant, the date of - determination (as defined in section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d)) must also occur during the period of contract performance. (3)Practical Application means to manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or government regulations, available to the public on reasonable terms. (4) Made when used in relation to any invention means the conception or first actual reduction to practice of such invention. (5) Small Business Firm means a small business concern as defined at section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations of the Administrator of the Small Business Administration. For the purpose of this clause, the size standards for small business concerns involved in government procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used. (6) Nonprofit Organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c) and exempt from taxation under section 501(a) of the Internal Revenue Code (25 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. (b) Allocation of Principal Rights The Contractor may retain the entire right, title, and interest throughout the world to each subject invention subject to the provisions of this clause and 35 U.S.C. 203. With respect to any subject invention in which the Contractor retains title, the Federal government shall have a nonexclusive, nontransferable, irrevocable, paid-u license to practice or have practiced for or on behalf of the United States the subject invention throughout the world. 0 linfanignittillWAIMSTWA Al* _ (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 to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological or electrical characteristics of the invention. The disclosure 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 publication, 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 no more than 60 days prior to the end of the statutory period. (3)The contractor will file its initial patent application on a subject invention to which it elects to retain title within one year after election of title or, if earlier, prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a publication, 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 Commission of Patents and Trademarks to file foreign patent applications where such filing has been prohibited by a Secrec Order. (4) Requests for extension of the time for disclosure, election, and filing under subparagraphs (1), (2), and (3) may, at the discretion of the agency, be granted. (d) Conditions When the Government May Obtain Title The contractor will convey to the Federal agency, upon written request, title to any subject invention- (1) If the contractor fails to disclose or elect title to the subject invention within the times specified in (c), above, or elects not to retain title; provided that the agency may only request title within 60 days after learning 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 (c) above; provided,however, that if the contractor has filed a patent application in a country after the times specified in (c) above, but prior to its receipt of the written request of the Federal agency, the contractor shall continue to retain title in that country. (3) In any country in which the contractor decides not to continue the prosecution of any application for, to pi 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 inventi to which the Government obtains title, except if the contractor fails to disclose the invention within the times specified in (c), above. The contractor's license extends to its domestic subsidiary and affiliates, if any, withii the corporate structure of which the contractor is a party and includes the right to grant sublicenses of the son 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 ol 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 finding Federal agency to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with applicable provisions at 37 CFR part 404 and agency licensing regulations (if any). This license will not be revoked in that field of use or the geographical areas in which the contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the funding Federal agency to the extent the contractor, its licensees, or the domestic subsidiaries or affiliates hav4 failed to achieve practical application in that foreign country. (3) Before revocation or modification of the license, the funding Federal agency will furnish the contractor a written notice of its intention to revoke or modify the license, and the contractor will be allowed thirty days (o such other time as may be authorized by the funding Federal agency for good cause shown by the contractor) after the notice to show cause why the license should not be revoked or modified. The contractor has the right to appeal, in accordance with applicable regulations in 37 CFR part 404 and agency regulations (if any) concerning the licensing of Government-owned inventions, any decision concerning the revocation or modification of the license. (f) Contractor Action to Protect the Government's Interest (1) The contractor agrees to execute or to have executed and promptly deliver to the Federal agency all instruments necessary to(i) establish or confirm the rights the Government has throughout the world in those subject inventions to which the contractor elects to retain title, and (ii) convey title to the Federal agency whei requested under paragraph (d) above and to enable the government to obtain patent protection throughout the world in that subject invention. (2)The contractor agrees to require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of pate matters and in a format suggested by the contractor each subject invention made under contract in order that t contractor can comply with the disclosure provisions of paragraph (c), above, and to execute all papers necessary to file patent applications on subject inventions and to establish the government's rights in the subjef inventions. This disclosure format should require, as a minimum, the information required by (cX1), above. Ti contractor shall instruct such employees through employee agreements or other suitable educational programs on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars. (3) The contractor will notify the Federal agency of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than thirty days before the expiration of the response period required by the relevant patent office. (4) The contractor agrees to include, within the specification of any United States patent applications and any patent issuing thereon covering a subject invention, the following statement, "This invention was made with government support under (identify the contract) awarded by (identify the Federal agency). The government has certain rights in the invention." (g) Subcontracts (1) The contractor will include this clause, suitably modified to identify the parties, in all subcontracts, regardless of tier, for experimental, developmental or research work to be performed by a small business firm domestic nonprofit organization. The subcontractor will retain all rights provided for the contractor in this clause, and the contractor will not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions. (2) The contractor will include in all other subcontracts, regardless of tier, for experimental developmental or research work the patent rights clause required by (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 Federal agency with respect to the matters covered by the clause; provided, however, that nothing in this paragraph is 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 no more frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the contractor or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the contractor, and such other data and information as the agency may reasonably specify. The contractor also agrees to provide additional reports as may be requested b' the agency in connection with any march-in proceeding undertaken by the agency in accordance with paragrapl (j) of this clause. As required by 35 U.S.C. 202(c)(5), the agency agrees it will not disclose such information to persons outside the government without permission of the contractor. (i) Preference for United States Industry Notwithstanding any other provision of this clause, the contractor agrees that neither it nor any assignee will grant to any person the exclusive right to use or sell any subject inventions in the United States unless such person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requiremer for such an agreement may be waived by the Federal agency upon a showing by the contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensee: that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. (j)March-in Rights The contractor agrees that with respect to any subject invention in which it has acquired title, the Federal agency has the right in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of the agency to require the contractor, an assignee or exclusive licensee of a subject invention to grant a nonexclusive, partially exclusive, or exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the contractor, assignee, or exclusiv licensee refuses such a request the Federal agency has the right to grant such a license itself if the Federal agency determines that: (1) Such action is necessary because the contractor or assignee has not taken, or is not expected to take within reasonable time, effective steps to achieve practical application of the subject invention in such field of use. (2) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the contractor, assignee or their licensees; (3) Such action is necessary to meet requirements for public use specified by Federal regulations and such requirements are not reasonably satisfied by the contractor, assignee or licensees; or (4) Such action is necessary because the agreement required by paragraph(i) of this clause has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the Unite 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 Federal agency, except where such assignment is made to an organization which has as one of its primary functions the management of inventions, provided that such assignee will be subject to the same provisions as the contract(); (2)The contractor will share royalties collected on a subject invention with the inventor, including Federal employee co-inventors(when the agency deems it appropriate)when the subject invention is assigned in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10; (3) The balance of any royalties or income earned by the contractor with respect to subject inventions, after payment of expenses(including payments to inventors) incidental to the administration of subject inventions, will be utilized for the support of scientific research or education; and (4) It will make efforts that are reasonable under the circumstances to attract licensees of subject invention thai are small business firms and that it will give a preference to a small business firm when licensing a subject invention if the contractor determines that the small business firm has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention to practical application as any plans or proposals from applicants that are not small business firms;provided, that the contractor is also satisfied that tl small business firm has the capability and resources to carry out its plan or proposal. The decision whether to give a preference in any specific case will be at the discretion of the contractor. However, the contractor agret 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,procedures, or practices with the Secretary when the Secretary's review discloses that the contractor could take reasonable steps to implement more effectively the requirements of this paragraph(k)(4). (1) Communication (Complete According to Instructions at 37 CFR 401.5(b), i.e., fill in the EPA-supplied point-of-contact for intellectual property rights matters and any other EPA-supplied communication instructions.) Exhibit G Project 253( Investigation of Methods for Perchlorate Destruction in Aqueous Waste Streams Quality Assurance for Category III Projects (Applied Research Projects) A. Quality Assurance Project Plan (QAPP) This project requires an EPA approved QAPP. The QAPP shall be submitted by the awardee to the AWWARF project manager. The QAPP shall be submitted to AWWARF in a timeframe that allows AWWARF to submit this to EPA thirty (30)days prior to the beginning of any measurement, data gathering, or data generation activity. The awardee shall submit ten (10) copies of the QAPP to AWWARF, with five(5) copies intended for the EPA PO/WAM in order that the QAPP can be reviewed by the EPA technical/management staff in concert with its QA office, its QA support group, or an authorized representative of the Government. The awardee should also provide any supporting documentation, such as work plans, standard operating procedures, etc. No measurement, data gathering, or data generation activity may be started without a completed EPA NRMRL- Ci Record of Approval/Non-approval for QAPPs documenting approval of the QAPP. (Deviations from havinE an approved QAPP will constitute a violation of EPA Order 5360) The QAPP shall contain, in document control format, a thorough discussion of the awardee's and any subcontractor's internal quality assurance and quality control (QA/QC) procedures. It shall also contain provisions for the external review of the QA/QC program designed for the project. Guidance on the development of a Category III QAPP is provided in the RREL Pocket Guide Preparing Perfec Project Plans, EPA/600/9-89/087, Oct. 1989. Additional guidance can be found in the document Preparation Aids for the Development of Category III Quality Assurance Project Plans,EPA/600/8-91/005, Feb. 1991. Both documents can be obtained from the EPA PO/WAM or by calling 513.569.7562 and requesting a free copy. The QAPP shall contain the following key elements as a minimum: 1. Project description, including the intended use of the data 2. QA objectives for critical measurements (i.e. process and analytical measurements essential to achieving project objectives) and the impact of not meeting the QA objectives 3. Site selection criteria(if applicable) and sampling procedures 4. Analytical Procedures (including instrument calibrations and frequency) 5. Data reduction, validation, and reporting 6. Internal quality control checks 7. Plans for performance and systems audits (as applicable) 8. Calculation of data quality indicators 9. Corrective action(criteria and procedures) 10. Quality Control reports to management Following written approval of the QAPP by EPA, the awardee and any subcontractor shall implement the approved QAPP. Any substantive changes to the specifications in the approved QAPP shall be documented b the awardee as a revision to the QAPP. The awardee shall identify the change and explain the rationale for th( change. The EPA, in concert with the awardee, is responsible for ensuring that the QAPP is kept current. An: revisions to an approved QAPP must be submitted to the EPA PO/WAM and the QA office for review. Implementation of the revision(s) commences only after the awardee receives a copy of the EPA NRIvIRL-Ci Record of Approval/Non-approval for QAPPs documenting approval of the revision(s). (The term "substantiN change" is defined as "any change in an activity that may alter the quality of data being generated or gathered" B. Quality Assurance Audits The awardee and any subcontractor shall anticipate that one or more qualit assurance audits may be performed during the project duration. These external quality assurance audits will b performed by EPA or authorized Government personnel in concert with the EPA NRMRL-Ci QA office or support group. Selection of the specific areas of focus for audits will be commensurate with the scope and needs of the program. (Note: These external audits are intended to complement,not replace, the good laboratory practice of internal audits performed by the awardee.) C. Quality Assurance Reporting Each interim or final report produced as a result of a measurement, data gathering or data generation activity shall include, as an integral section of the project report or as an Appendi a readily identifiable discussion of the data quality of research results. Interim reports shall include the following items as a minimum: Discussions of the quality of data produced in terms of precision, accuracy, completeness, method detection limit, representativeness, and comparability, or semi-quantitative assessments of data quality, as applicable. • Changes to the QAPP, if any. • Limitations or constraints on the use of the data, if any. • Results of performance or systems audits. • Identification of any significant QA/QC problems encountered. • Resolution(i.e. corrective actions) of significant QA/QC problems. • Discussions on the QA objectives that were met and those that were not. The QA section of a project's final report should lend support to the credence of the data as well as the validit; of the conclusions. Data quality statements for precision and accuracy shall be included. The awardee shall comply with EPA's Chapter 5 document "Calculation of Precision, Bias, and Method Detection Limit for Chemical and Physical Measurements, March 30, 1984" whenever normally or near normally distributed data are assessed. When data normality cannot be confirmed or assessed then the awarde shall delineate the specific approach by which the data sets have been assessed. D. 'Ethics and Data Integrity The awardee and any subcontractor shall adhere to an ethics and data integrity code. No person shall participate in: • The intentional selective reporting of data, • The intentional reporting of data values that are not the actual values obtained • The intentional reporting of dates and times of data analyses that are not the actual dates and times of data analyses, or • The intentional representation of another's work as one's own. - - _ Quality Assurance for Category IV Projects (Basic Research Projects) A. Quality Assurance Project Plan (0APPI This project requires an EPA QAPP. The QAPP shall be submitted by the awardee to the AWWARF project manager. The QAPP shall be submitted to AWWARF in a timeframe that allows AWWARF to submit this to EPA thirty (30) days prior to the beginning of any measurement, data gathering, or data generation activity. The awardee shall submit ten (10) copies of the QAPP to AWWARF, with five(5) copies intended for the EPA project officer/work assignment manager (PO/WAM) in order that the QAPP can be reviewed by the EPA technical/management staff in concert with its QA office, it QA support group,or an authorized representative of the government. The awardee should also provide any supporting documentation, such as work plans, standard operating procedures, etc. No measurement, data gathering, or data generation activity may be started completedw(ip (Doupt.aeviatiohsInhaving EPA hNRMgt- Ci record of approval/non-approval for QAPPs documenting approval ofthe approved QAPP will constitute a violation of EPA Order 5360) The QAPP shall contain, in document control format, a thorough discussion of the awardee's and any subcontractor's internal quality assurance and quality control (QAJQC) procedures.. It shall also contain provisions for the external review of the QA/QC program designed for the project. Guidance on the development of a Category IV QAPP is provided in the RREL Pocket Guide Preparing Perfe( Project Plans EPA/600/9-89/087, Oct. 1989. Additional guidance can be found in the document Preparation Aids for the Development of Category IV Quality Assurance Project.Plans, EPA/600/8-91/006, Feb. 1991. Both documents can be obtained from the EPA PO/WAM or by calling 513.569.7562 and requesting a free copy. The QAPP shall contain the following key elements as a minimum: • Project description, including the intended use of the data • QA objectives for critical measurements (i.e., process and analytical measurements essential to achieving project objectives) and the impact of not meeting the QA objectives • Sampling and analytical procedures • Approach to QA/QC Following written approval of the QAPP by EPA, the awardee and any subcontractor shall implement the approved QAPP. Any substantive changes to the specifications in the approved QAPP shall be documented b the awardee as a revision to the QAPP. The awardee shall identify the change and explain the rationale for the change. The EPA in concert with the awardee is responsible for ensuring that the QAPP. is kept current, any revisions to an approved QAPP must be submitted to the EPA for review.- Implementation of the revision(s) commences only after the awardee receives a copy of the EPA NRIVIRL C.i Record of Approval/Non-approva for QAPPs documenting approval of the revision(s). (The term "substantive change" is defined as "any chain in an activity that may alter the quality of data being generated or gathered".) B. Quality Assurance Audits The awardee and any subcontractor shall anticipate that one or more quali assurance audits may be performed during the project duration. These. external quality assurance audits will 1 performed by EPA or authorized government personnel in concert withtheEPA RL-Ci QA office or support group. Selection of the specific areas of focus for audits will be commensurate with the scope and needs of the program. (Note: These external audits are intended to complement, not replace, the good labo at 0 • practice of internal audits performed by the awardee.) C. Quality Assurance Reporting Each interim or final report produced as a result of a measurement, dat gathering or data generation activity shall include, as an integral section of the project report or as an Appendi a readily identifiable discussion of the data quality of research results. Interim reports shall include the following items as a minimum: • Discussions of the quality of data produced in terms of precision, accuracy, completeness, method detectio limit, representativeness, and comparability, or semi-quantitative assessments of data quality as applicable, • Changes to the QAPP, if any. • Limitations or constraints on the use of the data, if any. • Identification of any significant QA/QC problems. • Resolution(i.e., corrective actions)of significant QA/QC problems. • Discussions on the QA objectives that were met and those that were not. The QA section of a project's final report should lend support to the credence of the data as well as the validity of the conclusions. Data quality statements for precision and accuracy shall be included. The awardee shall comply with EPA's Chapter 5 document Calculation of Precision, Bias, and Method Detection Limit for Chemical and Physical Measurements, March 20, 1984, whenever normally or near normally distributed data are assessed. When data normality cannot be confirmed or assessed then the awarde4 shall delineate the specific approach by which the data sets have been assessed. D. Ethics and Data Integrity The awardee and any subcontractor shall adhere to an ethics and data integrity code. No person shall participate in: • The intentional selective reporting of data, • The intentional reporting of data values that are not the actual values obtained, • The intentional reporting of dates and times of data analyses that are not the actual dates and times of data analyses, or • The intentional representation of another's work as one's own. MeZZVtrMtNLtt G9-261-98 15 :23 AWWA RESEARCH ATTkCIDIENT VI 'Cal Water VVorks ksodation AWWA RESEARCH FOUNDATION EQUAL BM:PLOW:MT OPPORTUNITY PLAN AUGUST 1997 The AWWA Resectrth Foundation is fully committed to the concersarbuele:ructir;e:arede equal opportunity in all aspeas of employment. This document . P InflhiMtiOFi all Jr the purpose of defining the Foundation's policy of Phases 4.anPlnYment‘ L 11". TABIZDECatiaNrS PAGE EEO Policy Statenvnt 1 Dissemination of MO Policy Statement 2 Responsibility for huplementation 4 EEO Initiatives 6 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 8 Sex Discrimination 7.7 _ "or SO-2S-S8 15 :24 AWWA RESEARCH EEO POLICY STATEMENT It is the policy of the AWWA Research Foundation to provide equal employment opportunity (EEO) to qualified individuals regardless of their age, race, color, national origin, sex, religion, physical or mental disability, or veteran status. The provisions of this policy on equal employment opportunity include: 1. Nondiscriminalio' in the advertising, recruitment, hiring, trainin' g, and prmnotion of persons in all job classifications within the Foundation. 2. Effective employment decision malting that will enhance the principle of equal employmett opportunity. 3. Ensuring that all personnel actions, such as compensation,.benefits,transfers, layoffs, recalls,Foundation-sponsored events, training, education and tuition assistance, social 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 opportunity is applicable to all divisions and departments of the Foundation, and shall be interpreted and pursued in good faith by all employees to insure that the Foundation's policy of equal employment opportunity is carried out. All forms of discrimination with regard to employees or applicants for employment Including any form of racial slurs, religious intimidation, racial epithets, sexual advances or harassment are prohibited. V v r r - r ....... ••=”•...a.•••r.. DISSEMINATION OF EEO POLICY STATEMENT 1. Internal Dissemination In order to assure greater employee cooperation and participation in the AWWA Research Foundation's efforts, the EEO policy statement shall be distributed internally as broadly as possible. To the extent possible, the policy shall be disseminated as follows: a. The Foundation's policy of nondiscrimination shall be periodically communicated by the Executive Director to Foundation employees. To ensure continued 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 ation 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 communicated 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: a. The Foundation's policy on nondiscrimination shall be periodically transmitted orally 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 norxiiscrimirlation through continued use of the phrase, "An EqualOpportunity • •foyer: M/F/H/V" (Male/Female/ (FlandicapNeteran). 2 0 98-26-95 15 :25 AWWA RESEARCH C. The Foundation's application for employment will contain the following: AN EQUAL OPPORTUNITY EMPLOYER We do not discriminate on the basis of race, color, religion, national origin, sex, age or disability. It is our intention that all qualified applicants be given equal opportunity and that selection decisions be based on job- related factors. d. The Foundation shall use outreach techniques to improve recruitment and increase the flow of minority, female, disabled, and veteran employee applicants, such as, but not limited to, the following: • Request referrals from local recruinrient sources specializing irt minority, female, disabled, and veteran applicants. • Network with certain organizations(universities, professional societies, etc.) that can refer minority, female, disabled, and veteran applicants. • Encourage minority, female, disabled, and veteran employees to refer applicants. 3 _ _ 08-26-98 15:25 AWWA RESEARCH ID• RESPONSIBILITY FOR IMPLEMENTATION The Director of Administrative Services, acting as the EEO officer, located at the Foundation's headquarters in Denver, Colorado, has the responsibility for the administration and maintenance of the Foundation's FEC)plan. The responsibilities of the EEO officer include, but are not limited to, the following: 1. To develop, implement, and modify, when necessary, the EEO plan, which is to be used as an administrative tool to remove barriers to equal employment opportunity and allow for increased representation and participation by minorities at all levels of employment within the Foundation's staff. 2. To evaluate, on a continuing basis, the effectiveness of all phases of operations related to the EEO plan and institute action for correction and improvements as necessary. 3. To investigate remedial suggestionsand/or actions that assist management and supervisory personnel in arriving at solutions to problems in the ccradu ct of this EEO plan. 4. To keep management informed of the latest developments in equal employment qty. 5. To afford minority, female, disabled, and veteran employees full opportunity and encouragement to participate in all Foundation-sponsored educational, training, and social activities. 6. To serve as liaison between the Foundation and enforcement and compliance agencies, as well as minority and female organizations, community groups and recruitment sources that refer disabled persons, and Vietnam Era veterans. Additionally, to act as the Foundation's minority business liaison representative. 7. To investigate and assist in resolving any equal opportunity employment complaints or suspected instances of sexual harassment, whether originating from Foundation employees, or federal or state enforcement or compliance agues or authorities. Under the general supervision of the Executive Director, it is the responsibility of every supervisor and manager with promotional or hiring authority to administer the plan without reservation. As part of their overall duties each member of management is held accountable for the following: • 1. Early identification and resolution of any problem areas related to equal employment oPPoy. 4 0 • GS-25-98 15 :26 AWWA RESEARCH 2. Taking action to prevent harassment of any employee either because of their placement through EEO efforts or because of their race, color, religion, national origin, age, sex, veteran status, or disability. 3 Encourage minority, female, disabled, and veteran employees to participate in educational and training activities. 4. Conduct reviews with lower level managers, supervisors, and employees to insure AWWARF's 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 opportunities for promotion. • 5 De-26-915 15:26 AWWA RESEARCH ID EEO INITIATIVES • The Foundation shall 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 ilementation procedures, and to emphasize the importance of the plan. • • 3. Any person should feel free to apply for employment with the Foundation with the fill 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 Seervices shall provide a written summary to the Equal Opportunity/Ethics Committee indicating minority employment, retention, and promotional statistics. 7. The Executive Director is ultimately responsible for overall implementation of this Plan- • lL . , 14. t 111 IPA II. ;I 1 If any employee believes that be 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 ei13-26-98 15 : 26 AWWA RESEARCH ID= AFFIRMATIVE ACTION COMMITMENTS poucjiMATFTWIENT FOR DISABLED AND VRTKRANQ 1. It is the policy of the AWWA Research Foundation to provide equal employment opportunity to all individuals and to ensure that there is no discriminatlnn on the basis of an individual's mental or physical disability, or status as a veteran. k is the Foundation's intent to frilly comply with Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974. Further, the Foundation ah.0l 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 activkies, etc. 3. In line with our policy on nondiscrimination. the Foundation will continuo to maintain an EEO plan that speaks to the recruitment, hire, and promotion of the disabled and Vietnam Era veterans. POLICY STATEMENTS FOR RELIGION AND NATIONAL ORIGIN 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,s, promotion, transfer, layoff, recall, Foundation-sponsored training, education and tuition assistance, social and recreation programs, and all other practices, terms, and conditions of employment. ReliginuLAwmamadatka 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 ,s,• the Foundation of the need for the accommodation. . 7 58-26-98 15:27 AWWA RESEARCH ID= NAlionaLOrigin The Foundation shall not discriminate on the basis of an individual's national origin. In line with this, the Foundation rust comply with all applicable laws, rules, and regulations governing the employment of noncitizens/aliens, including the Immigration and Reform Control Act of 1986, which requires that employees be authorized to work in the United Stites. POLICY _FOR COMPLIANCEWMILBUIDEL1NPS ON SFX nr. IMTNATJO4 The AWWA Research Foundation policy provides for equal employment and advancement opportunities to qualified individuals regardless of their sex. This policy coven all personnel practices, including.hiring, upgrading, demotion, or transfer, recruitment or recruitment advertising, termination, rates of pay, or other forms of compensation and selection. 1. The Foundation, in its recruitment activity, shall recruit employees of both sexes for all 2. The Foundation's pension plan shall have identical provisions for females and males and other benefit programs shall provide identical coverage for male and female employees, including dependent children. 3. The Foundation Oval not make any distinction based upon sea in employment opportunities, wages, hours, or other conditions of employment. 4. The AWWA Research Foundation has a Family Medical Leave Policy that covers pregnancy and childbirth. Women on such leave accrue service credit and have reinstatement rights to the same extent as other employees covered under the same pommy• 5. The Foundation shall provide equal access to the Rill range of educational and training activities to both sexes. rfpoi y/nwatticm.pin 8-12-97 8 0