09123-09 subcontract - University of North Dakota

Research Partnership to Secure Energy for America
incorporated into this Subcontract upon execution. Failure by the parties to agree on a final annual
indirect cost rate shall be a dispute within the meaning of the Disputes clause.
Within 120 days (or longer period if approved in writing by RPSEA) after settlement of the final annual
indirect cost rates for all years of a physically complete contract, the SUBCONTRACTOR shall submit a
completion invoice or voucher to reflect the settled amounts and rates. If the subcontractor fails to
submit a completion invoice or voucher within the time specified in Section 1.6 of this Subcontract,
RPSEA or the Government may-
(A)
(B)
Determine the amounts due to the subcontractor under the Subcontract; and
Record this determination in a unilateral modification to the Subcontract.
This determination constitutes the final decision of RPSEA/Government in accordance with the Disputes
clause.
Final Payment.
(1) Upon approval of a completion invoice or voucher submitted by the SUBCONTRACTOR in
accordance with Section 1.6 of this subcontract, and upon the SUBCONTRACTOR's compliance
with all terms of this contract, RPSEA shall promptly pay any balance of allowable costs not
previously paid.
(2) The SUBCONTRACTOR shall pay to RPSEA any refunds, rebates, credits, or other amounts
(including interest, if any) accruing to or received by the SUBCONTRACTOR or any assignee
under this contract, to the extent that those amounts are properly allocable to costs for which
the SUBCONTRACTOR has been reimbursed by RPSEA. Reasonable expenses incurred by the
SUBCONTRACTOR for securing refunds, rebates, credits, or other amounts shall be allowable
costs if approved by RPSEA. Before final payment under this subcontract, the SUBCONTRACTOR
and each assignee whose assignment is in effect at the time of final payment shall execute and
deliver -
(i)
(ii)
(iii)
(iv)
An assignment to RPSEA and or the Government, in form and substance satisfactory to
RPSEA/Government, of refunds, rebates, credits, or other amounts (including interest, if
any) properly allocable to costs for which the SUBCONTRACTOR has been reimbursed by
RPSEA under this Subcontract; and
A release discharging RPSEA and the Government, its officers, agents, and employees
from all liabilities, obligations, and claims arising out of or under this Subcontract,
except -
Specified claims stated in exact amounts or in estimated amounts when the exact
amounts are not known;
Claims (including reasonable incidental expenses) based upon liabilities of the
SUBCONTRACTOR to third parties arising out of the performance of this Subcontract;
provided, that the claims are not known to the SUBCONTRACTOR on the date of the
execution of the release, and that the SUBCONTRACTOR gives notice of the claims in
09123-09 - University of North Dakota (WANG)
Schedule A 10