ARTICLE XV -- Contract Modifications,
General (Special)

ARTICLE XV, CL. 1 - CONTRACT MODIFICATIONS, GENERAL (SPECIAL)

(a) Prime contract. Modifications to the terms and conditions of Contract DE-AC03-76SF00098 shall be by formal modification of the contract, subject to the terms of Article XX, "Entire Agreement; Contract Modification," and as may be required by the respective parties for the type and nature of the proposed modification.

(b) Appendices and other documents incorporated by reference. Appendices and other documents made a part of this contract by reference may be modified from time to time by mutual agreement of the Contracting Officer and the President of the University or his duly authorized representative, designated by him to the Contracting Officer in writing by reimbursement authorization or otherwise without the execution of a formal supplement to this contract.

(c) Negotiating modifications. The parties agree that, due to the dynamic nature of the federal contract environment, either party may propose modifications to the other at any time during the term of this contract and that such proposed modifications will be negotiated in good faith.

ARTICLE XV, CL. 2 - PERFORMANCE MEASURE REVIEW (SPECIAL)

(a) The University and DOE agree to annually review the performance measures contained in Appendix F and to modify them upon the agreement of the parties. It is expected that the performance measures will be modified by the University and the DOE as the University refines the performance based management system described in Article VI, Clause 6, "Use of Objective Standards of Performance, Self-Assessment and Performance Evaluation," and as new areas of emphasis or priorities emerge which the parties may agree warrant recognition in the performance based management system.

(b) At the outset of this extension of the contract, the parties agree to review the original performance measures developed by the University as contained in Appendix F. The performance measures contained in Appendix F are operative until such time as the parties may agree to their modification.

ARTICLE XV, CL. 3 - PROCEDURE FOR TREATMENT OF PROSPECTIVE DOE DIRECTIVES AND EXTANT DOE ORDERS (SPECIAL)

This clause describes the agreement between the University and the Department of Energy for the treatment of prospective DOE directives and extant DOE Orders for the purposes of this contract. Neither of the parties intends that this procedure permit unilateral modifications to the contract.

(a) Prospective DOE Directives.

(1) The DOE periodically issues DOE directives which amplify matters contained in the contract. The Contracting Officer will notify the University in writing of his intent to issue a directive which he deems applicable to the contract and the University will have up to 60 days in which to comment on the proposed directive.

(2) In the normal course of business, when the Contracting Officer issues a directive which can be accepted as a contract modification, the directive will be listed in Appendix G.

(3) Should the Contracting Officer issue a directive which the University had indicated that it is unable to accept as a contract modification, the matter will be pursued through the Issue Resolution Process (IRP) described in Article XVI, Clause 2, of this contract. The IRP may produce an exception to the directive which can be accepted by both the University and DOE which will be incorporated in the contract as a contract modification.

(4) The IRP also may produce an exception to the directive that is acceptable to the University and the DOE as a guideline but not as a contract modification. The justification for this determination will be based on criteria consistent with the five criteria for modification of standard clauses and this disposition will be recorded in writing. The five criteria for adoption of an exception to a directive are that the acceptance of a directive as proposed by the DOE will result in an unacceptable impact on the quality of science, intellectual or scientific freedom, or the no gain/no loss principle of operation of the laboratories; exposure of the University to unacceptable legal risk; or in an insufficient specification of standards against which the University's management performance can be evaluated.

(5) (i) A directive in the Environment, Safety and Health areas will be incorporated in the contract as a contract modification unless its provisions demonstrably conflict with the no gain/no loss principle underlying the University's management of the laboratories. The University will advise the DOE in writing of the funding necessary to permit the University to implement a directive adopted as a contract modification. In the absence of the authorization of such funds by the DOE or if the directive is otherwise in conflict with the no gain/no loss principle, the University will not accept the directive as a contract modification but will treat the directive as a guideline.

(ii) A directive other than in the Environment, Safety and Health areas will be incorporated in the contract as a contract modification, unless its adoption will result in one or more of the circumstances listed above on which exceptions to directives are to be justified. If a directive is in conflict with one or more of these criteria, the University will treat the directive as a guideline. The University also will advise DOE in writing of the funding necessary to permit the University to implement a directive adopted as a contract modification. In the absence of the authorization of such funds by the DOE, the University will treat the directive as a guideline.

(b) Extant DOE Orders.

(1) The DOE and the University have identified a baseline set of extant Orders applicable to the contract which have been issued as of June 23, 1992. This baseline set of Orders is listed in Section IV of Appendix G. These extant Orders will be implemented in accordance with the provisions set forth in Appendix G.

(2) The Contracting Officer will notify the University in writing of his determination that an extant DOE Order not identified as applicable to the contract at the date of contract execution is applicable to the contract. The extant DOE Order will be subject to the provisions of this clause concerning "Prospective DOE Directives," with the exception that the 60-day comment procedure is not applicable.

(3) Upon enactment of the health and safety regulations related to criminal fines and penalties flowing from the Price-Anderson Act (P.L. 100-408), the University will review the requirements of the regulations and promptly notify the Contracting Officer should it be unable to perform the work under this contract under said regulations.

(4) The parties agree that full implementation of the process embodied in paragraph (b) of this clause will require two to three years. During this implementation period the parties will work in good faith toward achievement of the objectives of this clause.

(c) As used in this clause, a "guideline" is an objective that the University will seek to achieve. However, the consequences for failure to comply with a guideline will not result in either a finding of breach or in a diminution of the performance appraisal for the University, nor will it be the basis for a fine or penalty or other forfeiture by the University or its employees.

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