HomeMy WebLinkAboutContracts & Agreements_127-2001PENNSTATE
SUBCONTRACT
SUBCONTRACT NO. 2048-CR AWWA-2577
THIS AGREEMENT, entered into as of September 4, 2001, by and between The Pennsylvania
State University, a Corporation organized and existing under the laws of the Commonwealth of
Pennsylvania, with its principal office at University Park, Pennsylvania (hereinafter referred to
as "Penn State") and the City of Redlands, Redlands, California (hereinafter referred to as
"Subcontractor");
WITNESSETH THAT:
WHEREAS, Penn State has received Prime Contract No. 2577 from American Water Works
Association Research Foundation (hereinafter referred to as "Sponsor") as a result of a U.S.
Department of Environmental Protection Agency Cooperative Agreement, under CFDA Number
66.500, to provide for certain research work; and
WHEREAS, Penn State desires to have the Subcontractor perform a certain portion of said
research work; and
WHEREAS, the Subcontractor has represented that it has the present ability to 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 "Application of
Bioreactor Systems to Low -Concentration Perchlorate -Contaminated Water."
The work to be accomplished is set forth in the Subcontractor's Statement of Work
appended hereto as Attachment I.
ARTICLE II - Reports
The Subcontractor shall submit progress reports in accordance with the provisions of the
prime agreement as contained in Attachment V. Reports are due to Penn State's Project
Director, Dr. Bruce E. Logan, one week prior to the dates listed in Exhibit B of Attachment V.
ARTICLE III - Period of Performance
The period of performance under this subcontract shall commence on March 1, 2001 and
continue through September 15, 2003.
ARTICLE IV - Cost
The total estimated cost to Penn State for the performance of this subcontract shall not
exceed $30,000 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 format similar to
the sample invoice appended hereto as Attachment II, but at a minimum shall include
applicable cost sharing, current and cumulative costs, subcontract number and certification.
INVOICES WHICH DO NOT REFERENCE PENN STATE'S SUBCONTRACT NUMBER SHALL
BE RETURNED TO THE SUBCONTRACTOR. Invoices shall be submitted to:
Raymond W. Eyerly, Senior Research Associate
Environmental Resources Research Institute
The Pennsylvania State University
105 Land & Water Research Building
University Park, PA 16801
Phone: (814) 865-0967
Fax: (814) 865-3378
Email: rwe2@psu.edu
A final statement of costs incurred, marked "FINAL", must be submitted NOT LATER THAN
sixty (60) days after subcontract completion.
All payments shall be considered provisional and subject to adjustment within the total
estimated cost established by Article IV, Section A in the event such adjustment is necessary as
a result of an audit by the Commonwealth.
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ARTICLE VI - Independent Contractor
Subcontractor, acting as an independent contractor and not as an agent of Penn State, is
willing to perform said work upon the terms hereinafter provided. Penn State shall not
maintain, and shall not be required to maintain, any direct control over the means or manner
by which the Subcontractor performs the obligations contained in the Statement of Work or
any revisions thereof.
ARTICLE VII - Record Retention
All pertinent records and books of accounts related to this subcontract shall be retained for
a period of three (3) years after the conclusion of the subcontract. Records relating to any
litigation or claim arising out of the performance of this agreement, or costs and expenses of
this agreement to which exception has been taken as a result of audit and/or inspection, shall
be retained by the Subcontractor until such litigation, claim or exception has been resolved.
ARTICLE VIII - Reports Distribution
During the performance of this subcontract, as may be extended from time to time, the
Subcontractor shall be responsible for submitting reports in accordance with Article 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)
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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 XIH - 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 project supported under this subcontract rests with the Subcontractor. The
Subcontractor shall comply with the Animal Welfare Act (Pub. L. No. 89-544, 1996, as
amended, Pub. L. No. 91-579, Pub. L. No. 94-279, and Pub. 1. No. 99-198, 7 U.S.C. 2131 et
seq.) and the regulations promulgated thereunder by the Secretary of Agriculture in 9 CFR
Parts 1, 2, 3 and 4. The Subcontractor hereby certifies that the project is in compliance with
the Animal Welfare Act of 1966 and 9 CFR Subchapter A (Laboratory Animals), as amended;
and is reviewed and approved by the Institutional Animal Care and Use Committee. In the
event animal subjects are required under this subcontract and/or subsequent amendments,
the Subcontractor shall forward to Penn State's Contracting Office its most recent institutional
review committee written approval.
Page 4
ARTICLE XVII - Penn State Representation
Matters concerning compliance relative to performance of this subcontract should be
directed to Penn State's Project Director at the following address:
Dr. Bruce E. Logan
Project Director
The Pennsylvania State University
205 Sackett Building
University Park, PA 16802
Telephone: (814) 863-7908
Fax: (814) 863-7304
Email: blogan@psu.edu
Matters concerning the direction or negotiation of any changes in the 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
ARTICLE XIX - Order of Precedence
If any conflicts or discrepancies should arise in the terms and conditions of this
subcontract, or the interpretation thereof, the order of precedence for resolution shall be: (a)
Section A; (b) Section B; and Section C.
SECTION B
Special Prime Agreement Provisions (Check One)
Special Provisions are not applicable.
X Special Provisions are applicable. Please refer to Attachment V, appended hereto.
The terms are modified in that the term "Foundation" means "Penn State"; "Participant" means
"City of Redlands"; and "Subcontractor" means "Lower -Tier Subcontractor"; except that the
term "Foundation" shall retain its meaning relative to Articles 13, 14, and 20.
SECTION C
General Provisions and/or Certifications (Check One)
X General Provisions and Certifications are not applicable.
General Provisions and/or Certifications are applicable. Please refer to Attachment
, appended hereto.
IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as
of the day and year first above written.
By An A thurize:)fficial of Penn State By An Authorized Official of Subcontractor
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:
or ie Poyz,/,/jCity Clerk
Page 6
A act- r 4
3.0 PROPOSAL FOR PHASE 2
3.1 INTRODUCTION
The primary purpose of Phase 2 of this project is to conduct pilot -scale testing at the Crafton-
Redlands site in Redlands, CA, of an acetate -fed, packed -bed bioreactor, referred to here as the Penn State
University Perchlorate Treatment (PSU-04) System. To fully evaluate scale up and ' operating
considerations, we propose to field test two acetate fed reactors, one packed with sand and the other with
plastic media.
The Crafton-Redlands groundwater source contains necessary trace minerals for biological growth of
perchlorate-reducing bacteria. However, in addition to perchlorate, it contains as competing electron
acceptors, dissolved oxygen and nitrate -nitrogen. Dissolved oxygen is the preferred electron acceptor and
the system is designed to biologically remove this first in the treatment system. As flow progresses
through the reactor, nitrate and perchlorate will be simultaneous removed by the perchlorate-acclimated
culture. All three electron acceptors will be removed in the fixed bed reactor by adding an electron donor
(acetate) at sufficiently high concentrations to ensure their complete removal. A small amount of
ammonia phosphate and ammonia -nitrogen may be needed to satisfy bacterial nutritional requirements.
Residual electron donor in the effluent will be removed in a post treatment system (biological aerobic
filter).
The major questions, or outstanding issues, that need to be addressed during this phase of the project
are:
• What are the major design criteria for facilities to reliably remove perchlorate with the tested
processes?
• How much will the facility cost to construct and operate? Costs of the various processes tested
can then be compared with each other to determine what is the best approach to treat perchlorate-
laden waters.
• How much time is needed to stabilize the process?
• How difficult will it be to operate? For example, is it more difficult to operate and maintain
process stability than a POTW wastewater treatment facility?
• What are the auxiliary needs for this process? Do we need to treat the waste product before
discharging to a sewer or stream?
• What treatment processes are needed downstream of the bioreactor to produce water that meets
drinking water standards?
• What -will the primacy -regulatory agencies require to approve -this process?
We have organized this phase into the following major steps:
1, Process design — This includes coordination with AWWARF, other researchers (to share appropriate
needs), Utility staff, Penn State, and CDM. Therefore, all of the design details are covered and
duplication of effort is avoided. Testing protocol will also•be developed in this step.
2. Facility set-up and fabrication — This step mainly requires the City of Redlands and CDM to prepare
the site and equipment for testing. Because CDM's pilot facility is located in Long Beach, California,
some on -site assistance is available to the City if needed.
3. On -site testing — The primary person staffing the pilot system is from Penn State with assistance from
CDM and the City.
5
4. Report preparation — To document the findings from these proposed tests, the standard progress and
final reports are part of our plans. Details for various submittals will be worked out with AWWARF
staff.
5. Optional — This includes any additional services that may become necessary as the project progresses
due to unanticipated operational problems inherent in any research -level effort.
3.2 SITE DESCRIPTION
We propose to house the pilot system inside an existing building on the site with GAC contactors.
The City of Redlands will furnish the labor, utilities, and necessary equipment to prepare the site for the
pilot plant and install any drains or inlet lines needed. The photograph below shows the existing building
that will be used for this work. Work needed to
prepare the sites includes:
• Remove existing equipment from this
building
• Verify electrical utilities are functioning
• Install inlet and drain pipelines
• Install pilot equipment and pads, as needed.
The water quality at this site is well documented
as it has been treated for several years to remove
TCE and DBCP. We anticipate similar water
quality to that previously obtained, but we will
obtain water quality data as these wells lariVIVIP
have not operated for several months.
3.3 SYSTEM CONFIGURATION
The PSU-04 system consists of a packed.bed reactor fed an electron donor (acetate) and essential
nutrients dissolved in the water. To ensure long term performance of the system, it has the capability for
temporary fluidization of media (sand) or backwashing (plastic random media), depending on the system,
to reduce the potential for reactor plugging due to biological growth. Such backwashing will be needed
during long term operation to prevent excessive biofilm accumulation leading to reactor plugging. There
is also a separate regeneration tank that can optionally be inoculated with perchlorate-reducing
microorganisms (PRMs) for reactor bioaugmentation for system start up or PRM biofilm community
revival. The regeneration tank is ordinarily a separate tank, but here it will be the same tank used for
backwash water in order to minimize site area requirements. The regeneration tank is filled with high
concentrations of acetate (electron donor), nutrients (phosphate and ammonia -nitrogen), and chlorate.
When the contaminated water stream entering the packed bed reactor is turned off, the regeneration tank
water is recirculated through the reactor. The direction of flow of the regeneration water is preferably in a
direction opposite to that of the process water (although this is not known to be a critical factor). If the
column is operated in downflow mode the regeneration and/or backwash water is in upflow mode. The
purpose of the regeneration tank is to ensure that a high concentration of biomass of PRMs is maintained
in the tank. The system should have a feed water equilization basin accessible for returning reactor
effluent during startup. A process flow diagram, submitted with Progress report No. 4, is attached as an
appendix.
6
the event that backwashing removes too much biofilm for the reactor to be immediately restored to full
operation, the regeneration system can also be used to regenerate the biofilm and restore system
performance.
3.5.6 Post Treatment Requirements
One of the key question is how to meet drinking water standards following perchlorate removal. We
plan to have a wide -range of pilot systems available to monitor and treat the water coming from the bio-
reactor. For this site and because the City of Redlands has a series of pressure filters with GAC to
remove TCE and DBCP, we plan to simulate the impact of the bio-reactor on this system. If needed,
other GAC sizes can be tested inside pilot filter columns. Also, CDM can provide processes such, as
ozone contactors to determine if oxidation can remove excess carbon in the treated water stream.
For the waste stream from the bio-reactor, several options are available and should be tested to
determine the best and most economical method. Also, CDM plans to contact local regulatory agencies to
determine the acceptable discharge limits into neighboring sewer systems. The facilities, costs, and
acceptable method will most likely depend on the frequency backwashing is needed for this system.
3.5.7 Assessing Plant Performance
The pilot plant design will consider methods to assess plant performance on a frequent basis. This
includes installing the necessary sample ports for manual collection of data along with in -line monitors
for items such as turbidimeters, pH monitors, and flow meters. Sketches showing the locations, space
requirements, drain routing, and valves will be developed to help operators perform duties and monitor
performance of the tests and equipment.
3.5.8 Regulatory Concerns
The key regulator concern is how to reliably treat perchlorate-laden water to meet current and
anticipated drinking water standards. As included and discussed in Project Report No. 4, the State of
California has established a rigorous process to prove reliability of significantly impaired water sources.
The steps, challenges, strategies, and costs for complying with these strict requirements will be assessed
for this project and will be used to compare it with other ongoing AWWARF funded projects related to
perchlorate.
4,0 SCHEDULE AND BUDGET
The budget for this project is attached, indicating tasks for and Redlands and CDM as subcontracts to
Penn State. The personnel on this project, and their areas of responsibility are:
Penn State: Bruce Logan, Kijung Kim;
CDM: Steve Price, Al Bourquin, Michael Zafer, Phil Davis, and Harold Pepple
Redlands: Doug Headrick;
A schedule showing the completion of Phase 1, pilot plant development efforts, and field work is
attached.
9
Phase 2 - Perchlorate Research
Activity
Prepare site for pilot plant
Assist with installation
Operate site equipment
Assist with on -site testing
Laboratory
Utilities
Contingency
Funds Needed By:
AWWARF In -Kind
$ 5,000 $
$ 5,000 $
$ - $
$ 5,000 $
$ 10,000 $
$ - $
$ 5,000 $
Totals $
2,000 $
2,000 $
2,000 $
2,000 $
2,000 $
3,000 $
- $
Total Year 1 Year 2
7,000 $ 7,000
7,000 $ 7,000
2,000 $ 1,000 $
7,000 $ 1,750 $
12,000 $ 3,000 $
3,000 $ 750 $
5,000 $
Comment
Clean garage, verify utilities
Help move items into garage
1,000 Existing well pump, etc.
5,250 Sample collection
9,000 Sample analysis
2,250 Electrical, wastewater, etc..
5,000 Reserve for unforeseen work
30,000 $ 13,000 $ 43,000 $ 20,500 $ 22,500
70% 30%
ID
Duration
Start
9/00 10/00 11/00 12/00 1/01 2/01 3/01 4/01 5/01 6/01 7/01 8/01 9/01 10/01 11/01 12/01 1/02 2/02 3/02 4/02 5/02 6/02 7/02 8/02 9/02 10/02
1
1 day
Fri 9/1/00
2
121 days
Fri 9/1/00
.
3
60 days
Fri 9/1/00
4
30 days
Fri 11/24/00
5
30 days
Fri 1/5/01
6
Y
v
v
7
0 days
Fri 9/1/00
8
45 days
Fri 11/24/00
9
30 days
Fri 12/15/00
10
30 days
Fri 12/.15/00
11
45 days
Fri 1/26/01
12
30 days
Fri 3/30/01
13
10 days
Fri 5/11/01
{
14
140 days
Fri 5/25/01
•
15
10 days
Fri 12/28/01
16
90 days
Fri 1/11/02
.
17
60 days
Fri 5/17/02
18
60 days
Fri 8/9/02
19
195 days
Mon 8/13/01
Project Schedule Penn State University
Application of Bioreactor Systems to Low -Concentration Perchlorate -Contaminated Water(Phase 1 and 2) camp dresser and McKee Inc.a
pp y � City of Redlands, California
ATTACHMENT H
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
Capital Equipment
Software
Fringe Benefits
Total Direct Costs
Indirect Costs
Total Costs
Cost Sharing
Total Costs
"SAMPLE"
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 7
ATTACHMENT DI
ADDRESSES FOR REPORTS DISTRIBUTION
Report Mail To Copy To
Progress Report 1 2 Note A
Final Report (Draft & Approved) 1 2 Note A
Monthly Invoices 3
Final Invoices 3
Subcontractor's Release 2
Subcontractor's Assignment of Refunds, Rebates, 2
Credits and Other Amounts
Inventory of Property 2
Report of Inventions and Subcontracts 2 1
A-133 Certification 2
1. Dr. Bruce E. Logan
Project Director
The Pennsylvania State University
205 Sackett Building
University Park, Pennsylvania 16802
Telephone (814) 863-7908
2. Timothy M. Stodart, Contracts and Proposals Specialist
Office of Sponsored Programs
The Pennsylvania State University
110 Technology Center Building
University Park, Pennsylvania 16802
Telephone (814) 865-1027
FAX 814-865-3377
E-Mail: tms21@psu.edu
3. Manager
Research Accounting
The Pennsylvania State University
120 South Burrowes Street
313 Rider Building
University Park, Pennsylvania 16801
Res-Acct@psu.edu
Note A - The Subcontractor shall provide only a copy of the transmittal letters for satisfying this
requirement of the Reports Distribution.
Page 8
ATTACHMENT IV
CLOSEOUT DOCUMENTS
Page 9
SUBCONTRACTOR'S RELEASE
Prime Award No. 2577
Subcontract No. 2048-CR-AWWA-2577
Pursuant to the terms of Subcontract No. 2048-CR-AWWA-2577 and in consideration of the sum of
which has been or is to be paid under the said subcontract to the
City of Redlands (hereinafter called the Subcontractor) or to its assignees, if any, the Subcontractor upon payment of
the said sum by The Pennsylvania State University, University Park, Pennsylvania (hereinafter called the Contractor)
does remise, release, and discharge the Contractor, its officers, agents and employees, of and from all liabilities,
obligations, claims, and demands whatsoever under or arising from the said subcontract, except:
1. Specified claims in stated amounts or in estimated amounts where the amounts are not
susceptible of exact statement by the Subcontractor, as follows:
2. Claims, together with reasonable expenses incidental thereto, based upon the liabilities of
the Subcontractor to third parties arising out of the performance of the said subcontract,
which are not known to the Subcontractor on the date of the execution of this release and
of which the Subcontractor gives notice in writing to the Contractor within the period
specified in the said subcontract.
3. Claims for reimbursement of costs (other than expenses of the Subcontractor by reason of
its indemnification of the Contractor against patent liability), including reasonable
expenses incidental thereto, incurred by the Subcontractor under the provisions of the said
subcontract relating to patents.
The Subcontractor agrees, in connection with patent matters and with claims which are not released as set forth
above, that it will comply with all of the provisions of the said subcontract, including without limitation those
provisions relating to notification to the Contractor and relating to the defense or prosecution of litigation.
IN WITNESS WHEREOF, this release has been executed this day of , 20_.
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 10
SUBCONTRACTOR'S ASSIGNMENT OF REFUNDS, REBATES,
CREDITS AND OTHER AMOUNTS
Prime Award No. 2577
Subcontract No. 2048-CR-AWWA-2577
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:
1. 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 11
SUBCONTRACTOR A-133 CERTIFICATION
Subcontractor Name: City of Redlands
Subcontract No.: 2048-CR-AWWA-2577
The undersigned, being an authorized financial officer of the referenced Subcontractor, hereby certifies that:
The Subcontractor's total Federal expenditures for fiscal year ending do not exceed $300,000.00 a
fiscal year. The Subcontractor is exempt from Federal Audit requirements for the subcontract Period of
Performance.
The Subcontractor has had an A-133 compliance audit for fiscal year ending and has not been
informed of any instances of non-compliance with federal laws and regulations that have a direct bearing on this
subcontract. A COPY OF THE SUBCONTRACTOR'S WRI'1'1'bN NOI'1MCATION AS PROMULGATED IN
SUBPART C, SECTION .320(e)(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 ATTACHED.
The Subcontractor has not yet completed an A-133 compliance audit for fiscal year ending . The audit is
to be completed by . A COPY OF THE SUBCONTRACTOR'S WRI1'1•bN NO 11FICATION
AND, IF APPLICABLE, THE REPORTING PACKAGE WILL BE FORWARDED TO PENN STATE WHEN
AVAILABLE.
Typed Name and Title Date
Signature
Page 12
THE PENNSYLVANIA STATE UNIVERSITY
INVENTORY OF PROPERTY
FOR
SUBCONTRACT NO. 2048-CR-AWWA-2577
PRIME CONTRACT NO. 2577
FROM TO
Please check whether property was acquired under the above referenced Subcontract. If property was acquired, please complete the requested information below.
NO Property was acquired under this Subcontract.
YES Property was acquired under this Subcontract.
Please complete the information requested below.
Description Manufacturer Model Number Serial Number Date Purchased Dollar Amount
Signature
Date Title
REPORT OF INVENTIONS AND SUBCONTRACTS
(Pursuant to "Patent Rights" Contract Clause (See Instructions on Reverse Side)
Public reporting for this collection of information is estimated to average 1 hour per response, including he time for reviewing instructions, search existing data sources, gathering and maintaining the data needed
collection of information. Send comments regarding this burden estimate or any other aspect of this col ection of information, including suggestions for reducing this burden, to Washington Headquarters Services,
Operations and Reports 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22203-4302, and to he 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
c. CONTRACT NUMBER 3
la. NAME OF CONTRACTOR/SUBCONTRACTOR
c. CONTRACT NUMBER
2a. NAME OF GOVERNMENT PRIME CONTRACTOR
b. ADDRESS (include ZIP Code)
d. AWARD DATE (YYMMDD)
b. ADDRESS (include ZIP Code)
d. AWARD DATE (YYMMDD)
IForm Approved
OMB No 9000-0095
Expires July 31, 1995
and completing and reviewing the
Directorate for Information
OFFICER.
. TYPE OF REPORT (X one)
a. INTERIM
b. FINAL
4. REPORTING PERIOD (YYMMDD).
a. FROM
b. TO
► SECTION 1 - SUBJECT INVENTIONS
5. "SUBJECT INVENTIONS" REQUIRED TO E REPORTED BY CONTRACTOR/SUBCONTRACTOR (If "None" so state)
NAME(S) OF INVENTOR(S)
(Last, First, M)
a.
TITLE OF INVENTION(S)
b.
t. EMPLOYER OF INVENTIOR(S) NOT EMPLOYED BY CONTRACTOR/SUBCONTRACTOR
(2)(a) NAME OF INVENTOR (Last, First, M)
(1)(a) NAME OF INVENTOR (Last, First, M)
(b) NAME OF EMPLOYER
(b) NAME OF EMPLOYER
(c) ADDRESS OF EMPLOYER (Include ZIP Code)
(c) ADDRESS OF EMPLOYER (Include ZIP Code)
DISCLOSURE NUMBER,
PATENT APPUCATION
SERIAL NUMBER OR
PATENT NUMBER
ELECTION TO FILE
PATENT APPLICATIONS
d.
(1) UNITED STATES
(2) FOREIGN
CONFIRMATORY INSTRUMENT OR
ASSIGNMENT FORWARDED
TO CONTRACTING OFFICER
a.
(a) YES
(b) NO
(a) YES
(b) NO
(1) YES
(2) NO
g. ELECTED FOREIGN COUNTRIES IN WHICH A PATENT APPLICATION WILL BE FILED
(2 FOREIGN COUNTIRES OF PATENT APPLICATION
(1) TITLE OF INVENTION
SECTION II - SUBCONTRACTS (Containing a"Patents Rights" clause)
6. SUBCONTRACTS AWARDED BY CONTRACTOR/SUBCONTRACTOR (If "None" so state)
NAME OF SUBCONTRACTOR(S)
a.
ADDRESS (Include ZIP Code)
b.
SUBCONTRACT
NUMBER(S)
c.
DRAR 'PATENT RIGHTS'
d.
(1) CLAUSE
NUMBER
(2) DATE
(YYMMDD)
DESCRIPTION OF WORK TO BE
PERFORMED UNDER SUBCONTRACT(s)
e_
f. SUBCONTRACT DATES (YYMMDD)
(1) AWARD
(2) ESTIMATED
COMPLETION
SECTION III - CERTIFICATION
7. CERTICATION OF REPORT BY CONTRACTOR/SUBCONTRACTOR (Not required if
a. NAME OF AUTHORIZED CONTRACTOR/SUBCONTRACTOR OFFICIAL (Last, First, MI)
l Small Business or
Non -Profit organization.) (X appropriate box)
c. I certify tha 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
1998 by and between American Water Works Association Research Fo e : ' er the
"Foundation'), a Colorado non-profit corporation whose : •' ce of business is located at
6666 W. Quincy Avenue, Denver, Colors e Pennsylvania State University
(hereafter the "Participant') , whose principal place of business is located at 216
Sackett Building, Park, PA 16802.
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 note -profit use of
Intellectual Property including, but not limited to, a Foundation owned publicationor 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 nonprofit 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 completedby the Participant pursuant to
this Agreement and as described more specifically in the Project Proposal.
7
f vo
H. The "Project Advisory Committee" or "PAC" shall be definedeas oup o
to lunte4rs
gathered by the Foundation to provide technical review, assistanceexpertise
e
Foundation regarding the Project
I.
The "Project Manager" shall be defined as the Foundation's emp oy Participant as
spec
cni icda ally
designated herein,.with responsibility for reviewing all actions taken y aP
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, b who Pro the
Participant
shall separately contract, to complete one or more specific tasks requiredy
K. Definitions for terms included in Exhibit F are included herein by reference.
Proiect Proposal. The "Project Proposal" shall be defined as the initial request
1 •,
Participant for funding and shall include all relevant to the execution of this Agee = ent. The
communications subsequent to that request but prior that earth as
Participant'shall perform research and prepare written reports concerning
detailed by the Project Proposal attached as Exhibit A to this Agreement.
2. . Sco a of Work. This document shall be prepared bed e, the Foundaticipant on within thirty
d may be a
Derivative Work of the Project Proposal- It shall be submitted ork shall be used by the
(30) days of the execution of this Agreement. The Scope
purposes. In the event an • nflict exists between this Agreement
Foundation for informational and the Project Proposal or the Scope of Work, the t: s of this Agreement shall control.
3, Project Personnel. The Principal I gat or shall be: Bruce E. Logan, Ph.D., Professor
located at,The Pennsylvania State Unive , 216 Sackett Building, University Park, PA 16802,.
(814) 863-7908. No changes or subst' ons for this including,
potion shall but be
limited to, ade for any
reason
or
without the prior written approval ► I e Foundation
in any essential
extended absences. Furth' � changes personnel (coinvestigators,uire prior written approval from the
subcontractors, etc.) identifi the Project Proposal, req may
Foundation. The Project ager shall be: Frank Blaha, howeve'r,, t e nda without the�e
the Project Manager fr, time to time as deemed necessary by the
Participant's approve . All technical communications by the Participant to the Foundation shall
be conducted thro a the Principal Investigator matters shall be condshall be directed to the ucted through Paul
ject Manager.
Communicatio' regarding contractual or administrative
M. Antolos , Office of Sponsored Programs, 110 Technology Center, University Park, PA
16802 (8 863-0681 and shall be directed to the Project Manager.
4, Time of Performance. All Project tasks, reports, an other ions amended by the obligations
c ' pleted by the Participant as detailed on Exhibit B to this Agreement
utual written agreement of the parties. The Foundation retains the option to temporarily
g 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.
.a
6. ' Periodic Reports. The "Periodic Reports" shall be defined as written summaries
submitted throughout the Project by the Participant and to the Foundation pursuant to a schedule
determined by this Agreement. The Participant shall provide Periodic Reports to the Foundation
pursuant to the schedule detailed by Exhibit B and as defined in this Agreement. Six (6) copies
of each required Periodic Report shall be provided to the Foundation.. Each Periodic Report shall
include a Status Report, Budget Report, and Outreach Report. .Periodic Reports must provide
sufficient information to allow the PAC and the Foundation to evaluate, at their reasonable
discretion, the progress and quality of the work completed as detailed by Art. II., Para #6.a. and
b.
a. Status' Reports. The purpose of each. Status Report is to record the work completed and
document the execution of the tasks and activities described in this Agreement. The Status
Report shall describe the progress of the Project, document the.tasks accomplished, detail
any problems encountered by the Participant, and provide a brief overview of the next
period's work to be completed: Each report must be sufficiently detailed to allow the
Foundation to monitor the Participant's performance on the Project, including quality
assurance/quality control activities as outlined in the Quality Assurance Project Plan
(QAPP)(Exhibit G) The Status Report should follow the format of the Foundation's
Format -Style Guide for Preparing Research Reports, as may be edited from time to time. In
addition, the Status Report shall include, on a three and. one-half (3.5") computer disk using.
WordPerfect® or Microsoft Word® word processing format,,a one (1) page summary of the
Status Report suitable for distribution by the Foundation to its subscribers on the Internet_
b. Budget, Reports. Each Budget Report shall be in the form detailed by Exhibit C to this
Agreement. vigor whownew :,,1- ate u. -11 ;1t4 A ..f meoater
iiippramoviiisaamilioloopliaairmaimisaima
(1) All expenses, whether for cash or in -kind services, must be detailed by these
Reports.
(2) The final Budget Report submitted must reconcile all payments made, Project
costs incurred, and all in -kind contributions as detailed in the project proposal.
c. Outreach Reports.The purpose of the Outreach Report is to provide information on
presentations, papers, reports, etc. related to the Project. 'A comprehensive list of
presentations made or papers, reports, etc. submitted during the course of the Project
including a copy of any such presentation, paper, or report, as detailed in Art. II., Para. 14.d.,
must be included in this section and updated for each period including information on where
and when presented or submitted.
7. Final Proiect Report/Drafts. The Final Project Report is the official report detailing the
results of the Project. The report shall include all relevant materials and methodology, results,
innovations, inventions, conclusions, recommendations, and data resulting from the Project.
Further, the parties agree the target audience for these documents is the drinking water
community. As a result, the report must include a clearly identified section explaining the
practical benefits of the Project results to the drinking water community. The Participant shall
submit a three and one-half inch (3.5") computer disk for each Final Project Report draft and the
Final Project Report contained on it in WordPerfect® or Microsoft Word® word processing
format, or another word processing format approved by the Foundation. Additional requirements
11,
for submission of the Final Project Report are as follows:
a. Format. The content, form and format shall follow the Foundation's Format -Style Guide
for Preparing Research Reports, as may be edited from time to time. Strict adherence to
this guide is required.
'b. Format Sample. This report detailing the Final Report's format, and utilizing the format
described in Art. IL, Para. #7.a. above, shall be submitted to the Foundation pursuant to the
schedule detailed by Exhibit B. This report shall include examples of the front matter, text,
equations, figures, tables, and references as described in the Format -Style Guide for
Preparing Research Reports.
c. Final Project 'Report Draft. A Final Project Report draft shall be submitted for review,
in the format detailed by Art. II., Para. #7.a. above, pursuant to the schedule detailed by
Exhibit B. The Participant shall submit six (6) copies of this draft, bound or on three -hole
punched paper. Additional drafts of this report may be required by.the Foundation pursuant
to Art. II., Para. #9. below in order to address the Foundation's comrnents or questions.
d. Final Project Report. .The Participant shall submit one (1) original Final Project Report
and two (2) copies unbound and on undrilled paper, pursuant to the schedule detailed by
Exhibit B, and with all explanations and/or revisions requested by the Foundation pursuant
to A.rt.11., Para. #9 of this Agreement.
(1) Additional form and/or style standards may be required and/or made by the
Foundation.
(2) The Participant shall review the edited Final Project Report and respond to any
formatting or editorial questions posed by the Foundation within a timeframe negotiated
with the Project Manager (usually 21 days). The Participant shall also correct and/or
change any camera-ready figures as required by. the Foundation to conform to
publishing formats as detailed by Art. II., Para. #7.a...
(3) The Foundation may forward the Final Project Report, as prepared for
publication, to the Participant for review. In this event, the Participant shall use its best
efforts to review the report in a timely manner as reasonably requested by the
Foundation.
by Exhibit D. This two. (2) page profile will a ' for inclusion in the
Foundation's Project Pr • • • e parties agree that the target audience for this Project
Profs) ng water community. As a result, the profile must include a clearly identified
9. Review of all Written Materials and Alterations. All drafts and final documents shall
be reviewed by the Foundation. The Foundation shall have the right to require Participant to
respond to the Foundation's (including the PAC's) technical review of written material either by
providing explanations of technical information or by responding to reasonable requests for
revisions to technical reports. The Foundation shall also have the right to require grammatical,
stylistic or syntax revisions in any drafts of final documents submitted to the Foundation.
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
the
request.FWhether
a new draft is required shall be
determined at the sole reasonable discretion
O. 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 ielied upon, in the
Final Project Report are accurate to the best of its knowledge, information
o�P will besubmitted belief.
Since to this
is an EPA funded project, a written quality assurance projectplan(QAPP)
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 weaff®� utilities any
Subcontractor, the Participant will utilize reasonable and customary
accuracy of the information obtained.
responsible for a) describing in full and in writing 'the understandingof the parties for ent g
into a cooperative relationship for purposes of this Project, (b) granting the participati • tility
the right to review the Projects use and conclusions concerning that organization's . and/or
test results, and (c) provide the participating utility with the reasonable opport • to correct, or
if correction will take an unreasonably long time, to respond to, any problem difficulties
uncovered by the data, information, or test results, all of which must occ • nor to the
publication or use of such information. This provision shall apply 'to�; watto providing utility
t liservices
participating in any manner with the Project, including, but not li icj ant shall be responsibleies, for
data, materials for testing, test results, or documentation. The P
providing letters for each participating utility confirming t y have been made aware of the
nature of the cooperative relationship and have reviewe 1 applicable data, infoimation, or
result's as described in this Paragraph. Letters of co ation 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. Com ensation. The total co sation to be paid by the Foundation to the Participant
for this Project shall • • nited States currency. In no event shall compensation
exceed this amount. All disbur ents shall be utilized solely for the purposes detailed by this
Agreement. The compensa is composed partially of funds advanced through the.
Environmental Protectio • gency and so is subject to the requirements of Section 2(d) of the
Prompt Payment Act . 97-177). As such, compensation ma. not be utilized to pay late fees
or interest payme .The Participant agrees to provide ( dollars) in in -kind services
for the Project. disbursements to the Participant shall be mailed to the following address:
James Matte ' esearch The Pennsylvania State University, Accounting Office, 120 S.
Burrowes ' 313 Rider Bldg., University Park, PA 16801.
Advance. illinkshall be paid to the Participant upon execution of this Agreement.
included in Exhibit A. The Participant's request for payment must identify and displa
cash and in -kind contributions committed to the Project during each period on the
Foundation Budget Report. No payment will be disbursed by the Foundation unl and
until each Periodic Report is received and accepted as detailed by Art. II., Par 6.a.- c.
9bove. The final request for payment must reconcile all payments made, ' ct costs
incurred, and in -kind contributions. All requests for reimbursement for petty, equipment,
supplies, travel costs, and other expenses shall comply with the requ ents of OMB
Circular A-1 10, as amended from time to time.
(1) The initial payment detailed by Art. 11., Para. # . • is to be carried over as an
advance into each period and to be reconciled in t i ast period's request for payment.
(2) The Foundation shall withhold twen rcent (20%) of the total compensation
from disbursement to the Participant. 0 If of this amount, or ten percent (10%),
will be disbursed to the Participant u ,'. receipt of the Final Project Report draft. The
other one-half or ten percent.(10%) ' the total compensation will be disbursed to the
Participant after Participant respo' • s to editor queries and provided all tasks are
performed as detailed in this A , ement and termination is not caused by the
Participant's breach of this eement.
c. Final Payments. Subse ' • ent to response to editor queries but no later than within thirty
(30) days of the Tenn na ' Date, as defined by Art. 11., Para. #16., provided termination is
not caused by the Part' ant's breach of this Agreement which is not cured, the Foundation
shall make all final ments required.
d. Payment ubcontractors. Payment for services of any and all Subcontractors shall
be the P , ' pant's sole obligation and responsibility. The Participant hereby indemnifies
the Fou ' • tion for any liability concerning such payment_
owable Expenses/Costs.. The allowable expenses or costs of performing this
ment will be determined in accordance with the terms herein and the principles set
rth 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 -I 10, 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 Rights 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.
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 drifts 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., II., 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-] 1 Q 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. IL, Para. #6. And #7. if such information is relevant to the project findings as detailed in
Art. IL, Para #7. The Participant shall have the burden of demonstrating the existence of . .
confidential information and/or, trade secrets should•it designate information as such by
legend and that designation is questioned by the U.S. Government.
c:. Jointly Owned Intellectual Property. For the purpose of allowing both the Foundation
and the Participant to make use fully of all Intellectual Property which is not defined above
as owned by either party solely, certain Intellectual Property shall be considered Jointly
Owned Intellectual Property.• The Foundation and the Participant may utilize such property
for any and all purposes throughout the world. Further, the Participant hereby grants to the
Foundation's subscribers a nontransferable, nonterminable, and nonexclusive license,
without royalty, to utilize Jointly Owned Intellectual Property. The Participant shall execute
whatever documents are required in order to comply with this Paragraph, 'including, but not
limited to, assignments as necessary for any world-wide copyright protection. Jointly
Owned Intellectual Property is defined as:
(1) all Intellectual Property developed during the term of, and pursuant to, this
Agreement which is not defined above as Foundation's Intellectual Property,
Participant's Intellectual Property, or as U.S. Government's Intellectual Property as
detailed in Art. 11. Para. #14.a. (3) above. Please note: the Foundation shall. own only
the copyright in those works, reports, and computer software detailed in Art. II, Para.
#14.a. above; information reported in these documents such as innovations, creations,
processes, designs, methods, formulas, plans, technical data, and specifications shall be
considered Jointly Owned. Intellectual Property.
(2) the Project Proposal, excluding the statement of qualification and resumes.
d. Publication of Jointly Owned Intellectual Property. The Foundation encourages the
Participant to publish Jointly Owned intellectual Property based on this Project and to utilize
Foundation's Intellectual Property for Educational Purposes as detailed in Art. 1, Para. B.
Any publication of Foundation intellectual Property must comply with the requirements of
Article II., Para. #14.a. (I) — (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 thatit 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 languageopany_copyright assignment: The ..
submitted manuscript [publication][preseritation) 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.
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 er any -
portion of the Foundation's Intellectual Property, shall include the following, or a similar,
statement acknowledging the Foundation for providing financial and administrative support:
The The Pennsylvania Stale University gratefully acknowledges that the AWWA Research
Foundation is the joint owner [owner] of the [certain] technical information upon which
• this publication [manuscript] [presentation] is based The The Pennsylvania State
University thanks the Foundation and the U.S. government, through The Environmental
Protection Agency for its financial, technical, and administrative assistance in funding and
managing the project through which this information was discovered
h. Disclaimer. All publications and presentations utilizing the Foundation's intellectual
Property or the Jointly Owned Intellectual Property shall include the following disclaimer
The comments and views detailed herein may not necessarily reflect the views of the AWWA
Research Foundation,its officers, directors, afliates or agents, or the views of the U.S
Federal Government. •
15 UriQinality. 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 anySubcontractor 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.
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 (306) day falls.
17. Return of Proaerty. 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 by37. 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 Foundations 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.411IL EAT* 0.11e0•J
b. Responsibilities of the Participant. At al times, all obligations performed by the
Participant or by any Subcontractors pursuan o this Agreement shall be performed in a
manner consistent with professional standard governing such services. Further, the
participant shall be responsible for, and shal ndemnify the Foundation and the
Environmental Protection Agency, their officers, directors, affiliated organizations,
employees, agents, and volunteers, from any and all liability, obligation, damage, loss, cost,
claim, lawsuit, cause of action, or demand whatsoever of any kind or nature; including, but
not limited to, attorneys fees and costs, arising from any
actions taken or omissions by the
Participant, its officers, directors, Subcontractors, employees, independent contractors, or
other related entities or individuals (i) arising from the Project or this Agreement in any
manner, (ii) concerning use or misuse of Intellectual Property, or (iii) caused by the
Participant's breach of this Agreement. Such indemnification shall be only in proportion
and to the extent liability, obligation, damage, loss, cost claim, lawsuit, cause of action, or
demand are caused by or result from the reckless, intentional, or negligent acts,or omissions
of the Participant, its officers, directors, Subcontractors, employees, independent
contractors, or other related entities or individuals.
c. Insurance.
As a state -supported institution of higher education, the University of Nevada, Las Vegas, is a
self -insured agency of the State of Nevada. UNLV. certifies that, with respect to workers'
compensation, the University is qualified pursuant to statutory authority. Requirements and
Worker's Compensation which complies with the a o such
insurance shall be presented to uant to the schedule detailed by Exhibit
B. In the event u i izes Subcontractors during the course of this Project, the
Pam' ' :., 1 obtain proof that such Subcontractors maintain Worker's Compensation
d it. '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 F . n
the event the Participant fails to comply wi • ' an thus -causes a breach of this
Agreem c reasonable discretion, remove that Participant from
20. Equal Opportunity/Affirmative Action. The Foundation is an equal opportunity
employer and, as such, does not discriminate on the basis of age, sex, race, religion, color,
national origin, physical or mental disability,. or veteran status. Upon execution of this
Agreement, the Participant agrees to (a) support the Foundation's non-discrimination. policy and
require all Subcontractors to support this policy; and (b) abide by all laws, rules, and executive
orders governing equal employment opportunity. The Participant also agrees to make available
to the Foundation, upon reasonable request, proof of its efforts, as well as all Subcontractors'
efforts, to comply with this Paragraph. S-
ee i4t1aLt,n.�,;1"
sal
contractor with respect to the Foundation. Nothing in this Agreement shall be cons . o make
the parties partners or joint ventures or to create an employment relationshi en the parties.
Any and all relationships created relating to Subcontractors shall be n the Participant and
such Subcontractors only and shall not create any relationshi, = een such Subcontractors and
the Foundation.
22. Modification in Writing. . • greement may not be modified or amended, nor may
any term or provision be waiv ischarged, including this particular Paragraph, except in
writing, signed by the p • i r parties against whom suchamendment, modification, waiver, or
discharge is sough ' e enforced. Any modification must be executed by the Foundation to be
effective.
2 Transferability. This Agreement shall not be assignable by the Participant without the
Exhibit B (Phase 2)
Project 2577
Application of Bioreactor Systems to Low -Concentration Perchlorate -Contaminated Water
PHASE 2 - EXHIBIT B (SCHEDULE)
TASK
Phase 2 Project Advance Payment (10%)
Detailed Scope of Work
USEPA Required Quality Assurance Project Plan, Phase 2
Summary Phase 1 Report
First Phase 2 Periodic Report
Second Phase 2 Periodic Report
Third Phase 2 Periodic Report
Letters of Confirmation for participating utilities (H.11)
Draft Final Project Report (IL7)
Revised Draft Final Project Report and Project Profile to Editors
Final (Published) Project Report & Project Profile (117 & 1L8)
Execution of Assignment Documents for
Foundation Intellectual Property &
Jointly Owned Intellectual Property (II.14.a. & c.)
Termination Date (II.16)
Document transfer for Intellectual Property,
and Final Compensation (11.17 & II.12.c)
DUE DATE
December 31, 2000
January 15, 2001
January 15, 2001
January 15, 2001
April 15, 2001
October 15, 2001
April 15, 2002
November 15, 2002
November 15, 2002
March 15, 2003
September 15, 2003
September 15, 2003
September 15, 2003
October 15, 2003
Exhibi
Project 2`
U.S. GOVERNMENT INTELLECTUAL PROPERTY RIGHTS
37 CFR Part 401 § 401.14
Application of Bioreactor Systems to Low -Concentration Perchlorate -Contaminated Water
Patent Rights (Small Business Firms and Nonprofit Organizations)
(a) Definitions
(1) Invention means any invention or discovery which is or may be patentable or otherwise protectable under
Title 35 of the United States Code, or any novel variety of plant which is or may be protected under the Plan
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
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 ca
of a process or method, or to operate in the case of a machine or system;
b refits are,
caseo the unte der permitted
conditions as to establish that the invention is being utilized and that
law or government regulations, available to the
meanspuubliicthreasonable
�.
conceptionactual reduction to practice aterm
(4) Made when used in relation to any invention
such invention.
(5) Small Business Firm means a small business concern as defined at section 2 of Pub. L. 85-536 (15 U.S.(
632) and implementing regulations of the Administrator of the Small Business Administration. For the purl
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
type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c) and exempt frc
taxation under section 501(a) of the Internal Revenue Code (25 U.S.C. 501(a)) or any nonprofit scientific o
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 t
Contractor retains title, the Federal government shall have a nonexclusive, nontransferable,irrevocable,
throughout .
license to practice or have practiced for or on behalf of the United States the subject invention$
world.
(c) Invention Disclosure, Election of Title and Filing of Patent Application by Contractor
•
(1) The contractor will disclose each subject invention r�ti1er sib realsponsible matters.The disclosuregency within two after
to the
inventor discloses it in writing to contractor personnelpo
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 tc
m s operation, and the physical, chemical
the extent known at the time of the disclosure, of the nature, purpose, e, p Y
biological or electrical characteristics of the invention. The disclosure shall ails° identify any tdescribing the invention has been sulbmitted for
, on
sale or public use of the invention and whether a manuscript
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 Nonesuch in any caseon by where publg tc lion
Federal agency within two years of disclosure to the Federal agency. still
on sale or public use has initiated the one year statutoryn of title may be shortenid patent protection ed by the agency to a date that is n
obtained in the United States, the period for
more than 60 days prior to the end of the statutory period.
(3)The contractor will file its initial patent application on the oinvention
�y ��i which wherein validects "to retain
patenl
year after election of title or, if earlier, poor use.
within one
protection can be obtained in the Uriit�iiaiStnes or�internafional patent offices within either'ten months of.the will
file patent applications in additional co
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 Secn
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-
- fthe contractor fails to disclose or elect title to the subject inventionithin times the s specified in (c), after
(1) I that the agency may only request
above, or elects not to retain title; provided times.
of the failure of the contractor to disclose or elect within the specified
(2) In those countries in which the contractor fails to f filed apatentle tappltcation inions � countryn after the the
m� (c�
above; provided, however, that if the contractor has patent
specified in (c) above, but prior to its receipt of the written request of the Federal agency, the contractor sin
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
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 throughoutlicense ogi the the invention each
ws bj the tie
ct inve
to which the Government obtains title, except if the contractor fails
specified in (c), above. The contractor's license extends to its domestic subsidiary and affiliates, if any, wit
the corporate structure of which the contractor is a party and includes the right to grant sublicenses of the
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 o
that party of the contractor's business to which the invention pertain
s.
(2) The contractor's domestic license may be revoked or modified by the funding Federal agency to the extent
necessary to achieve expeditious practical application of the subject invention pursuant to an application for ar
exclusive license submitted in accordance with applicable provisionsoat 37 CFR e or the geographical al and
agency
eas n whichsing
the
regulations (if any). This license will .not be revoked in that fieldg gr P
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 ha'
failed toachieve 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 (c
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. agency
The,
onti ctor �f as the righ
to appeal, in accordance with applicable regulations in 37 CFR p g cy g (' y)
concerning the licensing of Government -owned inventions, any decision concerning the revocation or
modification of the license.
(f) Contractor Action to Protect the Governnment's Interest
•
(l) 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 wh
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 nontechnic
employees, to disclose promptly in writing to personnel identified as r entionmade and contact in orderble for the onof pe
than
matters and in a format suggested by the contractor each.sub,ect
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 sub
inventions. This disclosure format shouldrequire, as a minimum, the information required by (cx1), above.
contractor shall instruct such employees through employee agreements or other suitable educational prograt
on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior t•
U.S. or foreign statutory bars. ,
(3) The contractor will notify the Federal agency of any decisions not to continue the prosecution of a patei
application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in an;
country, not less than thirty days before the expiration of the response period required by the relevant paten'
office.
(4) The contractor agrees to include, within the specification of any United States patent applications and a
patent issuing thereon covering a subject invention, the following statement, "This invention was made wit
government support under (identify the contract) awarded by (identify the Federal agency). The goverr►met
has certain rights in the invention."
(g) Subcontracts
(1) The contractor will include this clause, suitably modified to identify the parties, in all subcontracts,
reria,rdless of tier, for experimental, developmental or research work to be performed by a small business fi
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 t
subcontractbr's subject inventions. ardless of tier, for experimental developmental or
(2) The contractor.will include in all other subcontracts, ieg
(esearc) In.the case of subcontracts, at any. work the patent rights clause required by (cite section of agency imP implementing regulations or FAR).
rh tier, when the prime award with the Federal agency was a contract (but
cooperative agreement), the agency, subcontractor, and the contractor.agree that theimutual
not
obligations
a grantor coop
obli ations of the parties created by this clause constitute a contract between the subcontractor and the, Feder
g provided,however, that nothing in this paragraph is
agency with respect to the matters covered by the clause;
g jurisdiction under the Contract Disputes Act in connection with proceedings under
intended to confer any
paragraph 6) 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 .utilizati
of a subject invention or on efforts at obtaining.sucb utilization a� be.t contractor
or or its
fii
licensees or assignees. Such reports. shall include information g the status of development,
commercial sale or use, gross royalties received by the contractor, and such other data and information as the
may reasonably specify. The contractor also agrees to provide additional reports as may be requestecgr
thagency
the agency in connection with any march -in proceeding undertaken by the
will notin accordance with dsclose such information
(j) of this clause. As required by 35 U.S.C. 202(c)(5), the agency agrees
persons outside the government -without permission of the contractor.
(i) Preference for United States. Industry
Notwithstanding anyprovision of this clause, the contractor agrees that neither it nor any assignee wil
other
grant to any person the exclusive night 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
iwill be manufactured substantially in the United States. However, in individual cases, the require'
invention upon a showing by the contractor or its assign
for such an agreement may be waived by the Federal agency
that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licen
uld be likely to manufacture substantially in the United States or that under the circumstances dome:
that wo
manufacture is not commercially feasible.
(j) March -in Rights
The contractor agrees that with respect to any subject invention in which it has acquired1ti le the
Federal
cy
en has the right in accordance with the procedures in 37 CFR 401.6 and any supplemental
regulations
the agency to require the contractor, an assignee or exclusive licensee of a subject invention to grant a
nonexclusive, partially exclusive, or exclusive license in any field of use to a responsible applicant or
licants upon terms that are reasonable under the circumstances, and
if
sthe
a contractor,
asnse i the ignee, or a cli
licensee
jcePicensee refuses such a request the Federal agency has the right to grant
agency determines that:
1 Such action is necessary because the contractor or assignee has not taken, or is not expected to take wi
reasonable time, effective steps to achieve practical application of the subject invention in such field of usf
(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 Unitt
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 tl
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 th
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 c
proposals from applicants that are not small business firms; provided, that the contractor is also satisfied that
small business firm has the capability and resources to carry out its plan or proposal. The decision whether t(
give a preference in any specific case will be at the discretion of the contractor. However, the contractor agi
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 t)
Secretary when the Secretary's review discloses that the contractor could take reasonable steps to implemen
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 f
intellectual property rights matters and any other EPA -supplied communication instructions.)
o8_26-98 15:23 AWWA RESEARCH
AWWA It SEARCH FOUNDATION
ATTACHMENT Va
EQUAL EMPLOYMENT OPPORTUNITY PLAN
AUGUST 1997
committed to the concept and practice o
The AWWA Research Foundation is fully This document has been prepared
equal opportunity in all aspects of employment.
for the purpore of defining the Fotmdation's policy of nondiscrimination in all
phases of employment
66-25- 98 15 : 23 AWWA Re.,EARCH
TAB; Z OF COS
-
. PAGE
EEO Policy Statement 1
Dissctnination of EEO Policy Statement 2
Responsibility for Implementation 4
6
EEO Initiatives
Affirmative Action Comments
Policy Statement for Disabled and Veterans ?
Policy Statement for Religion and National Origin 7
Policy Statement for Compliance With Guidelines on 8
Sex Discrimination
p
98-26-98 15:24 AWWA R; .EARCH
EEO POLICY STATEMENT
is of the AWWA Research Foundation to provide equal employment opportunity
It is the policy
(EEO) to qualified individuals regardless of their age, race, color, national origin, sex,
religion, physical or mental disability, or veteran status. The provisions ofthis policy on
equal employment opportunity include:
1. Nondiscritninalion in the advertising, recruitment, hiring, training, and promotion of
persons in all job classifications within the Foundation.
2. Effective employment decision making that will enhance the Principle of equal
employment opportunity.
that a11, personnel actions, such as compensation;. benefits, transfors, layoffs,
3- Ensuringeducation and tuition assistance, social
recalls. Foundation -sponsored events, training,
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
and shall be interpreted and pursued in good faith by all
departments of the Foundation, equal employment opportunity is carried
employes that to insure at the Foundations policy of
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.
1
OB-28-98 15:24 AWWA Rk6EARCH
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 stuh directives as necessary.
•
b. The EEO policy statement will be included in the Policies Manual.
c. The EEO policy statement will be posted on bulletin boards. htcluded 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 willdisplay equal employment opportunity. posters and the
Foundation's policy letters on nondiscrimination and sexual harassment at its
locations. This information will be displayed on bulletin boards at conspicuous
places so that applicants and visitors may be inforancd 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 tic Foundation is an equal
opportuniky 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
EEO 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 vacate .positions in the Foundation shall inform the
reader of the Foundation's policy on nondiscrimination through continued use of the
phrase, "An EqualOpporhtnity Employer: M/F/B/V" (Male/Female/
(HandieapNeteran).
e8-26-9S 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,
is our
religion, national origin, sex, age or disability.
It intention that all qualified applicants be given equal
opportunity and that selection decisions be based on job -
related factors.
d. Tht
Foundation shall use outreach techniques to improve recruitment and
increase the flow of minority, female, disabled, and veteran employee
applicants, such as, bit not limited to, the following:
• Request referrals from local recruitment sources specializing in minority,
female, disabled, and veteran applicants.
• Network with certain organizations (universities. professional societies,
etc.) that can refer minority, female, disabled, and veteran applicants:
• Encourage minority, female, disabled, and veteran employees to refer
applicants. •..
3
eS-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 aduainistration
and maintenance of the Foundation's EEO 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 suggestions and/or actions that assist management and
supervisory personnel in arriving at solutions to problems in the conduct of this EEO
plan.
4. To keep management informedof the latest developments in equal employment
opportunity.
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 agencies or authorities.
IkspansbiliMALManagenitai
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. F.arly identification and resolution of any problem areas related to equal employment
opportunity.
88-26-98 1526 AWWA RESEARCH
2. Taking action to pnwent harassment of any employee either because of their placement
through EEO efforts or because of their race, color, religion, national origba, 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
ANYWARF's policies and practices are being followed.
5. Review the qualifications of all employees to insure that min' ority, female, disabled,
and veteran employees are given full opportunities for promotion.
5
06-26-95 15:26 AWWA RESEARCH
EEO INITIATIVES
The Foundation shall maintain an effort to identify and counterpractices 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 Execudve Dir ct , 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 itnplem ntation procedures, and to
emphasize the importance of the plan.
3. Any person should feel free to apply for employment with the Foundation with the full
assurance that selection is based on an individual's qualifications.
4. Employees will be advised of any job vacancies through posting. The posting will
include the job title. short descriptions of the position, and udnimam qualifications
required.
5. Foundation -sponsored activitiesshall be monitored to assure that they are free from
illegal discrimination or sexual harassment.
6. The Director of Administrative Sccrvices 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.
Complaints Relative to Alleged Discrimination
If any employee believes that he or she has suffered discrimination and/or that he or she has
not been treated in accordance with the intent of the plan, said employee may file a written
grievance with the EEO officer stating the specifics of the alleged discrimination that will be
reduced to writing for signature by the employee.
6
60-26-98 15:26 AWWA R►,EARCH
I
AFFIRMATIVE ACTION COMMITMENTS •
poi i Y STD NT FQR DiSARTD AND VETERAN$
1. It is the .policy of the AWWA Research Foundation to provide equal etnployntent
opportunity to all individuals and to ensure that there is no discrimination on the basis
of an individual's mental of physical disability, or status as a veteran. u is the
Foundation's intent to fully comply with Section 503 of the Rebabilitadon Act of 1973
and Section 402 of the'Victnam Era Veterans Readjustment Assistance Act of 1974.
Further, the Foundation shall make "reasonable accommodation" to the physical and
mental limitations of an employee or applicant, if such accommodation does -not cause
undue hardship.
2. This policy extends to recruitment, advertising, hiring, layoff, recall; promotion,
demotion, transfer and related terms, conditions, and privileges of enployznent,
including all facilities, Foundation -sponsored programs and activities, etc.
3. In lice with our policy on nondiscrimination, the Foundation will continue to maintain
an EEO plan that speaks to the recruitment, hire, and promotion of the disabled and
Vietnam Era veterans.
'lent ICY STATEMENTS FO1; 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, promotion,
transfer, layoff, recall, Foundation -sponsored training, education and tuition assistance, social.
and recreation programs, and all other practices, terms, and conditions of employment.
The Foundation shall provide religious accommodation to applicants, candidates for
employment and employees, for religious observances and practices of the
applicant/candidate/employee, unless such accommodation denies another individual his/her
rights and/or any action of accommodation requires undue hardship to the Foundation.
It is the responsibility of the employee requiring religious accommodation to notify the
Foundation of the need for the accommodation.
7
6g-26-98 15:27 AWWA .EARCH 1
NitionaLikigin
The Foundation shall not discriminate on the basis of an individual's national origin. In line
with this. the Foundation must compli with all applicable laws, rules, and regulation
governing the employment of noncitizens/aliens. inchtding the Immigration and Reform
Control Act of 1986, which requires that employees be authorized•to work in the United
Sti s.
n1SCRIMTNATTQN
The AWWA Research Foundation policy provides for equal employment and advancement
opportunities to qualified individuals regardless of their sex. This policy covers all personnel
practices, including •hiring, upgrading, demotion, or transfer, recruitment or recauitntent
advertising. termination, rates of pay, or other forms of compensation and 'on.
1. The Foundation, in its rccruitmeryt activity, shall recruit employees of both sexes for all
jobs.
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 shall not make any distinction based upon sex 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
Policy.
5. The Foundation shall provide equal access to the full range of 'educational and training
activities' to both sexes.
rfpolicy/nw ffiirm.pin 8-12-97
8
2322, 2364, 2432, 2444, and 2473 (which together comprise the East Valley
Corridor Specific Plan) by adopting Amendment No. 18 to the East Valley
Corridor Specific Plan (Specific Plan No. 40) to change the location and
alignment of Palmetto Avenue and Marigold Street, was unanimously adopted
on motion of Councilmember George, seconded by Councilmember Freedman.
Final Approval - Improvement Agreement - Tract No. 14790-3 - On motion of
Councilmember George, seconded by Councilmember Freedman, the City
Council unanimously approved the Public Works Department subdivision
improvement agreement for Tract No. 14790-3 which is generally located on the
east side of Alessandro Road between San Timoteo Canyon Road and Sunset
Drive in Specific Plan No. 43 (Sunset Hills Estates, LLC, applicant).
Ordinance No. 2480 - Business and Economic Development Commission -
Ordinance No. 2480 an ordinance of the City of Redlands adding Chapter 2.66
to the Redlands Municipal Code to establish a Business and Economic
Development Advisory Commission, was unanimously adopted on motion of
Councilmember George, seconded by Councilmember Freedman.
Settlement and Release Agreement - Frances Riguis - On motion of
Councilmember George, seconded by Councilmember Freedman, the City
Council unanimously approved a settlement and release agreement with Frances
Riguis and authorized the Mayor and City Clerk to sign the document on behalf
of the City.
Sale of Property - On motion of Councilmember George, seconded by
Councilmember Freedman, the City Council unanimously approved a purchase
and sale agreement with Dr. John Steinmann relating to the sale of Assessor's
Parcel No. 292-321-06 located at the southwest corner of Lugonia Avenue and
Nevada Street and authorized the Mayor and City Clerk to sign the agreement
on behalf of the City.
Subcontracts - Ammonium Perchlorate Research - On motion of
Councilmember George, seconded by Councilmember Freedman, the City
Council unanimously approved two subcontracts with Penn State
University that provide for reimbursement of the Municipal Utilities
Department's costs in support of ammonium perchlorate research projects
conducted at the Texas Street Treatment Facility.
OSC 01-01 - Guy Yocum, applicant - On motion of Councilmember George,
seconded by Councilmember Freedman, the City Council unanimously
determined that Outside City Case (OSC) 01-01 for Tentative Parcel Map
No. 15515 is consistent with the City of Redlands General Plan and that the
public health, safety and welfare, and the best interests of the citizens of
Redlands, are served by the City's continued processing of the application for
water and sewer connections.
September 4, 2001
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