SUBCONTRACT #RF-05-HFS-003 Between THE UNLV RESEARCH FOUNDATION Box 452036 Las Vegas, Nevada 89154-2036 And ALTAIR NANOMATERIALS, INC.
Exhibit
10.1
SUBCONTRACT
#RF-05-HFS-003
Between
THE
UNLV RESEARCH FOUNDATION
Xxx
000000
Xxx
Xxxxx, Xxxxxx 00000-0000
And
ALTAIR
NANOMATERIALS, INC.
000
Xxxxxx Xxx
Xxxx,
Xxxxxx 00000
This
AGREEMENT, which will be known as SUBCONTRACT #RF-05-HFS-003, is by and between
The UNLV Research Foundation, hereinafter referred to as UNLVRF and Altair
Nanomaterials, Inc., 000 Xxxxxx Xxx, Xxxx, Xxxxxx 00000, hereinafter referred
to
as SUBCONTRACTOR.
WITNESSETH
THAT
WHEREAS,
UNLVRF has been awarded Grant Number DE-FG36-03GO13063, Amendment A001, from
the
U.S. Department of Energy, Golden Field Office, for a project entitled “Hydrogen
Filling Station; and
WHEREAS,
SUBCONTRACTOR was proposed and has been approved for substantial subcontracted
effort under the above referenced Grant;
NOW,
THEREFORE, in consideration of the mutual covenants herein provided, the parties
do agree as follows:
ARTICLE
1. SCOPE OF WORK
SUBCONTRACTOR
agrees to perform the work described in APPENDIX
A, SCOPE OF WORK, incorporated
herewith into this agreement. SUBCONTRACTOR shall neither assign, transfer,
nor
delegate any rights, obligations or duties under this Subcontract without prior
written consent of UNLVRF. UNLVRF may withhold consent for any
reason.
ARTICLE
2. KEY PERSONNEL
UNLVRF:
| Technical - |
Xx.
Xxxxxx X. Xxxxx
|
Technical
Project Manager
UNLV
Center for Energy Research
0000
Xxxxxxxx Xxxxxxx Xxx 000000
Xxx
Xxxxx, Xxxxxx 00000-0000
(000)
000-0000
xxxxx@xx.xxxx.xxx
| Administrative - |
Xxxxxx
Xxxxxxxxx
|
UNLV
Research Foundation
Xxx
000000
Xxx
Xxxxx, Xxxxxx 00000-0000
(000)
000-0000
Xxxxxx@XxxxxxxXxx.xxx
1
| Contractual - |
Xxxxxx
X. Xxxxxxxx
|
Executive
Director
UNLV
Research Foundation
Xxx
000000
Xxx
Xxxxx, Xxxxxx 00000-0000
(000)
000-0000
Xxxxxx.Xxxxxxxx@xxxxxx.xxxxxx.xxx
SUBCONTRACTOR:
| Technical: |
Xx.
Xxxxx Xxxxxxx
|
Altair
Nanomaterials, Inc.
000
Xxxxxx Xxx
Xxxx,
Xxxxxx 00000
(000)
000-0000
xxxxxxxx@xxxxxxxxx.xxx
| Contractual: |
Xx.
Xxxxxxx Xxxx
|
Altair
Nanomaterials, Inc.
000
Xxxxxx Xxx
Xxxx,
Xxxxxx 00000
(000)
000-0000
xxxxx@xxxxxxxxx.xxx
ARTICLE
3. PERIOD OF PERFORMANCE
This
Subcontract shall be effective for the period October 1, 2004 through December
31, 2005, unless extended by mutual agreement of the parties through an
amendment to this Subcontract.
ARTICLE
4. TERMINATION
Either
party may, at any time during the period of this Subcontract, terminate this
Agreement with or without cause, by giving thirty (30) days written notice.
Notice should be sent by registered or certified mail. In the event of
termination, the parties agree to negotiate, in good faith, the payment of
any
work completed prior to the date of Notice of Termination and the receipt of
equipment, data, reports, or other deliverables.
ARTICLE
5. CONSIDERATION AND PAYMENT
The
total
amount to perform the work identified in APPENDIX
A, SCOPE OF WORK, is
$500,000. The provisions of Grant DE-FG36-03GO13063 require at least 20%
cost-sharing by the grantee. Therefore, UNLVRF will reimburse SUBCONTRACTOR
for
costs incurred in an amount not to exceed $400,000. SUBCONTRACTOR will
cost-share the balance of estimated total project costs in an amount equaling
at
least $100,000 (refer to ARTICLE
6, COST-SHARING CONTRIBUTIONS).
APPENDIX
B, BUDGET DETAIL, provides
a detailed budget by Object Class Categories.
Payment
Method.
UNLVRF
shall reimburse SUBCONTRACTOR for incurred allowable expenses not more often
than monthly. SUBCONTRACTOR’s standard invoice, and a summary progress report
itemizing each task identified in APPENDIX
A, SCOPE OF WORK, must
be
submitted when requesting payment. SUBCONTRACTOR’S invoice must include
Subcontract number, current and cumulative costs, and a certification as to
its
truth and accuracy. The invoice should also report on the amount and type of
SUBCONTRACTOR’S cost share that was expended each month. Payment requests that
do not follow the above guidelines shall be returned to the SUBCONTRACTOR.
Payments will be made within thirty days of receipt of payment requests. Payment
requests and/or any questions concerning payments should be directed
to:
2
Xxxxxxxxx
Xxxxxxx, Chief Financial Officer
UNLV
Research Foundation
Xxx
000000
Xxx
Xxxxx, Xxxxxx 00000-0000
(000)
000-0000
Xxxxxxxxx.Xxxxxxx@xxxxxx.xxxxxx.xxx
ARTICLE
6. COST-SHARING CONTRIBUTIONS
SUBCONTRACTOR
shall share in all allowable and allocable costs resulting from the work
performed under this Subcontract. All cost sharing, including cash and third
party in-kind contributions, must be verifiable from the SUBCONTRACTOR’S
records. Special terms and conditions applicable to cost sharing can be found
at
10 CFR 600.224.
Any
cost
sharing shall defray only the allowable costs of the project in accordance
with
the statutes, regulations, applicable cost principles, and other terms and
conditions cited herein. UNLVRF shall not share any costs above and beyond
the
amounts obligated in this Subcontract.
ARTICLE
7. REPORTING REQUIREMENTS
SUBCONTRACTOR
shall provide technical and financial reporting in accordance with the
requirements and instructions set forth in APPENDIX
C, REPORTING REQUIREMENTS. Failure
to comply with the reporting requirements will be considered a material
noncompliance with the terms of this Subcontract. Noncompliance may result
in
the withholding of future payments, the suspension or termination of this
Subcontract, and/or the withholding of future agreements.
A
willful
failure to perform, a history of failure to perform, or unsatisfactory
performance of this Subcontract and/or other contractual documents, may also
result in a debarment action to preclude future agreements.
ARTICLE
8. INDEPENDENT CONTRACTOR
For
purposes of this Subcontract, SUBCONTRACTOR and its employees shall be
classified as an “Independent Contractor” and not as employees of
UNLVRF.
ARTICLE
9. SUBCONTRACT MONITORING REQUIREMENT
Under
the
provisions of OMB Circular A-133, UNLVRF is required to monitor federally funded
subcontractor activities. SUBCONTRACTOR must assure UNLVRF that it complies
with
applicable OMB circulars and that it will notify UNLVRF of completion of
required audits and of any adverse findings which impact this Subcontract.
Relevant OMB Circulars are available at: xxxx://xxx.xxxxxxxxxx.xxx/xxx/xxxxxxxxx/
ARTICLE
10. PUBLIC DISCLOSURE
SUBCONTRACTOR
shall not make publicity releases in connection with this Subcontract without
prior review and approval of the UNLVRF. This does not include routine
announcements of awards or research results in research publications. Proposed
publicity releases shall be submitted to the UNLVRF Project Manager for such
review and approval.
ARTICLE
11. AGREEMENT TO TERMS AND CONDITIONS
Flow-down
provisions required under the special and general provisions of Grant
DE-FG36-03GO13063 or required under standard federal regulations shall apply
to
this Subcontract. Terms and conditions applicable to SUBCONTRACTOR are covered
in APPENDIX
D, SPECIAL TERMS AND CONDITIONS. Within
these flow-down provisions, references to “Recipient” shall be understood to
apply to SUBCONTRACTOR, and references to DOE shall be understood to apply
to
UNLVRF. References to “Technical Officer” and “Contracting Officer” shall be
understood to mean the UNLVRF Key Personnel listed in ARTICLE
2
of this
Subcontract. APPENDIX
E includes
the applicable intellectual property reference information.
3
ARTICLE
12. SEVERABILITY
In
the
event any one or more of the provisions of this Subcontract shall, for any
reason, be held to be invalid, illegal, or unenforceable, then notwithstanding
such provision, the remainder of this Subcontract shall remain in full force
and
effect, and such term or provision shall be deemed stricken.
ARTICLE
13. APPLICABLE LAW
SUBCONTRACTOR
agrees to comply with all relevant local, state, and federal statutes and
regulations. This Subcontract shall be governed exclusively by the laws of
the
State of Nevada.
ARTICLE
14. INDEMNIFICATION
SUBCONTRACTOR
hereby acknowledges that UNLVRF is a separate nonprofit, educational and
charitable corporate entity. It does not have the power to pledge State of
Nevada and or the University of Nevada, Las Vegas (UNLV) funds or credit.
Further, the State of Nevada and/or UNLV cannot assume any debts of UNLVRF.
Each
party to this Subcontract shall bear responsibility for its own negligent acts
to the extent allowed by law.
ARTICLE
15. FORCE MAJEURE
Neither
party shall be responsible to the other for failure to perform any of the
obligations imposed by this Subcontract, provided such failure shall be
occasioned by fire, flood, explosion, lightning, windstorm, earthquake,
subsidence of soil, failure or destruction, in whole or in part, of machinery
or
equipment or failure of supply of materials, discontinuity in the supply of
power, government interference, civil commotion, riot, war, strikes, labor
disturbance, transportation difficulties, labor shortage or any cause beyond
its
reasonable control.
ARTICLE
16. ENTIRE AGREEMENT
This
Subcontract, together with all attachments, exhibits and other appendixes
hereto, constitutes the entire agreement between the parties and supersedes
all
previous agreements with respect to the subject matter hereof.
IN
WITNESSETH THEREOF
The
parties have executed this SUBCONTRACT #RF-05-HFS- 003:
|
(1)
|
ALTAIR
NANOMATERIALS, INC.
|
By:_________________________________Date:______________
Name:
(printed)
Title:
|
(2)
|
THE
UNLV RESEARCH FOUNDATION
|
By:_________________________________Date:_______________
Xxxxxx
X.
Xxxxxxxx, Executive Director
4
APPENDIX
A
UNLV
Research Foundation Subcontract #RF-05-HFS-003
HYDROGEN
FILLING STATION
ALTAIR
NANOMATERIALS, INC.
SCOPE
OF WORK
The
work
product under this grant and described in the following objectives will be
performed as a joint effort between Altair Nanomaterials, Inc. and Hydrogen
Solar.
ALTAIR
SCOPE OF WORK
Altair’s
scope of work for the one year duration of the project will focus on development
of an iron oxide coating for the front cell anodic electrode of the H-Solar’s
Tandem Cell. The development program will encompass the following primary
points:
Task
I-1
|
·
|
Determination
and selection of a synthesis route for nano-scale Fe oxide (20-100
nm)
|
|
·
|
Testing
of the Fe oxide coatings for photocatalytic activity (PCA) using
solar
simulation test equipment and other characterizations
|
|
·
|
Optimization
of the PCA of the Fe oxide coating through doping, coating, particle
morphology adjustment, etc.
|
Task
I-2
|
·
|
Development
of a deposition technique for applying the Fe oxide to both conducting
glass and conducting polymer
substrates.
|
|
·
|
Testing
of the Fe oxide coatings for electrolyte
compatibility
|
Task
I-1
The
initial portion of the program will concentrate on the synthesis of nanometer
scale Fe oxide. This effort will consist of:
|
·
|
Survey
of literature addressing Fe oxide
synthesis
|
|
·
|
Survey
of commercially available nano-sized Fe
oxides
|
|
·
|
Studies
of selected one-stage and two-stage solution pyrolysis processes
for
synthesis of Fe oxides
|
|
·
|
Studies
of selected low-temperature synthesis routes, including hydrothermal
processing routes, and sol-gel processing of heterometal alkoxide
precursors.
|
To
evaluate each of the oxides generated by whatever method, test cells will be
fabricated according the techniques already developed by Hydrogen Solar.
Transfer from H-Solar to Altair of the required laboratory “know-how” for making
the test cells must occur to maintain efficiency in the progress of the program.
Once satisfactory test cells are made, evaluation of materials will be performed
in “round xxxxx” fashion, using solar simulator equipment at Altair and at H-S
and then at “third party” laboratories.
In
the
evaluation of each source of Fe oxide, a means to dope the oxide will be
developed and then used to study a range of appropriate doping elements and
doping element concentrations.
5
Task
I-2
Once
an
optimal group of Fe oxides is identified through variation of particle size
,
morphology and coating, and doping type and concentration, a deposition
technique for applying the oxide in thin film on a conductive substrate will
be
developed. Both conductive glass and conductive polymers will be used as
substrates. And again, this portion of the development program will build upon
whatever deposition techniques have already been developed by H-Solar.
It
is
tempting to consider each of the above sections of the development program
as
occurring in series, with the synthesis route developed first, followed by
doping strategies, and finally the deposition of the doped oxide on a substrate.
And for practical reasons this is how the program will probably unfold. It
is
necessary, however, to be aware that each area of development impacts on other
areas all the way downstream. Selection of an oxide synthesis route will
impacted by the type and concentration of a desired dopant. And likewise, the
selection of an oxide type and dopant will have to be considered in light of
compatibility with the cell electrolyte and deposition technique.
6
APPENDIX
B
UNLV
Research Foundation Subcontract #RF-05-HFS-003
HYDROGEN
FILLING STATION
ALTAIR
NANOMATERIALS, INC.
BUDGET
DETAIL
7
|
|
U.
S. Department of Energy
|
|
|
|
|
OMB
Control No. 1910-0400
|
||||||||
|
Replaces
EIA- 459c All other Editions are Obosolete
|
|
Federal
Assistance Budget Information
|
|
|
|
|
|
|||||||
|
OMB
Budget Disclosure Statement
|
||||||||||||||
|
Public
reporting burder for this colection of information is estimated to
average
1.87 hours per response, including the time for reviewing
|
|
|
||||||||||||
|
instructions,
searching existing data sources, gathering and maintaining the data
needed, and completing and reviewing the collection of
information.
|
||||||||||||||
|
Send
comments regarding this burden estimate or any other aspect of this
collection of information, including suggestions for reducing this
burden,
to
|
||||||||||||||
|
Office
of Information Resources Management, AD-241.2 - GTN. Paperwork Reduction
Project (1910-0400), U.S. Department of Energy, 0000
|
|
|||||||||||||
|
Xxxxxxxxxxxx
Xxxxxx, X.X. , Xxxxxxxxxx, XX 00000; and to the Office of Management
and
Budget (OMB), Paperwork Reduction Project (1910-0400)
|
||||||||||||||
|
Xxxxxxxxxx,
XX 00000.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
1.
Program/Project Identification No.
|
|
2.
Program/Project Title
|
|
|
|
|
|
|
|
|
||||
|
DE-FG36-03GO13063
- Subcontract
|
|
Hydrogen
filling station
|
||||||||||||
|
3.
Name and Address
|
|
|
|
|
|
|
|
|
4.
Program/Project Start Date
|
|||||
|
University
of Nevada, Las Vegas Research Foundation
|
|
|
|
|
|
|
|
|
|
10/1/2004
|
|
|||
|
Box
451037
|
|
|
|
|
|
|
|
|
|
5.
Completion Date
|
||||
|
Xxx
Xxxxx, XX 00000-0000
|
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|
12/31/2004
|
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|||
|
SECTION
A - BUDGET SUMMARY
|
||||||||||||||
|
|
||||||||||||||
| Grant Program |
Estimated
Unobligated Funds
|
New
or Revised Budget
|
||||||||||||
|
Function
|
Federal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
or
Activity
|
Catalog
No.
|
Federal
|
Non-Federal
|
Federal
|
Altair
|
Total
|
||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
||||||||
|
DE-FG36-03GO13063
- Subcontract
|
81.087
|
|
|
|
|
|
|
$400,000
|
$100,000
|
|
$500,000
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
TOTALS
|
|
|
|
|
|
|
|
$400,000
|
|
|
$100,000
|
|
|
$500,000
|
|
SECTION
B - BUDGET CATEGORIES
|
||||||||||||||
|
|
|
Grant
Program, Function or Activity
|
|
Total
|
||||||||||
|
6.
Object Class Categories
|
Federal
|
Altair
|
(3)
|
(4)
|
|
(5)
|
||||||||
|
a.
Personnel
|
|
$73,462
|
|
$18,365
|
|
$0
|
|
|
$0
|
|
|
$91,827
|
||
|
b.
Fringe Benefits
|
|
$28,136
|
|
$7,034
|
|
$0
|
|
|
$0
|
|
|
$35,170
|
||
|
c.
Travel
|
|
$4,920
|
|
$1,230
|
|
$0
|
|
|
$0
|
|
|
$6,150
|
||
|
d.
Equipment
|
|
$112,000
|
|
$28,000
|
|
$0
|
|
|
$0
|
|
|
$140,000
|
||
|
e.
Supplies
|
|
$20,000
|
|
$5,000
|
|
$0
|
|
|
$0
|
|
|
$25,000
|
||
|
f.
Contractual
|
|
$0
|
|
$0
|
|
$0
|
|
|
$0
|
|
|
$0
|
||
|
g.
Construction
|
|
$0
|
|
$0
|
|
$0
|
|
|
$0
|
|
|
$0
|
||
|
h.
Other
|
|
$0
|
|
$0
|
|
$0
|
|
|
$0
|
|
|
$0
|
||
|
i.
Total Direct Charges
|
|
$238,518
|
|
$59,629
|
|
$0
|
|
|
$0
|
|
|
$298,147
|
||
|
j.
Indirect Charges
|
|
$161,482
|
|
$40,370
|
|
$0
|
|
|
$0
|
|
|
$201,852
|
||
|
k.
TOTALS
|
|
$400,000
|
|
$100,000
|
|
$0
|
|
|
$0
|
|
|
$500,000
|
||
|
7.
Program Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
APPENDIX
C
UNLV
Research Foundation Subcontract #RF-05-HFS-003
HYDROGEN
FILLING STATION
ALTAIR
NANOMATERIALS, INC.
REPORTING
REQUIREMENTS
9
UNLV
RESEARCH FOUNDATION
SUBCONTRACT
# RF-05-HFS-003
ALTAIR
NANOMATERIALS, INC.
HYDROGEN
FILLING STATION
REPORTING
REQUIREMENTS
|
Reporting
Requirement
|
Frequency
|
No.
of Copies
|
|
Management
Reporting
1. Technical/Budget
Accomplishment Report1
2. Special
Status Report2
Scientific/Technical
Reporting
(Reports/Products
must be submitted with appropriate
DOE
F 241. DOE 241 forms are available at xxx.xxxx.xxx/xxxxx.)
1. Final
Scientific/Technical Report (Form DOE F 241.3)3
Financial
Reporting
1.
SF-269 Financial Status Report4
Closeout
Reporting
1. Final
Invention and Patent Report5
2. Property
Certification4
Other
Reporting
1.
Other6
|
Monthly
As
required
See
Footnote
See
Footnote
See
Footnote
See
Footnote
See
Footnote
|
3
2
|
APPENDIX
D
UNLV
Research Foundation Subcontract #RF-05-HFS-003
1
Monthly
reports should summarize technical progress against tasks and milestones
and
provide a budget accomplishment report (actual expenditures vs. budget plan).
The report should be submitted NLT the 5th
of the
month for the previous month’s activities to the UNLVRF Management/Contractual
point of contact.
2
Provides
notice of problems, delays, or adverse conditions which materially impair
the
awardee’s ability to meet the objectives of the award or developments that have
a significant favorable impact on the project. The report must include the
remedial action to be taken to correct or resolve any problem or adverse
condition.
3
This
form and instructions are available on E-link. If there is any patentable
material, protected data, or SBIR/STTR data in the report, the recipient
must,
consistent with the data protection provisions of the grant, clearly identify
patentable or protected data on each page of the report, identify such material
on the cover of the report, and xxxx the appropriate blocks in Section K
of the
DOE F 241.3. Reports must not contain any proprietary data (limited rights
data), classified information, information subject to export control
classification, or other information not subject to release. Protected data
is
specific technical data, first produced in the performance of the award that
is
protected from public release for a period of time by the terms of the award
agreement.
4
Monthly
financial reports are to be submitted to the Project Manager showing federal
and
non federal funds spent in each budget category for the month with cumulative
balances from the start of the subcontract, the format of which will be decided
upon by the Project Manager and the subcontractor.
5
Patent
certification (OMB No. 1902-0121) and Financial Assistance Property
Certification (AA-88) are required. UNLVRF will provide detailed closeout
reporting instructions, including appropriate forms, to the contractor by
letter
upon award expiration.
6
Three
copies of reports, reprints, conference papers, etc. must be submitted to
UNLVRF
for submittal to DOE as soon as possible after the event occurs (10 CFR
605.19(a) (3)).
10
HYDROGEN
FILLING STATION
ALTAIR
NANOMATERIALS, INC.
SPECIAL
TERMS & CONDITIONS
Award
# DE-FG36-03GO13063
SPECIAL
TERMS AND CONDITIONS
|
1.
|
EXPLANATION
OF AWARD CONTENTS
|
These
special terms and conditions neither restate all of the provisions of the
applicable statutes and regulations, nor represent an exhaustive listing of
all
requirements applicable to this award. Rather, they are emphasized by inclusion
here because (1) they are invoked with high frequency or (2) their violation
is
a matter of serious concern. In addition to the provisions of this appendix,
the
sections listed below of 10 Code of Federal Regulations (CFR) 600 are
specifically emphasized:
10
CFR
600.3, Definitions
10
XXX
000, 00, Xxxxxxx
00
XXX
600,121, Standards for Financial Management Systems
10
CFR
600.125, Revision of Budget and Program Plans
10
CFR
600.127, Allowable Costs
10
CFR
600 can be found at:
xxxx://xxx.xxxxxx.xxx.xxx/xxxx/xxx/xxxxxxx_00/00xxx000_00.xxxx
|
2.
|
ORDER
OF PRECEDENCE
|
Any
inconsistency in this award shall be resolved by giving precedence in the
following order: (1) statutory provisions; (2) 10 CFR Part 600 and any other
applicable Subpart Program Rule(s), Executive Orders and applicable OMB Circular
provisions; (3) DOE F 4600.1, NFAA and all its attachments; and (4) the UNLVRF
application.
|
3.
|
PAYMENT
PROVISIONS
|
The
[DOE]
Contracting Officer may have vouchers and statements of costs, which are
recorded against this award, verified at any time prior to the end of the
required retention period for award records. These cost verification reviews
may
cover all costs recorded or any portion thereof as determined by the Contracting
Officer. Each payment shall be subject to reduction of amounts in the related
invoice or voucher, which are found by the Contracting Officer, on the basis
of
audit, not to constitute allowable costs. If a final audit of costs has not
been
performed prior to close out of the award, DOE or its successor agency shall
have the right to recover an appropriate amount after fully considering the
recommendations on disallowed costs resulting from the final audit when
conducted.
|
4.
|
STATEMENT
OF FEDERAL STEWARDSHIP
|
DOE
will
exercise normal Federal stewardship in overseeing the program activities
performed under this grant. These activities will include, but are not limited
to, conducting site visits; reviewing performance and financial reports;
temporary intervention in unusual circumstances to correct deficiencies which
develop during a project; ascertaining compliance with terms and conditions;
and
reviewing technical performance after project completion to insure that the
grant’s objectives are accomplished.
11
|
5.
|
PROJECT
SITE ACCESS
|
At
the
request of the Contracting Officer or Project Officer, the Recipient shall
provide Government officials and interested members of the public as determined
by DOE, with access to the project site to observe project operations, except
where access must be limited due to valid safety or security concerns. Requests
for access shall be submitted in a reasonable amount of time in
advance.
The
Recipient shall provide access at reasonable times and within reasonable
limitations on the number of people during each visit.
Access
for the interested members of the public may generally be restricted to certain
areas such that proprietary information and expertise is not compromised. The
Recipient shall have access approval rights but shall not unreasonably withhold
such approval.
|
6.
|
LOBBYING
RESTRICTIONS
|
The
Recipient agrees that none of the funds obligated on this award shall be
expended, directly or indirectly, to influence Congressional action on any
legislation or appropriation matters pending before Congress, other than to
communicate to members of Congress as described in 18 U.S.C. 1913. This
restriction is in addition to those prescribed elsewhere in statute and
regulation.
|
7.
|
PUBLIC
ACCESS TO INFORMATION
|
The
Recipient recognizes that any documents it submits to DOE under this award
are
subject to public disclosures under the Freedom of Information Act (“Act”), as
amended, and the DOE Implementing Regulations (10 CFR 1004). The Act requires
public access to information in DOE’s possession, unless that information is
protected under an exemption to the Act and does not require Recipients, their
sub-recipients or their contractors to permit public access to their records.
An
exemption to the Act protects confidential or proprietary, commercial
information, personnel information, financial information and trade secrets
submitted by the Recipient provided that such information has not previously
been made available to the public. Prior to responding to a request for the
Recipient’s information in the possession of DOE, DOE will obtain the
Recipient’s opinions on whether the information should be exempted.
|
8.
|
ACKNOWLEDGMENT
OF DOE SUPPORT IN ANY PUBLICATIONS
|
Publication
of the results of this award is encouraged subject to any applicable
restrictions in 10 CFR 600.27 (Patents and Data Provisions). Any article
published shall include an acknowledgment that the research was supported,
in
whole or in part, by a DOE award (with award number) and a statement that such
support does not constitute an endorsement by DOE of the views expressed in
this
article.
|
9.
|
FOREIGN
TRAVEL REQUIREMENTS
|
Foreign
travel is any travel outside Canada and the United States and its territories
and possessions or for Recipients located in another country, travel outside
that country. The International Air Transportation Fair Competitive Practices
Act of 1973 (49 U.S.C. 1517) (Fly America Act) requires Federal Recipients
to
use U.S. Flag carriers for Government-financed international air travel to
the
extent these carriers are available. A Recipient contemplating the use of
non-U.S. flag carriers shall consult with the Specialist [UNLVRF Project
Manager] prior to the trip.
|
10.
|
LIABILITIES
AND LOSSES
|
Except
as
provided in the Federal Tort Claims Act, DOE assumes no responsibility with
respect to any damages or loss arising out of any activities undertaken with
the
financial support of this award. DOE and the Recipient make no express or
implied warranty as to the conditions of the research, or any intellectual
property, or products made or developed under this award, or the ownership,
merchantability or fitness for a particular purpose of the research or resulting
product.
12
|
11.
|
PERMITS
AND RESPONSIBILITIES
|
The
Recipient shall be responsible for obtaining any necessary licenses and/or
permits and for complying with applicable Federal, state and municipal laws,
codes, and regulations in connection with the execution of the work hereunder.
The Recipient shall take proper safety and health precautions to protect the
workers, the public, the environment, and property.
|
12.
|
AMERICAN-MADE
EQUIPMENT AND PRODUCTS
|
It
is the
sense of the Congress that, to the greatest extent practicable, all equipment
and products purchased with funds made available under this award should be
American-made.
|
13.
|
NOTICE
REGARDING UNALLOWABLE COSTS AND LOBBYING
ACTIVITIES
|
Recipients
are cautioned to carefully review the allowable cost and other provisions
applicable to expenditures under this award. If funds are spent for purposes
or
in amounts inconsistent with the allowable cost principles or any other
provisions governing expenditures DOE may pursue a number of remedies against
the Recipient, including, in appropriate circumstances, recovery of such funds,
termination of the award, suspension or debarment of the Recipient from future
awards, and criminal prosecution for false statements.
Particular
care should be taken by the Recipient to comply with the provisions prohibiting
the expenditure of funds for lobbying and related activities. This award may
be
used to describe and to encourage or support political activities such as the
collection and dissemination of information related to potential, planned or
pending legislation.
|
14.
|
INSOLVENCY,
BANKRUPTCY OR RECEIVERSHIP
|
The
Recipient shall immediately notify DOE of: (i) its intent to, or its parent’s
intent to, institute a voluntary case seeking liquidation or reorganization
under the Bankruptcy Act; (ii) its consent to the institution of an involuntary
case under the Bankruptcy Act against it; (iii) the filing of any similar
proceeding for or against the Recipient or its parent, or its consent to, the
dissolution, winding-up, or readjustment of Recipient’s debts, appointment of a
receiver, conservator, trustee, or other officer with similar powers over the
Recipient, under any other applicable state or Federal law; or (iv) the
insolvency of the Recipient due to its inability to pay its debts generally
as
they become due.
DOE
can
unilaterally suspend payments under this Award, or if determined necessary,
can
unilaterally terminate this Award if reasonable cause exists for DOE to believe
that the Recipient is insolvent due to facts which indicate the Recipient is
unable to pay its obligations as they mature in the ordinary course of business,
or if the Recipient, its parent, or creditors of the recipient, files a petition
in bankruptcy against it, or if a court of competent jurisdiction appoints
a
receiver, trustee, liquidator or conservator with control over the business
affairs of the recipient. In such instances, DOE may terminate the award in
whole or in part, or suspend payments, if it is determined in the best interests
of DOE to do so.
INCORPORATED
BY REFERENCE:
10
CFR 600, DOE Financial Assistance Rules
OMB
Circular A-133, Audits of States, Local Governments, and Non-Profit
Organizations
DOE
Order 241.1, Scientific and Technical Information
DOE
Order 241.1-1, Guide to the Management of Scientific and Technical
Information
00
XXXXXXXX
X
UNLV
Research Foundation Subcontract #RF-05-HFS-001
HYDROGEN
FILLING STATION
ALTAIR
NANOMATERIALS, INC.
INTELLECTUAL
PROPERTY
Intellectual
Property Provisions (GNP-1003)
Grant
and Cooperative Agreements
Research,
Development, or Demonstration
Nonprofit
Organizations
Nonprofit
organizations are subject to the intellectual property requirements at 10 CFR
600.13:
(xxxx://xxx0.xx.xxx.xxx/x000x00.xxxx
and
xxxx://xxx0.xx.xxx.xxx/x000x000.xxxx)
The
patent provisions of this agreement cover all inventions made (reduced to
practice for the first time) or conceived in the course of, or under, this
Subcontract. Any such inventions should be reported directly to:
Intellectual
Property Law Division
U.S.
Department of Energy
Chicago
Operations Xxxxxx
0000
X.
Xxxx Xxxxxx
Xxxxxxx,
XX 00000
(000)
000-0000
A
written
disclosure of each invention must be forwarded to DOE’s Chicago Operations
Office within two months after the inventor discloses the invention to the
SUBCONTRACTOR. SUBCONTRACTOR is further required to promptly notify DOE’s
Chicago Operations Office of the acceptance of any manuscript describing the
invention for publication or of any on sale or public use planned for the
invention.
If
the
SUBCONTRACTOR decides to retain title under the subcontract, SUBCONTRACTOR
must
notify the DOE’s Chicago Operations Office of its election to retain title
within two years of disclosing the invention to DOE, but, in any event, at
least
sixty (60) days prior to the end of the one-year statutory period initiated
by
publication, on sale, or public use.
14
