The University and DOE agree that with respect to any "claim" as that term is defined in Article XVI, Clause 3, "Disputes," of this contract, or any other matter of conflict between the parties to this contract, that the process described in Article XVI, Clause 2, "Issues Resolution Process," of this contract, will be followed prior to the submission of any claim under Article XVI, Clause 3, "Disputes," of this contract, if either party initiates the Issues Resolution Process.
(a) The University and DOE agree to utilize the issues resolution process described in this clause to facilitate prompt, effective, and informal resolution of any "claim" subject to Article XVI, Clause 3, "Disputes," of this contract, or any other issues arising under this contract which either the University or the DOE deem appropriate to raise with the other party. The issues resolution process will apply to policy, operational, management, or procedural issues and to matters such as differences between the parties as to the applicability or acceptability of particular DOE Orders or other directives. This process will be utilized before resorting to more formal dispute resolution procedures if either party initiates the Issues Resolution Process. Utilization of this informal resolution process will not affect the rights of either party to pursue the more formal procedures (Contract Disputes Act) available under this contract, should that become necessary. This process is not intended to replace or interfere with efforts to resolve local issues through normal day to day operational interactions between the University and DOE representatives.
(b) The Issues Resolution Group (IRG) will conduct the first level of the issues resolution process. The University representatives identified by the following or equivalent titles will serve on the IRG: Special Assistant for Laboratory Administration; Special Assistant for Laboratory Programs; and the Deputy Director or Associate Director for Administration from each of the three DOE Laboratories. DOE representatives identified by the following or equivalent titles will serve on the IRG: the two Deputy Managers of the respective DOE San Francisco and Albuquerque operations offices; the principal Deputy Assistant Secretaries for Defense Programs and Energy Research; and the Deputy Director of the Office of Procurement, Assistance, and Program Management.
(c) Additional DOE or University personnel with particular expertise or knowledge of an issue under review may be included in the resolution process at the discretion of either party.
(d) The Special Assistant for Laboratory Administration will serve as the Point of Contact (POC) for the University for the issues resolution process at the IRG level. The Deputy Manager of either the San Francisco or Albuquerque field offices will serve as the POC at the determination of the DOE on a rotating basis.
(e) The DOE's Point of Contact will serve as the first Chairman of the IRG for one year. Thereafter, the chairmanship of the IRG will rotate annually between the University and DOE. The POC not serving as Chairman will be the Deputy Chairman of the IRG.
(f) The IRG Chairman will coordinate logistics, provide administrative support, and document actions of the IRG. The Chairman and Deputy Chairman will jointly establish agendas for IRG meetings and coordinate acquisition of necessary background materials.
(g) Either POC may determine that an issue warrants resolution by the IRG. The issue resolution process will be invoked upon the notification by one POC of the other of the existence of such an issue. The parties intend that the IRG will respond within one month to issues that are raised. The IRG shall meet at least quarterly to ensure continuity, regardless of whether a specific issue is before the IRG for resolution. Meetings may be conducted through means deemed appropriate by the parties, including telephone conference calls or teleconferencing.
(h) Should the IRG be unable to resolve an issue brought before it, the matter will be referred to the Issues Resolution Council (IRC). The University representatives identified by the following or equivalent titles will serve on the IRC: Senior Vice PresidentsAdministration; Senior Vice PresidentsAcademic Affairs; and the Directors of LBL, LLNL, and LANL. The DOE representatives identified by the following or equivalent titles will serve on the IRC: the Manager of the San Francisco Field Office; Manager of the Albuquerque Field Office; Assistant Secretary for Defense Programs and for Energy Research; Director of the Office of Procurement, Assistance, and Program Management.
(i) The Senior Vice PresidentsAdministration will serve as the Point of Contact for the University at the IRC level. The Managers of the Albuquerque and San Francisco Field Offices will serve as the DOE Point of Contact on a rotating basis for one year periods.
(j) The University's POC will serve as the first Chairman of the IRC for one year. Thereafter, the chairmanship of the IRC will rotate annually between DOE and the University. The POC not serving as Chairman will serve as Deputy Chairman of the IRC. The IRC Chairman will coordinate logistics, provide administrative support, and document actions of the IRG. The Chairman and Deputy Chairman jointly will establish agendas for IRC meetings and coordinate acquisition of necessary background materials.
(k) Either POC of the Issues Resolution Council may determine that an issue that the IRG has been unable to resolve warrants resolution by the IRC. This phase of the issue resolution process will be invoked upon the notification by one POC of the other of the existence of such an issue. It is the intent of the parties that the IRC will respond on a quarterly basis to issues that are raised. The IRC will meet at least annually to ensure that the issues resolution process is functioning effectively. Meetings may be conducted through means deemed appropriate by the parties, including telephone conference calls or teleconferencing.
(l) Should the IRC be unable to resolve an issue, the matter may be referred to the President of the University and the Secretary of Energy for resolution. The IRC Point of Contact for either the University or the DOE may refer such an issue to the President or the Secretary, respectively. The President and the Secretary, directly and personally, will attempt to resolve issues through procedural means of their choosing.
(a) This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. [[section]][[section]] 601-613) (the Act).
(b) Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause.
(c) "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the University seeking the payment of money exceeding $50,000 is not a claim under the Act until certified as required by subparagraph (d)(2) below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.
(d)(1) A claim by the University shall be made in writing and submitted to the Contracting Officer for a written decision. A claim by the Government against the University shall be subject to a written decision by the Contracting Officer.
(ii) Supporting data are accurate and complete to the best of the University's knowledge and belief; and
(iii) The amount requested accurately reflects the contract adjustment for which the University believes the Government is liable.
(3)(i) If the University is an individual, the certification shall be executed by that individual.
(B) An officer or general partner of the University having overall responsibility for the conduct of the University's affairs.
(e) For University claims of $50,000 or less, the Contracting Officer must, if requested in writing by the University, render a decision within 60 days of the request. For University-certified claims over $50,000, the Contracting Officer must, within 60 days, decide the claim or notify the University of the date by which the decision will be made.
(f) The Contracting Officer's decision shall be final unless the University appeals or files a suit as provided in the Act.
(g) At the time a claim by the University is submitted to the Contracting Officer or a claim by the Government is presented to the University, the parties, by mutual consent, may agree to use alternative means of dispute resolution. When using alternate dispute resolution procedures, any claim, regardless of amount, shall be accompanied by the certification described in paragraph (d)(2) of this clause, and executed in accordance with paragraph (d)(3) of this clause.
(h) The Government shall pay interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the claim (properly certified if required), or (2) the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.
(i) The University shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.
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