**PART II -- CONTRACT CLAUSES**

**SECTION I**

**SECTION I**

**CONTRACT CLAUSES**

Application of FAR and DEAR Clauses is incorporated by reference as
explained in FAR 52.252-2. Subsequent changes to FAR and DEAR are not
applicable to this contract unless incorporated by Contract
Modification. Additional information required by certain clauses is
provided below.

+-----+-------------+----------------------------+-------------------+
| Cla | # FAR/DEA   | ## Title                   | Fill-In           |
| use | R Reference |                            | Information (See  |
| No. |             |                            | FAR 52.104(d)     |
+-----+-------------+----------------------------+-------------------+
|     |             |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I.1 | FAR         | Definitions (DEC 2001) (As | None              |
|     | 52.202-1    | Modified by DEAR           |                   |
|     |             | DEFINITIONS (apr 2002)     |                   |
|     | DEAR        |                            |                   |
|     | 952.202-1   |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I.2 | FAR         | Gratuities (APR 1984)      | None              |
|     | 52.203-3    |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I.3 | FAR         | Covenant Against           | None              |
|     | 52.203-5    | Contingent Fees (APR 1984) |                   |
+-----+-------------+----------------------------+-------------------+
| I.4 | FAR         | RESTRICTIONS ON            | None              |
|     | 52.203-6    | SUBCONTRACTOR SALES TO THE |                   |
|     |             | GOVERNMENT (JUL 1995)      |                   |
+-----+-------------+----------------------------+-------------------+
| I.5 | FAR         | ANTI-KICKBACK PROCEDURES   | None              |
|     | 52.203-7    | (JUL 1995)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I.6 | FAR         | CANCELLATION, RECISSION,   | None              |
|     | 52.203-8    | AND RECOVERY OF FUNDS FOR  |                   |
|     |             | ILLEGAL OR IMPROPER        |                   |
|     |             | ACTIVITY (jan 1997)        |                   |
+-----+-------------+----------------------------+-------------------+
| I.7 | FAR         | PRICE OR FEE ADJUSTMENT    | None              |
|     | 52.203-10   | FOR ILLEGAL OR IMPROPER    |                   |
|     |             | ACTIVITIY (JAN 1997)       |                   |
+-----+-------------+----------------------------+-------------------+
| I.8 | FAR         | LIMITATION ON PAYMENTS TO  | None              |
|     | 52.203-12   | INFLUENCE CERTAIN FEDERAL  |                   |
|     |             | TRANSACTIONS (JUN 1997)    |                   |
+-----+-------------+----------------------------+-------------------+
| I.9 | FAR         | APPROVAL OF CONTRACT (DEC  | DOE Procurement   |
|     | 52.204-1    | 1989)                      | Executive or      |
|     |             |                            | Designee          |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | PRINTED OR COPIED          | None              |
| .10 | 52.204-4    | DOUBLE-SIDED ON RECYCLED   |                   |
|     |             | PAPER (AUG 2000)           |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | PROTECTING THE             | None              |
| .11 | 52.209-6    | GOVERNMENT'S INTEREST WHEN |                   |
|     |             | SUBCONTRACTING WITH        |                   |
|     |             | CONTRACTORS DEBARRED,      |                   |
|     |             | SUSPENDED, OR PROPOSED FOR |                   |
|     |             | DEBARMENT (JUL 1995)       |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | MATERIAL REQUIREMENTS\     | None              |
| .12 | 52.211-5    | (aug 2000)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | ORDER OF PRECEDENCE --     | None              |
| .13 | 52.215-8    | UNIFORM CONTRACT FORMAT    |                   |
|     |             | (OCT 1997)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | UTILIZATION OF SMALL       | None              |
| .14 | 52.219-8    | BUSINESS CONCERNS (OCT     |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | SMALL BUSINESS             | None              |
| .15 | 52.219-9    | SUBCONTRACTING PLAN (jan   |                   |
|     |             | 2002)                      |                   |
+-----+-------------+----------------------------+-------------------+

  ------ -------------- ----------------------------- --------------------
  I.16   FAR 52.219-16  lIQUIDATED                    None
                        DAMAGES-SUBCONTRACTING PLAN   
                        (JAN 1999)                    

  I.17   FAR 52.219-25  SMALL DISADVANTAGED BUSINESS  None
                        PARTICIPATION PROGRAM --      
                        DISADVANTAGED STATUS AND      
                        REPORTING (oct 1999)          

  I.18   FAR 52.222-1   NOTICE TO THE GOVERNMENT OF   None
                        LABOR DISPUTES (FEB 1997)     

  I.19   FAR 52.222-2   PAYMENT OF OVERTIME PREMIUM   OT Premium:
                        (JUL 1990)                    \$375,000

  I.20   FAR 52.222-3   CONVICT LABOR (AUG 1996)      None

  I.21   FAR 52.222-4   CONTRACT WORK HOURS AND       None
                        SAFETY STANDARDS ACT-OVERTIME 
                        COMPENSATION (SEP 2000)       

  I.22   FAR 52.222-6   DAVIS-BACON ACT (FEB 1995)    None

  I.23   FAR 52.222-7   WITHHOLDING OF FUNDS (FEB     None
                        1988)                         

  I.24   FAR 52.222-8   PAYROLLS AND BASIC RECORDS    None
                        (FEB 1988)                    

  I.25   FAR 52.222-9   APPRENTICES AND TRAINEES (FEB None
                        1988)                         

  I.26   FAR 52.222-10  COMPLIANCE WITH COPELAND ACT  None
                        REQUIREMENTS (FEB 1988)       

  I.27   FAR 52.222-11  SUBCONTRACTS (LABOR           None
                        STANDARDS) (FEB 1988)         

  I.28   FAR 52.222-12  CONTRACT                      None
                        TERMINATION-DEBARMENT (feb    
                        1988)                         

  I.29   FAR 52.222-13  COMPLIANCE WITH DAVIS-BACON   None
                        AND RELATED ACT REGULATIONS   
                        (FEB 1988)                    

  I.30   FAR 52.222-14  DISPUTES CONCERNING LABOR     None
                        STANDARDS (FEB 1988)          

  I.31   FAR 52.222-15  CERTIFICATION OF ELIGIBILITY  None
                        (FEB 1988)                    

  I.32   FAR 52.222-16  APPROVAL OF WAGE RATES (FEB   None
                        1988)                         

  I.33   FAR 52.222-20  WALSH-HEALEY PUBLIC CONTRACTS None
                        ACT (DEC 1996)                

  I.34   FAR 52.222-21  PROHIBITION OF SEGREGATED     None
                        FACILITIES (FEB 1999)         

  I.35   FAR 52.222-26  EQUAL OPPORTUNITY (Apr 2002)  None

  I.36   FAR 52.222-35  EQUAL OPPORTUNITY FOR SPECIAL None
                        DISABLED VETERANS, VETERANS   
                        OF THE VIETNAM ERA, AND OTHER 
                        ELIGIBLE VETERANS (DEC 2001)  
  ------ -------------- ----------------------------- --------------------

  ------ -------------- ----------------------------- --------------------
  I.37   FAR 52.222-36  AFFIRMATIVE ACTION FOR        None
                        WORKERS WITH DISABILITIES     
                        (jUN 1998)                    

  I.38   FAR 52.222-37  EMPLOYMENT REPORTS ON SPECIAL None
                        DISABLED VETERANS, VETERANS   
                        OF THE VIETNAM ERA, AND OTHER 
                        ELIGIBLE VETERANS (DEC 2001)  

  I.39   FAR 52.222-38  COMPLIANCE WITH VETERANS'     None
                        EMPLOYMENT REPORTING          
                        REQUIREMENTS (DEC 2001)       

  I.40   FAR 52.222-41  SERVICE CONTRACT ACT OF 1965, None
                        AS AMENDED (MAY 1989)         

  I.41   FAR 52.222-42  STATEMENT OF EQUIVALENT RATES To be provided
                        FOR FEDERAL HIRES (MAY 1989)  during transition
                                                      period

  I.42   FAR 52.223-3   HAZARDOUS MATERIAL            As Required
                        IDENTIFICATION AND MATERIAL   
                        SAFETY DATA (JAN 1997)        
                        ALTERNATE I (JAN 1997)        

  I.43   FAR 52.223-5   POLLUTION PREVENTION AND      None
                        RIGHT-TO-KNOW INFORMATION     
                        (APR 1998)                    

  I.44   FAR 52.223-6   DRUG-FREE WORKPLACE (MAY      None
                        2001)                         

  I.45   FAR 52.223-10  WASTE REDUCTION PROGRAM (AUG  None
                        2000)                         

  I.46   FAR 52.223-11  ozone-depleting substances    None
                        (MAY 2001)                    

  I.47   FAR 52.223-12  REFRIGERATOR EQUIPMENT AND    None
                        AIR CONDITIONERS (MAY 1995)   

  I.48   FAR 52.223-14  TOXIC CHEMICAL RELEASE        None
                        REPORTING (OCT 2000)          

  I.49   FAR 52.224-1   PRIVACY ACT NOTIFICATION (APR None
                        1984)                         

  I.50   FAR 52.224-2   PRIVACY ACT (APR 1984)        None

  I.51   FAR 52.225-1   BUY AMERICAN ACT-BALANCE OF   None
                        PAYMENTS PROGRAM---SUPPLIES   
                        (may 2002)                    

  I.52   FAR 52.225-13  RESTRICTIONS ON CERTAIN       None
                        FOREIGN PURCHASES (JUL 2000)  

  I.53   FAR 52.226-1   UTILIZATION OF INDIAN         None
                        ORGANIZATIONS AND             
                        INDIAN-OWNED ECONOMIC         
                        ENTERPRISES (JUN 2000)        

  I.54   FAR 52.227-23  RIGHTS TO PROPOSAL DATA       (All of Volumes II
                        (TECHNICAL) (jUN 1987)        and III), (August 9,
                                                      2002)

  I.55   FAR 52.230-2   COST ACCOUNTING STANDARDS     None
                        (APR 1998)                    
  ------ -------------- ----------------------------- --------------------

+-----+-------------+----------------------------+-------------------+
| I   | FAR         | ADMINISTRATION OF COST     | None              |
| .56 | 52.230-6    | ACCOUNTING STANDARDS\      |                   |
|     |             | (NOV 1999)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | INTEREST (JUN 1996)        | None              |
| .57 | 52.232-17   |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | ASSIGNMENT OF CLAIMS (jAN  | None              |
| .58 | 52.232.23   | 1986)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | DISPUTES (DEC 1998)        | None              |
| .59 | 52.233-1    | ALTERNATE I (DEC 1991)     |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | PROTEST AFTER AWARD (AUG   | None              |
| .60 | 52.233-3    | 1996) ALTERNATE I (JUN     |                   |
|     |             | 1985)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | CONTINUITY OF SERVICES     | None              |
| .61 | 52.237-3    | (JAN 1991)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | NOTICE OF INTENT TO        | None              |
| .62 | 52.242-1    | DISALLOW COSTS (APR 1984)  |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | BANKRUPTCY (JUL 1995)      | None              |
| .63 | 52.242-13   |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | COMPETITION IN             | None              |
| .64 | 52.244-5    | SUBCONTRACTING (DEC 1996)  |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | SUBCONTRACTS FOR           | None              |
| .65 | 52.244-6    | COMMERCIAL ITEMS (may      |                   |
|     |             | 2002)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | PREFERENCE FOR U.S.-FLAG   | None              |
| .66 | 52.247-63   | AIR CARRIERS (JAN 1997)    |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | PREFERENCE FOR PRIVATELY   | None              |
| .67 | 52.247-64   | OWNED U.S.-FLAG COMMERCIAL |                   |
|     |             | VESSELS (JUN 2000)         |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | TERMINATION (COST          | [Clause Attached  |
| .68 | 52.249-6    | REIMBURSEMENT) (SEP 1996)  | (full             |
|     |             | (MODIFIED)                 | text)](#I68)      |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | EXCUSABLE DELAYS (APR      | None              |
| .69 | 52.249-14   | 1984)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | GOVERNMENT SUPPLY SOURCES  | [Clause Attached  |
| .70 | 52.251-1    | (MODIFIED) (APR 1984)      | (full             |
|     |             |                            | text)](#I70)      |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | INTERAGENCY FLEET          | Correct last      |
| .71 | 52.251-2    | MANAGEMENT SYSTEM VEHICLES | citation to read  |
|     |             | AND RELATED SERVICES (JAN  | "41 CFR 101-38."  |
|     |             | 1991)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | CLAUSES INCORPORATED BY    | [Clause Attached  |
| .72 | 52.252-2    | REFERENCE (FEB 1998)       | (full             |
|     |             |                            | text)](#I72)      |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | AUTHORIZED DEVIATIONS IN   | [Clause Attached  |
| .73 | 52.252-6    | CLAUSES (APR 1984)         | (Full             |
|     |             |                            | Text)](#I73)      |
+-----+-------------+----------------------------+-------------------+
| I   | FAR         | COMPUTER GENERATED FORMS   | None              |
| .74 | 52.253-1    | (JAN 1991)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | WHISTLEBLOWER PROTECTION   | None              |
| .75 | 952.203-70  | FOR CONTRACTOR EMPLOYEES   |                   |
|     |             | (DEC 2000)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | SECURITY (mAY 2002)        | None              |
| .76 | 952.204-2   |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | CLAS                       | None              |
| .77 | 952.204-70  | SIFICATION/DECLASSIFICATON |                   |
|     |             | (SEP 1997)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | RESERVED    |                            |                   |
| .78 |             |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | PUBLIC AFFAIRS (DEC 2000)  | None              |
| .79 | 952.204-75  |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | ORGANIZATIONAL CONFLICTS   | Paragraph         |
| .80 | 952.209-72  | OF INTEREST (JUN 1997)     | (b)(1)(i) three   |
|     |             | ALERNATE I                 | (3) years. The    |
|     |             |                            | words "advisory   |
|     |             |                            | and assistance    |
|     |             |                            | services" used    |
|     |             |                            | throughout this   |
|     |             |                            | clause shall be   |
|     |             |                            | changed to        |
|     |             |                            | "management and   |
|     |             |                            | professional      |
|     |             |                            | support services" |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | KEY PERSONNEL (DEC 2000)   | Section J --      |
| .81 | 952.215-70  |                            | Appendix G        |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | ACQUISITION OF REAL        | None              |
| .82 | 952.217-70  | PROPERTY (APR 1984)        |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | PAPERWORK REDUCTION ACT    | None              |
| .83 | 952.224-70  | (APR 1984)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | DISPLACED EMPLOYEE HIRING  | None              |
| .84 | 952.226-74  | PREFERENCE (JUN 1997)      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | CONTRACTOR EMPLOYEE TRAVEL | None              |
| .85 | 952.251-70  | DISCOUNTS (DEC 2000)       |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | MANAGEMENT CONTROLS (DEC   | None              |
| .86 | 970.5203-1  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | PERFORMANCE IMPROVEMENT    | None              |
| .87 | 970.5203-2  | AND COLLABORATION (DEC     |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | CONTRACTOR'S ORGANIZATION  | [See Clause       |
| .88 | 970.5203-3  | (DEC 2000) (DEVIATION)     | Attached](#I88)   |
|     |             | \[use DEAR 970.5204-12     |                   |
|     |             | CONTRACTOR'S ORGANIZATION  |                   |
|     |             | (APR 1984)\]               |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | counterintelligence (dec   | None              |
| .89 | 970.5204-1  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | LAWS, REGULATIONS, AND     | None              |
| .90 | 970.5204-2  | DOE/SPRPMO DIRECTIVES (DEC |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | ACCESS TO AND OWNERSHIP OF | Contractor-owned  |
| .91 | 970.5204-3  | RECORDS (DEC 2000)         | records: (b):     |
|     |             |                            | Paragraphs (1)    |
|     |             |                            | through (4)       |
|     |             |                            | (Paragraph (5) is |
|     |             |                            | not applicable to |
|     |             |                            | this              |
|     |             |                            | solic             |
|     |             |                            | itation/contract) |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | PRINTING (DEC 2000)        | None              |
| .92 | 970.5208-1  |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | TOTAL AVAILABLE FEE: BASE  | Alternate III,    |
| .93 | 970.5215-1  | FEE AMOUNT AND PERFORMANCE | paragraph (f):    |
|     |             | FEE AMOUNT (DEC 2000),     |                   |
|     |             | Alternate I (DEC 2000) and | 10 calendar days  |
|     |             | alternate iii (dec 2000)   |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | MAKE OR BUY PLAN (DEC      | None              |
| .94 | 970.5215-2  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | CONDITIONAL PAYMENT OF     | [Clause Attached  |
| .95 | 970.5215-3  | FEE, PROFIT, OR INCENTIVES | (Full             |
|     |             | (DEC 2000) ALTERNATE I     | Text)](#I95)      |
|     |             | (DEC 2000)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I   | RESERVED    |                            |                   |
| .96 |             |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | COLLECTIVE BARGAINING      | None              |
| .97 | 970.5222-1  | AGREEMENTS-MANAGEMENT AND  |                   |
|     |             | OPERATING CONTRACTS (DEC   |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | OVERTIME MANAGEMENT (DEC   | None              |
| .98 | 970.5222-2  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+

+-----+-------------+----------------------------+-------------------+
| I   | DEAR        | INTEGRATION OF             | None              |
| .99 | 970.5223-1  | ENVIRONMENT, SAFETY AND    |                   |
|     |             | HEALTH INTO WORK PLANNING  |                   |
|     |             | AND EXECUTION (DEC 2000)   |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | ACQUISITION AND USE OF     | None              |
| 100 | 970.5223-2  | ENVIRONMENTALLY PREFERABLE |                   |
|     |             | PRODUCTS AND SERVICES (DEC |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | DIVERSITY PLAN (DEC 2000)  | None              |
| 101 | 970.5226-1  |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | COMMUNITY COMMITMENT (DEC  | None              |
| 102 | 970.5226-3  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | RIGHTS IN                  | None              |
| 103 | 970.5227-1  | DATA---FACILITIES (DEC     |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | AUTHORIZATION AND CONSENT  | None              |
| 104 | 970.5227-4  | (dec 2000)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | NOTICE AND ASSISTANCE      | None              |
| 105 | 970.5227-5  | REGARDING PATENT AND       |                   |
|     |             | COPYRIGHT INFRINGEMENT     |                   |
|     |             | (DEC 2000)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | PATENT INDEMNITY           | None              |
| 106 | 970.5227-6  | SUBCONTRACTORS (DEC 2000)  |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | REFUND OF ROYALTIES (XXX   | [Clause Attached  |
| 107 | 970.5227-8  | 2001)                      | (Full             |
|     |             |                            | Text)](#I107)     |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | PATENT RIGHTS - MANAGEMENT | None              |
| 108 | 970.5227-11 | AND OPERATING CONTRACTS,   |                   |
|     |             | FOR PROFIT CONTRACTOR,     |                   |
|     |             | NON-TECHNOLOGY TRANSFER    |                   |
|     |             | (DEC 2000)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | INSURANCE-LITIGATION AND   | None              |
| 109 | 970.5228-1  | CLAIMS (DEC 2000)          |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | STATE AND LOCAL TAXES      | None              |
| 110 | 970.5229-1  |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | PREEXISTING CONDITIONS     | Insert in         |
| 111 | 970.5231-4  | (DEC 2000) ALTERNATE i     | paragraph (a)     |
|     |             | (DEC 2000) OR ALTERNATE ii | "April 1, 2003"   |
|     |             | (DEC 2000)                 |                   |
|     |             |                            | \*If Alternate I  |
|     |             |                            | is appropriate,   |
|     |             |                            | insert in         |
|     |             |                            | paragraph (a)     |
|     |             |                            | "April 1, 2003"   |
|     |             |                            | "Strategic        |
|     |             |                            | Petroleum         |
|     |             |                            | Reserve"          |
|     |             |                            | "D                |
|     |             |                            | E-AC96-93PO18000" |
|     |             |                            |                   |
|     |             |                            | \*If Alternate II |
|     |             |                            | is appropriate,   |
|     |             |                            | insert paragraph  |
|     |             |                            | (c) (see DEAR     |
|     |             |                            | 970.5321-4)       |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | REDUCTION OR SUSPENSION OF | None              |
| 112 | 970.5232-1  | ADVANCE, PARTIAL, OR       |                   |
|     |             | PROGRESS PAYMENTS (DEC     |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | PAYMENTS AND ADVANCES (DEC | None              |
| 113 | 970.5232-2  | 2000) ALTERNATE ii (DEC    |                   |
|     |             | 2000), ALTERNATE III (DEC  |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | ACCOUNTS, RECORDS, AND     | None              |
| 114 | 970.5232-3  | INSPECTION (DEC 2000)      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | OBLIGATION OF FUNDS (DEC   | \$1,700,000       |
| 115 | 970.5232-4  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | LIABILITY WITH RESPECT TO  | None              |
| 116 | 970.5232-5  | COST ACCOUNTING STANDARDS  |                   |
|     |             | (DEC 2000)                 |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | WORK FOR OTHERS FUNDING    | None              |
| 117 | 970.5232-6  | AUTHORIZATIONS (DEC 2000)  |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | FINANCIAL MANAGEMENT       | None              |
| 118 | 970.5232-7  | SYSTEM (DEC 2000)          |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | INTEGRATED ACCOUNTING (DEC | None              |
| 119 | 970.5232-8  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | GOVERNMENT FACILITY        | None              |
| 120 | 970.5236-1  | SUBCONTRACT APPROVAL (DEC  |                   |
|     |             | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | FACILITIES MANAGEMENT (DEC | None              |
| 121 | 970.5237-2  | 2000)                      |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | PENALTIES FOR UNALLOWABLE  | None              |
| 122 | 970.5242-1  | COSTS (DEC 2000)           |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | CHANGES (DEC 2000)         | None              |
| 123 | 970.5243-1  |                            |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | CONTRACTOR PURCHASING      | None              |
| 124 | 970.5244-1  | SYSTEM (DEC 2000)          |                   |
+-----+-------------+----------------------------+-------------------+
| I.  | DEAR        | PROPERTY (DEC 2000)        | None              |
| 125 | 970.5245-1  |                            |                   |
+-----+-------------+----------------------------+-------------------+

[]{#I68 .anchor}Clause I.68 FAR 52.249-6 - TERMINATION (COST
REIMBURSEMENT) (SEP 1996) (MODIFIED)

\(a\) The Government may terminate performance of work under this
contract in whole or, from time to time, in part, if-

> \(1\) The Contracting Officer determines that a termination is in the
> Government\'s interest; or

(2) The Contractor defaults in performing this contract and fails to
    cure the default within 10 days (unless extended by the Contracting
    Officer) after receiving a notice specifying the default.
    \"Default\" includes failure to make progress in the work so as to
    endanger performance.

    b.  The Contracting Officer shall terminate by delivering to the
        Contractor a Notice of Termination specifying whether
        termination is for default of the Contractor or for convenience
        of the Government, the extent of termination, and the effective
        date. If, after termination for default, it is determined that
        the Contractor was not in default or that the Contractor\'s
        failure to perform or to make progress in performance is due to
        causes beyond the control and without the fault or negligence of
        the Contractor as set forth in the Excusable Delays clause, the
        rights and obligations of the parties will be the same as if the
        termination was for the convenience of the Government.

\(c\) After receipt of a Notice of Termination, and except as directed
by the Contracting Officer, the Contractor shall immediately proceed
with the following obligations, regardless of any delay in determining
or adjusting any amounts due under this clause:

> \(1\) Stop work as specified in the notice.
>
> \(2\) Place no further subcontracts or orders (referred to as
> subcontracts in this clause), except as necessary to complete the
> continued portion of the contract.
>
> \(3\) Terminate all subcontracts to the extent they relate to the work
> terminated.
>
> \(4\) Assign to the Government, as directed by the Contracting
> Officer, all right, title, and interest of the Contractor under the
> subcontracts terminated, in which case the Government shall have the
> right to settle or to pay any termination settlement proposal arising
> out of those terminations.
>
> \(5\) With approval or ratification to the extent required by the
> Contracting Officer, settle all outstanding liabilities and
> termination settlement proposals arising from the termination of
> subcontracts, the cost of which would be reimbursable in whole or in
> part, under this contract; approval or ratification will be final for
> purposes of this clause.
>
> \(6\) Transfer title (if not already transferred) and, as directed by
> the Contracting Officer, deliver to the Government-
>
> \(i\) The fabricated or unfabricated parts, work in process, completed
> work, supplies, and other material produced or acquired for the work
> terminated;
>
> \(ii\) The completed or partially completed plans, drawings,
> information, and other property that, if the contract had been
> completed, would be required to be furnished to the Government; and
>
> \(iii\) The jigs, dies, fixtures, and other special tools and tooling
> acquired or manufactured for this contract, the cost of which the
> Contractor has been or will be reimbursed under this contract.
>
> \(7\) Complete performance of the work not terminated.
>
> \(8\) Take any action that may be necessary, or that the Contracting
> Officer may direct, for the protection and preservation of the
> property related to this contract that is in the possession of the
> Contractor and in which the Government has or may acquire an interest.
>
> \(9\) Use its best efforts to sell, as directed or authorized by the
> Contracting Officer, any property of the types referred to in
> paragraph (c)(6) of this clause; provided, however, that the
> Contractor (i) is not required to extend credit to any purchaser and
> (ii) may acquire the property under the conditions prescribed by, and
> at prices approved by, the Contracting Officer. The proceeds of any
> transfer or disposition will be applied to reduce any payments to be
> made by the Government under this contract, credited to the price or
> cost of the work, or paid in any other manner directed by the
> Contracting Officer.

\(d\) The Contractor shall submit complete termination inventory
schedules no later than 120 days from the effective date of termination,
unless extended in writing by the Contracting Officer upon written
request of the Contractor within this 120-day period.

\(e\) After expiration of the plant clearance period as defined in
Subpart 45.6 of the Federal Acquisition Regulation, the Contractor may
submit to the Contracting Officer a list, certified as to quantity and
quality, of termination inventory not previously disposed of, excluding
items authorized for disposition by the Contracting Officer. The
Contractor may request the Government to remove those items or enter
into an agreement for their storage. Within 15 days, the Government will
accept the items and remove them or enter into a storage agreement. The
Contracting Officer may verify the list upon removal of the items, or if
stored, within 45 days from submission of the list, and shall correct
the list, as necessary, before final settlement.

\(f\) After termination, the Contractor shall submit a final termination
settlement proposal to the Contracting Officer in the form and with the
certification prescribed by the Contracting Officer. The Contractor
shall submit the proposal promptly, but no later than 1 year from the
effective date of termination, unless extended in writing by the
Contracting Officer upon written request of the Contractor within this
1-year period. However, if the Contracting Officer determines that the
facts justify it, a termination settlement proposal may be received and
acted on after 1 year or any extension. If the Contractor fails to
submit the proposal within the time allowed, the Contracting Officer may
determine, on the basis of information available, the amount, if any,
due the Contractor because of the termination and shall pay the amount
determined.

\(g\) Subject to paragraph (f) of this clause, the Contractor and the
Contracting Officer may agree on the whole or any part of the amount to
be paid (including an allowance for fee) because of the termination. The
contract shall be amended, and the Contractor paid the agreed amount.

> \(h\) If the Contractor and the Contracting Officer fail to agree in
> whole or in part on the amount of costs and/or fee to be paid because
> of the termination of work, the Contracting Officer shall determine,
> on the basis of information available, the amount, if any, due the
> Contractor, and shall pay that amount, which shall include the
> following:
>
> \(1\) All costs reimbursable under this contract, not previously paid,
> for the performance of this contract before the effective date of the
> termination, and those costs that may continue for a reasonable time
> with the approval of or as directed by the Contracting Officer;
> however, the Contractor shall discontinue those costs as rapidly as
> practicable.
>
> \(2\) The cost of settling and paying termination settlement proposals
> under terminated subcontracts that are properly chargeable to the
> terminated portion of the contract if not included in paragraph (h)(1)
> of this clause.
>
> \(3\) The reasonable costs of settlement of the work terminated,
> including-
>
> \(i\) Accounting, legal, clerical, and other expenses reasonably
> necessary for the preparation of termination settlement proposals and
> supporting data;
>
> \(ii\) The termination and settlement of subcontracts (excluding the
> amounts of such settlements); and
>
> \(iii\) Storage, transportation, and other costs incurred, reasonably
> necessary for the preservation, protection, or disposition of the
> termination inventory. If the termination is for default, no amounts
> for the preparation of the Contractor\'s termination settlement
> proposal may be included.
>
> \(4\) A portion of the fee payable under the contract, determined as
> follows:
>
> \(i\) If the contract is terminated for the convenience of the
> Government, the settlement shall include a percentage of the fee equal
> to the percentage of completion of work contemplated under the
> contract, but excluding subcontract effort included in
> subcontractors\' termination proposals, less previous payments for
> fee.
>
> \(ii\) If the contract is terminated for default, the total fee
> payable shall be such proportionate part of the fee as the total
> number of articles (or amount of services) delivered to and accepted
> by the Government is to the total number of articles (or amount of
> services) of a like kind required by the contract.
>
> \(5\) If the settlement includes only fee, it will be determined under
> paragraph (h)(4) of this clause.

\(i\) The cost principles and procedures in Part 31 of the Federal
Acquisition Regulation as supplemented in subpart 970.31 of the
Department of Energy Regulation, in effect on the date of this contract,
shall govern all costs claimed, agreed to, or determined under this
clause.

\(j\) The Contractor shall have the right of appeal, under the Disputes
clause, from any determination made by the Contracting Officer under
paragraph (f), (h), or (l) of this clause, except that if the Contractor
failed to submit the termination settlement proposal within the time
provided in paragraph (f) and failed to request a time extension, there
is no right of appeal. If the Contracting Officer has made a
determination of the amount due under paragraph (f), (h) or (l) of this
clause, the Government shall pay the Contractor-

> \(1\) The amount determined by the Contracting Officer if there is no
> right of appeal or if no timely appeal has been taken; or
>
> \(2\) The amount finally determined on an appeal.
>
> \(k\) In arriving at the amount due the Contractor under this clause,
> there shall be deducted-
>
> \(1\) All unliquidated advance or other payments to the Contractor,
> under the terminated portion of this contract;
>
> \(2\) Any claim which the Government has against the Contractor under
> this contract; and
>
> \(3\) The agreed price for, or the proceeds of sale of materials,
> supplies, or other things acquired by the Contractor or sold under
> this clause and not recovered by or credited to the Government.

\(l\) The Contractor and Contracting Officer must agree to any equitable
adjustment in fee for the continued portion of the contract when there
is a partial termination. The Contracting Officer shall amend the
contract to reflect the agreement.

> (m)(1) The Government may, under the terms and conditions it
> prescribes, make partial payments and payments against costs incurred
> by the Contractor for the terminated portion of the contract, if the
> Contracting Officer believes the total of these payments will not
> exceed the amount to which the Contractor will be entitled.
>
> \(2\) If the total payments exceed the amount finally determined to be
> due, the Contractor shall repay the excess to the Government upon
> demand, together with interest computed at the rate established by the
> Secretary of the Treasury under 50 U.S.C. App. 1215(b)(2). Interest
> shall be computed for the period from the date the excess payment is
> received by the Contractor to the date the excess is repaid. Interest
> shall not be charged on any excess payment due to a reduction in the
> Contractor\'s termination settlement proposal because of retention or
> other disposition of termination inventory until 10 days after the
> date of the retention or disposition, or a later date determined by
> the Contracting Officer because of the circumstances.

\(n\) The provisions of this clause relating to fee are inapplicable if
this contract does not include a fee.

[]{#I70 .anchor}Clause I.70 FAR 52.251-1 - GOVERNMENT SUPPLY SOURCES
(MODIFIED) (APR 1984)

> The Contracting Officer may issue the Contractor an authorization to
> use Government supply sources in the performance of this contract.
> Title to all property acquired by the Contractor under such an
> authorization shall vest in the Government unless otherwise specified
> in the contract. Such property shall not be considered to be
> \"Government-furnished property,\" as distinguished from \"Government
> property.\" The provisions of the clause entitled \"Property,\" shall
> apply to all property acquired under such authorization.

[]{#I72 .anchor}Clause I.72 FAR 52.252-2 - CLAUSES INCORPORATED BY
REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. Also, the
full text of a clause may be accessed electronically at this/these
address(es):

<http://www.arnet.gov/far/> (Federal Acquisition Regulations)

[Acquisition
Regulation](http://professionals.pr.doe.gov/ma5/MA-5Web.nsf/Procurement/Acquisition+Regulation?OpenDocument)
(Department of Energy Acquisition Regulations)

[]{#I73 .anchor}Clause I.73 FAR 52.252-6 - AUTHORIZED DEVIATIONS IN
CLAUSES (APR 1984)

> \(a\) The use in this solicitation or contract of any Federal
> Acquisition Regulation (48 CFR Chapter 1) clause with an authorized
> deviation is indicated by the addition of \"(DEVIATION)\" after the
> date of the clause.
>
> \(b\) The use in this solicitation or contract of any Department of
> Energy Regulation (48 CFR Part 9) clause with an authorized deviation
> is indicated by the addition of \"(DEVIATION)\" after the name of the
> regulation.

[]{#I88 .anchor}Clause I.88 DEAR 970.5203-3- CONTRACTOR'S ORGANIZATION
(DEC 2000) (DEVIATION)\
\[Use DEAR 970.5204-12 CONTRACTOR'S ORGANIZATION (APR 1984)\]

(a) Organization chart. As promptly as possible after the execution of
    this Contract, the Contractor shall furnish to the Contracting
    Officer a chart showing the names, duties, and organization of key
    personnel to be employed in connection with the work, and shall
    furnish from time to time supplementary information reflecting
    changes therein.

(b) Supervisory representative of Contractor. Unless otherwise directed
    by the Contracting Officer, a competent full-time resident
    supervisory representative of the Contractor satisfactory to the
    Contracting Officer shall be in charge of the work at the site at
    all times. This also applies to off-site work.

\(c\) Control of employees. The contractor shall be responsible for
maintaining satisfactory standards of employee competency, conduct, and
integrity and shall be responsible for taking such disciplinary action
with respect to his employees as may be necessary. In the event the
Contractor fails to remove any employee from the contract work whom DOE
deems incompetent, careless, or insubordinate, or whose continued
employment on the work is deemed by DOE to be contrary to the public
interest, the Government reserves the right to require the Contractor to
remove the employee.

[]{#I95 .anchor}Clause I.95 DEAR 970.5215-3 - CONDITIONAL PAYMENT OF
FEE, PROFIT, OR INCENTIVES\
(DEC 2000) ALTERNATE I (DEC 2000)

(NOTE: DOE is currently finalizing a new "Conditional Payment of Fee"
clause through the rule-making process. When the new clause comes into
effect, the Contractor will have the option to retain the current
clause, or modify the contract and adopt the new clause. If the
Contractor elects to adopt the new clause, it shall be at no increase to
the cost and fee).

> In order for the Contractor to receive all otherwise earned fee, fixed
> fee, profit, or share of cost savings under the contract in an
> evaluation period, the Contractor must meet the minimum requirements
> in paragraphs (a) and (b) of this clause, and if Alternate I is
> applicable, (a) through (d) of this clause. If the Contractor does not
> meet the minimum requirements, the DOE Operations/Field Office Manager
> or designee may make a unilateral determination to reduce the
> evaluation period\'s otherwise earned fee, fixed fee, profit or share
> of cost savings as described in the following paragraphs of this
> clause.\
> \
> (a) Minimum requirements for Environment, Safety & Health (ES&H)
> Program. The Contractor shall develop, obtain DOE approval of, and
> implement a Safety Management System in accordance with the provisions
> of the clause entitled, \"Integration of Environment, Safety and
> Health into Work Planning and Execution,\" if included in the
> contract, or as otherwise agreed to with the contracting officer. The
> minimum performance requirements of the system will be set forth in
> the approved Safety Management System, or similar document. If the
> Contractor fails to obtain approval of the Safety Management System or
> fails to achieve the minimum performance requirements of the system
> during the evaluation period, the DOE Operations/Field Office Manager
> or designee, at his/her sole discretion, may reduce any otherwise
> earned fees, fixed fee, profit or share of cost savings for the
> evaluation period by an amount up to the amount earned.\
> \
> (b) Minimum requirements for catastrophic event. If, in the
> performance of this contract, there is a catastrophic event (such as a
> fatality, or a serious workplace-related injury or illness to one or
> more Federal, contractor, or subcontractor employees or the general
> public, loss of control over classified or special nuclear material,
> or significant damage to the environment), the DOE Operations/Field
> Office Manager or designee may reduce any otherwise earned fee for the
> evaluation period by an amount up to the amount earned. In determining
> any diminution of fee, fixed fee, profit, or share of cost savings
> resulting from a catastrophic event, the DOE Operations/Field Office
> Manager or designee will consider whether willful misconduct and/or
> negligence contributed to the occurrence and will take into
> consideration any mitigating circumstances presented by the contractor
> or other sources.\
> \
> (c) Minimum requirements for specified level of performance. (1) At a
> minimum the Contractor must perform the following:\
> \
> (i) the requirements with specific incentives at the level of
> performance set forth in the Statement of Work, Work Authorization
> Directive, or similar document unless an otherwise minimal level of
> performance has been established in the specific incentive;\
> \
> (ii) all of the performance requirements directly related to
> requirements specifically incentivized at a level of performance such
> that the overall performance of these related requirements is at an
> acceptable level; and\
> \
> (iii) all other requirements at a level of performance such that the
> total performance of the contract is not jeopardized.\
> \
> (2) The evaluation of the Contractor\'s achievement of the level of
> performance shall be unilaterally determined by the contracting
> officer. To the extent that the Contractor fails to achieve the
> minimum performance levels specified in the Statement of Work, Work
> Authorization Directive, or similar document, during the evaluation
> period, the DOE Operations/Field Office Manager, or designee, may
> reduce any otherwise earned fee, fixed fee, profit, or shared net
> savings for the evaluation period. Such reduction shall not result in
> the total of earned fee, fixed fee, profit, or shared net savings
> being less than 25% of the total available fee amount. Such 25% shall
> include base fee, if any.\
> \
> (d) Minimum requirements for cost performance. (1) Requirements
> incentivized by other than cost incentives must be performed within
> their specified cost constraint and must not adversely impact the
> costs of performing unrelated activities.\
> \
> (2) The performance of requirements with a specific cost incentive
> must not adversely impact the costs of performing unrelated
> requirements.\
> \
> (3) The Contractor\'s performance within the stipulated cost
> performance levels for the evaluation period shall be determined by
> the contracting officer. To the extent the Contractor fails to achieve
> the stipulated cost performance levels, the DOE Operations/Field
> Office Manager, or designee, at his/her sole discretion, may reduce in
> whole or in part any otherwise earned fee, fixed fee, profit, or
> shared net savings for the evaluation period. Such reduction shall not
> result in the total of earned fee, fixed fee, profit or shared net
> savings being less than 25% of the total available fee amount. Such
> 25% shall include base fee, if any

[]{#I107 .anchor}Clause I.107 DEAR 970.5227-8 - REFUND OF ROYALTIES (XXX
2001)

(a) During performance of this Contract, if any royalties are proposed
    to be charged to the Government as costs under this Contract, the
    Contractor agrees to submit for approval of the Contracting Officer,
    prior to the execution of any license, the following information
    relating to each separate item of royalty:

    1.  Name and address of licensor;

    2.  Patent number, patent application serial number, or other basis
        on which the royalty is payable;

    3.  Brief description, including any part or model numbers of each
        contract item or component on which the royalty is payable;

    4.  Percentage or dollar rate of royalty per unit;

    5.  Unit price of contract item;

    6.  Number of units;

    7.  Total dollar amount of royalties; and

    8.  A copy of the proposed license agreement.

(b) If specifically requested by the Contracting Officer, the Contractor
    shall furnish a copy of any license agreement entered into prior to
    the effective date of this clause and an identification of
    applicable claims of specific patents or other basis upon which
    royalties are payable.

(c) The term "royalties" as used in this clause refers to any costs or
    charges in the nature or royalties, license fees, patent or license
    amortization costs, or the like, for the use of or for rights in
    patents and patent applications that are used in the performance of
    this contract or any subcontract hereunder.

(d) The Contractor shall furnish to the Contracting Officer, annually
    upon request, a statement of royalties paid or required to be paid
    in connection with performing this Contract and subcontractors
    hereunder.

(e) For royalty payments under licenses entered into after the effective
    date of this Contract, costs incurred for royalties proposed under
    this paragraph shall be allowable only to the extent that such
    royalties are approved by the Contracting Officer. If the
    Contracting Officer determines that existing or proposed royalty
    payments are inappropriate, and payments subsequent to such
    determination shall be allowable only to the extent approved by the
    Contracting Officer.

(f) Regardless of prior DOE approval of any individual payments or
    royalties, DOE may contest at any time the enforceability, validity,
    scope of, or title to a patent for which the Contractor makes a
    royalty or other payment.

(g) If at any time within 3 years after final payment under this
    Contract, the Contractor for any reason is relieved in whole or in
    part from the payment of any royalties to which this clause applies,
    the Contractor shall promptly notify the Contracting Officer of that
    fact and shall promptly reimburse the Government for any refunds
    received or royalties paid after having received notice of such
    relief.

(h) The Contractor agrees to include, and require inclusion of, this
    clause, including this paragraph (h), suitably modified to identify
    the parties in any subcontract at any tier in which the amount of
    royalties reported during negotiation of the subcontract exceeds
    \$250.