***Department of Homeland Security (S&T)***

***Standard Terms and Conditions for a***

***Reimbursable Work Agreement with the***

***Department of Energy***

#  Standard Terms and Conditions  {#standard-terms-and-conditions .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

#  {#section .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

# 1. [Servicing Agency]{.underline}. For the purposes of the interagency agreements (IAs) for the Science and Technology Directorate (S&T) of the Department of Homeland Security (DHS), reference to the "Servicing Agency" means Department of Energy (DOE) and, when appropriate, DOE's component organization the National Nuclear Security Administration (NNSA). DHS S&T is directing its IAs to DOE, not the facility management contractors. The work described in the attached Statement of Work (SOW) will be performed for the Department of Homeland Security, pursuant to  {#servicing-agency.-for-the-purposes-of-the-interagency-agreements-ias-for-the-science-and-technology-directorate-st-of-the-department-of-homeland-security-dhs-reference-to-the-servicing-agency-means-department-of-energy-doe-and-when-appropriate-does-component-organization-the-national-nuclear-security-administration-nnsa.-dhs-st-is-directing-its-ias-to-doe-not-the-facility-management-contractors.-the-work-described-in-the-attached-statement-of-work-sow-will-be-performed-for-the-department-of-homeland-security-pursuant-to .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

#  {#section-1 .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

# § 309(a)(1)(C) of the Homeland Security Act of 2002, Pub. L. 107-296 (116 Stat. 2135 (2002)),  {#a1c-of-the-homeland-security-act-of-2002-pub.-l.-107-296-116-stat.-2135-2002 .Style-Heading-1-+-14-pt-Not-Italic-No-underline}

# Memorandum of Agreement between DOE and DHS (February 28, 2003), and {#memorandum-of-agreement-between-doe-and-dhs-february-28-2003-and .Style-Heading-1-+-14-pt-Not-Italic-No-underline}

# DOE Order 484.1, *Reimbursable Work for the Department of Homeland Security* (August 17, 2006), including its attachments. {#doe-order-484.1-reimbursable-work-for-the-department-of-homeland-security-august-17-2006-including-its-attachments. .Style-Heading-1-+-14-pt-Not-Italic-No-underline}

#  {#section-2 .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

Performance of work described in the attached SOW will be conducted
under the terms and conditions of the DOE facility management contract
number DE-AC-xxxxxxxxx (facility management contract). DHS acknowledges
that DOE facility management contractors are prohibited from performing
reimbursable work that conflicts with the terms and conditions (T&Cs) of
the facility management contract. DOE acknowledges that these T&Cs do
not conflict with DOE-approved facility management contract T&Cs. In the
case of conflict between these T&Cs and the facility management
contract, the facility management contract prevails.

2\. **[Statement of Work]{.underline}.**

a.  The SOW negotiated between DHS and the DOE facility management
    contractor is included as an attachment.

> b**.** Changes and/or modifications to this Agreement shall be in
> writing and approved by the cognizant DHS Contracting Officer and DOE
> Contracting Officer. No oral statement by any person shall be
> interpreted as modifying or otherwise affecting the terms of this
> agreement.
>
> c\. The DHS S&T Technical Representative identified in the Points of
> Contact section of this agreement is responsible for the technical
> administration of this Agreement. The DHS S&T Technical Representative
> is not authorized to make any changes that impact the cost, schedule
> or performance of this Agreement without a properly executed change or
> modification to this Agreement in accordance with paragraph b above.
>
> d\. DHS and DOE recognize that certain communications and direction
> between the DHS and the DOE facility management contractor to meet the
> requirements identified in the attached SOW may occur. DHS
> acknowledges that direction to DOE facility management contractors
> will be limited to day-to-day decisions directly related to
> performance of work identified in the attached DOE-approved SOW**.**
> DHS and the facility management contractor may discuss changes to the
> requirements in the SOW that modify the scope, cost, or delay delivery
> of the product, however, any such changes must be approved in writing
> by the cognizant DOE contracting officer.

[3**. Period of Performance**]{.underline}. The period of performance
negotiated between DHS and the DOE facility management contractor for
the IA is specified in the attached SOW. The period of performance
starts on the date of execution of the IA by both the DHS and the DOE
contracting officers. The end date is identified in the attached SOW and
the funding document.

4\. **[Financial Terms]{.underline}**.

> a\. Estimated cost. The estimated cost for the performance of the work
> is described in the attached SOW (estimated cost includes, among other
> things, all direct and indirect costs). The costs charged to DHS will
> be the same as the costs that would have been charged to DOE for the
> performance of the work. DHS reimbursable work is performed on a full
> cost recovery basis. DHS shall be responsible for all costs required
> to restore the work site environment to its prior form or previous
> condition after all DHS work under this IA is completed.
>
> b\. Amount Obligated. DHS obligates the total dollar amount identified
> in the IA for the performance of work described in the SOW. Full
> funding shall be provided for work to be completed within one fiscal
> year. For work that transcends fiscal years, full funding for the
> remainder of the current fiscal year plus the first three months of
> the following fiscal year is required. DHS may request the DOE
> Contracting Officer (CO) approve an exception to full finding
> requirement on a case-by-case basis. To the extent that this
> obligation is less than the total estimated cost, DOE shall ensure
> facility management contractors provide sixty (60) days notice of the
> need for additional DHS funds for continuation of the work. DOE
> facility management contractors will perform work and incur costs only
> when funding for the requirements described in the SOW has been
> provided by DHS. In the absence of such funding, work on this DHS
> project will cease.
>
> c\. Billing Instructions. DHS reimbursement of costs incurred in the
> performance of work described in the SOW will be made via the U.S.
> Treasury Inter-government Payment and Collection System (IPAC).
>
> d\. Laboratory Directed Research and Development (LDRD). LDRD costs
> shall be identified and charged in accordance with the DOE/DHS MOU and
> DOE policies and procedures delineated in DOE Order 484.1.
>
> Attachment 4 of DOE Order 484.1, Reimbursable Work for the Department
> of Homeland Security states, "The following language must be included
> in each DHS funding acceptance document "Consistent with the
> Department of Energy's (DOE's) full cost recovery policy, DOE
> collects, as part of its standard indirect cost rate, a
> laboratory-directed research and development (LDRD) cost. Based on the
> amount of funds accepted for this project, \$ \_\_\_\_\_\_\_\_
> represents an estimated amount that will be used for LDRD efforts. DHS
> agrees that LDRD efforts provide opportunities in research that are
> instrumental in maintaining cutting-edge science capabilities that
> benefit all of the customers at the laboratory. In addition, DOE
> manages its LDRD program in a manner that will demonstrate that LDRD
> activities support DHS mission areas commensurate with the funding
> provided by DHS. In providing funds to DOE to perform this work, DHS
> anticipates that such activities will support the missions of DHS and
> will be consistent with appropriations acts that provide its funds."

5\. **[Place of Performance]{.underline}.** The cognizant DOE
Contracting Officer will authorize performance of the work at the DOE
facility described in the SOW. If the work is to be performed at
multiple sites under the IA, the DHS has specifically identified in the
attached SOW what work will be performed at each site.

[6. **Travel.**]{.underline} Domestic travel costs required to perform
this work will be reimbursed consistent with the T&Cs of the DOE
facility management contract. DOE will provide 30-day advance
notification for all foreign travel to DHS and obtain the S&T Technical
Representative's approval prior to approving travel.

7\. **[DHS-Furnished Information and Property]{.underline}.**

> a\. DHS will provide to DOE any DHS information, materials, or forms
> that are unique to DHS to support tasks under the IA. Such forms and
> other documentation (e.g., approval requests for foreign travel) may
> require input from the DOE and/or the DOE facility management
> contractor. This information is considered part of the DHS
> Reimbursable Work agreement and of a routine nature (i.e., not overly
> burdensome or resource-intensive and consistent with regular DOE
> requirements). However, costs for unusual, non-routine, or
> resource-intensive transactions (in excess of regular DOE
> requirements) specified in the attached SOW or subsequent to the work
> being approved will be reimbursed by DHS.
>
> b\. The DHS S&T Technical Representative identified in the IA will be
> the point of contact (POC) for identification of any required
> information to be supplied by DHS.
>
> c\. DHS-Furnished Property. DHS will provide property to DOE only when
> specifically identified in the IA or modification to this IA
> subsequent to approval of the IA.

8\. **[Acquisition of Property under the IA]{.underline}**

> a\. DOE is authorized to purchase all property specifically identified
> in the SOW.
>
> b\. DOE may acquire property not identified in the SOW when cost are
> less than \$5,000 and the acquisition is required in the performance
> of the work under the IA. All property acquisitions in excess of
> \$5,000 shall be identified in the SOW.
>
> c\. DOE shall obtain written approval of the DHS S&T Contracting
> Officer prior to purchasing any property not identified in the SOW
> with associated costs in excess of \$5,000.
>
> d\. Property costing \$5,000 or more shall upon its purchase become
> the property of DHS. Such items will be accounted for in accordance
> with DOE approved property accountability procedures used by the DOE
> facility management contractor in the performance of DOE work.

9\. **[Property Disposition]{.underline}.** The DHS Contracting Officer
shall provide written instructions to DOE regarding the disposition of
property that costs \$5,000 or more and sensitive property (see DOE
Order 580.1) regardless of value. DHS will reimburse the costs of
property disposition or pay transportation costs to a DHS facility. DOE
will retain ownership or dispose of property (except sensitive property)
costing less than \$5,000 according to the procedures approved by DOE
for use by the DOE facility management contractor.

10\. **[Deliverables]{.underline}.**

> a\. Program Status Report: The DOE facility management contractor will
> provide program status reports to the DHS consistent with direction
> provided in the SOW. Reports should be provided to the DHS CO, S&T
> Technical Representative and DHS S&T Resource Manager and contain
> metrics pertaining to financial, schedule, and performance
> information, risk information, a summary of expected deliverables and
> milestones for the effort, and an assessment of performance of all
> work performed under the IA.
>
> b\. All other deliverables identified in the attached SOW will be sent
> directly to the DHS S&T Technical Representative, with a copy of the
> transmittal letter to the DOE and DHS Contracting Officers (the
> executing authorities for the IA).

11\. **[Acceptance Criteria]{.underline}.** Deliverables shall be
subject to testing, review, and acceptance by DHS to verify that each
deliverable satisfies DHS's applicable acceptance criteria. The DOE
facility management contractor will perform the IA work in a manner
consistent with its subject matter expertise. "Acceptance Criteria" mean
the criteria developed by DHS to determine whether a deliverable is
ready for acceptance by DHS and may include, without limitation,
requirements that the applicable deliverable: (i) has been completed and
delivered/achieved according to the SOW; (ii) meets or exceeds the
identified requirements in the SOW, including but not limited to
technical specifications and performance standards; and (iii) complies
with such other criteria as may be developed and agreed on by DHS and
DOE. DHS will identify in the attached SOW any Acceptance Criteria
specific to the IA requirements.

12\. **[Correction of Nonconformities]{.underline}.** If a deliverable
fails to meet the Acceptance Criteria (each failure will be referred to
as a "Nonconformity"), the DHS CO will provide written notification to
the DOE of such failure. Upon receiving such notice, DOE will inform DHS
in writing of the costs and proposed actions to mitigate the
nonconformity. Corrective actions will not be undertaken until DHS
provides approval in writing on what actions are to be taken and
provides funding to support such actions. The corrected Nonconformity
will be delivered to DHS, which will then confirm in writing whether the
redelivered deliverable satisfies the applicable Acceptance Criteria.
The process described in this paragraph may be repeated until all
Nonconformities are corrected and the deliverable satisfies the IA
Acceptance Criteria or until either party determines that continued
efforts would be unsuccessful. DHS will reimburse DOE for all costs
associated with these corrective actions.

# 13. [DOE Facility Contractor's Performance.]{.underline} As requested, annually and at completion of performance, DHS shall provide the DOE Contracting Officer with a written evaluation of the DOE facility management contractor's performance. {#doe-facility-contractors-performance.-as-requested-annually-and-at-completion-of-performance-dhs-shall-provide-the-doe-contracting-officer-with-a-written-evaluation-of-the-doe-facility-management-contractors-performance. .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

14\. **[Security Requirements]{.underline}.**

> a\. All work performed under the IA is unclassified unless otherwise
> specified by DHS.
>
> b\. Performance of work under the IA may require access by DOE and/or
> DOE's facility management contractor to information that is sensitive
> but unclassified, e.g., Official Use Only or other designations that
> can qualify as Freedom Of Information Act exemptions and/or classified
> (e.g., Confidential, Secret, or Top Secret, and if classified, at
> categories of National Security Information, Restricted Data, or
> Formerly Restricted Data). If sensitive but unclassified or classified
> work is required under the IA, DHS will provide specific guidance to
> DOE as to which work will be subject to treatment as sensitive but
> unclassified and/or classified and at which classification level. If
> DHS guidance appears to conflict with DOE or other applicable
> Government guidelines, DHS and DOE will negotiate the treatment of the
> data in a manner that best satisfies the requirements of both
> agencies, and DOE will assure the facility management contractor will
> adhere to the result.

15\. **[Intellectual Property]{.underline}.**

> a\. The work described in the SOW is sponsored by DHS. The
> intellectual property rights under this agreement, including rights to
> patents conceived or first reduced to practice or the rights in
> scientific and technical data or computer software first produced,
> including the right to assert copyright, are governed by the DOE
> facility management contract. The additional conditions listed below
> are necessary to assure that those intellectual property rights are
> exercised in consonance with the programmatic objectives of the DHS
> sponsorship of the work under this agreement.
>
> b\. In authorizing the facility management contractor to perform work
> under the IA, DOE shall require that any publication of scientific and
> technical data or computer software ***first produced*** under this
> agreement will contain the following legend or equivalent reflecting
> DHS sponsorship of the work:
>
> "The Department of Homeland Security sponsored the production of this
> material under DOE Contract Number XXXX for the management and
> operation of
>
> \<\< insert facility management contractor's name, organization,
> and/or laboratory\>\>."
>
> c\. Where the terms of the DOE facility management contract require
> DOE authorization, DOE will not authorize the facility management
> contractor to retain or exercise any intellectual property rights not
> specifically granted under the DOE facility management contract, such
> as the right of the facility management contractor to assert its
> copyright in scientific or technical data or computer software
> ***first made or produced*** under this agreement, without consulting
> with and receiving the
>
> concurrence of the DHS Intellectual Property Counsel, specified below,
> or his/her designee. This requirement does not affect the right of the
> facility management contractor to assert copyright in scientific and
> technical journals as provided under the DOE facility management
> contract.
>
> d\. The DOE facility management contract provides that the facility
> management contractor shall not include in any items delivered to the
> Government material that is copyrighted by third parties without the
> prior approval of DOE, unless such material is subject to the
> contractually specified Government license. DOE shall not approve any
> such request under the IA without consulting with and receiving the
> concurrence of the DHS Intellectual Property Counsel or his/her
> designee.
>
> e\. In authorizing the DOE facility management contractor to perform
> the work described in the SOW, DOE shall require that, whenever the
> facility management contractor makes a request to DOE relating to
> intellectual property matters or provides invention disclosures, the
> facility management contractor provide a copy of all such requests or
> invention disclosures to the DHS Intellectual Property Counsel.
>
> f\. The facility management contractor's merely providing copies of
> requests or invention disclosures to DHS Intellectual Property
> Counsel, as provided in paragraph 14c., d., or e., does not in any way
> obviate the obligations of the facility management contractor to make
> invention disclosures, submit requests for permission to assert
> copyright, or provide any other intellectual property notices or
> requests to DOE Patent Counsel pursuant to the terms and conditions of
> the DOE facility management contract.

g\. DHS Intellectual Property Counsel:

> Assistant General Counsel for Intellectual Property

Department of Homeland Security

245 Murray Lane

Washington, D.C. 20825

Or S&T_OGC_IP@hq.dhs.gov

16\. **Termination.**

a\. The IA may be terminated by mutual agreement of DOE and DHS,
documented in a bilateral modification. The IA may also be unilaterally
suspended by either party upon 30 days' advance written notice to the
other party. In the event of a termination of this Agreement, no future
work may be performed against it.  Incurred costs and associated
termination costs, including payment for any outstanding commitments
related to the SOW shall be paid by DHS. After payment of those costs,
DOE shall return any remaining funds to DHS.

#  {#section-3 .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

# b. Upon termination, DOE will assure that the facility management contractor provides all completed deliverables and the most current version of data relating to any incomplete deliverables. DOE will provide DHS with an accounting of the IA costs and any termination costs.  {#b.-upon-termination-doe-will-assure-that-the-facility-management-contractor-provides-all-completed-deliverables-and-the-most-current-version-of-data-relating-to-any-incomplete-deliverables.-doe-will-provide-dhs-with-an-accounting-of-the-ia-costs-and-any-termination-costs. .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

#  {#section-4 .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

#  {#section-5 .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

# 17. [Points of Contact.]{.underline} {#points-of-contact. .Style-Heading-1-+-14-pt-Not-Italic-No-underline .unnumbered}

a.  The DOE Contracting Officer is the executing authority for the IA on
    behalf of DOE.

b.  The DOE point of contact for a DHS reimbursable agreement shall be
    identified in the attached statement of work.

c.  DOE will notify DHS of any changes to the Contracting Officer
    executing this agreement. DOE will identify other points of contact
    as necessary.

d.  Except for Intellectual Property Counsel as provided above under
    paragraph 14(g) of the standard terms and conditions, the DHS POCs
    are as follows:

-   DHS-S&T Technical Representative -- this person is identified in the
    attached SOW.

-   DHS-S&T Resource Manager -- this person is also identified in the
    attached SOW.

-   DHS-S&T Contracting Officer -- this person is the executing
    authority for this IA on behalf of the Requesting Agency.

> DHS S&T may change the individuals designated as these POCs upon
> written notice to DOE of such a change.