prc_4121.doc

PRC 4121

Government Approval (Company Required Clause)

ResCare is entering into this agreement on behalf of the Federal Government, and, therefore, it will not be effective until approved in writing by the U.S. Department of Labor, Employment and Training Administrations Contracting Officer or designated representative.

Contract Termination – Debarment

A breach of the Clauses hereof entitled “Davis-Bacon Act”. “Contract Work Hours and Safety Standards Act--Overtime Compensation”, “Apprentices and Trainees”, “Payrolls and Basic Records”, “Compliance with Copeland Regulations”, “Withholding of Funds”, and “Subcontracts” may be grounds for termination of the contract and for debarment as provided in 48 CFR 9.406.

Duplication of Efforts (Company Required Clause) This clause is applicable to contract which exceed $2,500.

The contractor hereby certifies that costs of work to be performed under this contract made any subcontract hereunder are not duplicative of any cost charged against any other government contract, subcontract, or other government source. The Contractor will include the provisions of this paragraph in every subcontract issued hereunder which exceeds $2,500. The contractor agrees to advise the Contracting Officer in writing of any other government contract or subcontract it has performed, or is performing, which involves work directly related to the purpose of this contract.

Wage Comparability (Company Required Clause)

· The Contractor agrees:

a.

To pay at least the prevailing applicable federal minimum wage (refer to Section 6(a) (1) of the Fair Labor Standards Act of 1938, as amended).

b.

That Department of Labor will reimburse for compensation in excess of the minimum only to the extent that such compensation does not exceed the standards set forth for reasonableness thereof in the applicable Cost Principles (FAR 31.205-6). In general, compensation should be limited to an amount which does not exceed the wage or salary payable to persons providing substantially similar services in the area where the program is being carried out, or the area of the particular employee’s immediately preceding employment, whichever is higher. The Contractor agrees to submit a statement of wages and salaries as required under c below.

c.

As appropriate and required, the contractor will pay Davis-Bacon and/or Service Contract prevailing wages and ensure that subcontractors follow those provisions. The contractor is liable for cost if wages are being paid below the prevailing rates. The Government is liable for costs if the Contractor is paying the prevailing rates and a protest of problem occurs with those rates.

Payrolls and Basic Records (Company Required Clause)

· The Contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the contract work and shall preserve them for a period of 3 years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and addresses of each such employee, social security number, correct classification, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid.

· The records to be maintained under paragraph 1 of this clause shall be made available by the contractor or subcontractor for inspection, copying, or transcription by the Contracting Officer or the Department of Labor or their authorized representatives. The Contractor and subcontractors will permit such representatives to interview employees during working hours on the job.

· The Contractor shall insert paragraphs 1 through 3 of this clause in all subcontracts and shall require their inclusion in all subcontracts for any tier.

Contract Identification Number (Company Required Clause) The Contractor agrees to refer to and apply the identifying number of this contract on all correspondence, communications, reports, vouchers, and all other data concerning contract, or delivered hereunder.

Submission of Correspondence (Company Required Clause) All correspondence relating to contractual aspects shall be directed to the attention of the Contracting Officer at the address listed on the face sheet of this contract.

Authorization and Consent (April 1984)

· The Government authorized and consents to all use and manufacture, in performing this contract or any subcontract at any tier, of any invention described in and covered by United States patent.

· Embodied in the structure or composition of any article the delivery of which is accepted by the government under this contact. Or-a.

Used in machinery, tools, or methods whose use are necessarily results from compliance by the Contractor or a subcontractor with:

1.

Specifications or written provisions forming a part of this contract. Or-

2.

Specific written instructions given by the Contracting Officer directing the manner of performance. The entire liability to the Government for infringement of a patent of the United States shall be determined solely by the provisions of the indemnity clause, if any, included in this contract or any subcontract hereunder (including any lower-tier subcontract), and the Government assumes liability for all other infringement to the extent of the authorization and consent herein above granted.

b.

The Contractor agrees to include, and require inclusion of, this clause, suitably modified to identify the parties, in all subcontracts at any tier for supplies or services, (including construction, architect-engineer services, and materials, supplies, models, samples, and design or testing services expected to exceed $25,000 (however, omission of this clause from any subcontract, under or over $25,000, does not affect this authorization and consent.

Disposition of Data and Copyrights (Company Required Clause)

· The terms “subject data”, “contract” and “contractor” as used herein are defined as follows:

a.

“Subject Data” includes writings, sound recordings, pictorial reproductions, drawings or other graphical representations and works of any similar nature (whether or not under copyright) which are specified to be delivered under this contract. The term does not include financial reports, cost analysis and similar information incidental to contract administration.

b.

“Contract” includes contract, subcontract, agreement, and sub-agreement.

c.

“Contractor” includes any party with whom the Government enters a contract.

Subject to the provision of paragraph d below, the government may duplicate, use and disclose in any manner and for any purpose whatsoever, and have others so do, all subject data delivered under this contract.

d.

The Contractor agrees to and does hereby grant to the government, and to its officers, agents, and employees acting within the scope of their duties, a royalty-free non-exclusive and irrevocable license throughout the world, to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to so do, all subject data now or hereafter covered by copyright; provided that, with respect to the subject data not originated in the work furnished under this contract that which is incorporated in the work furnished under this contract such license shall only be to the extent that the contractor, its employees or individual or concern employed or assigned by the contractor to originate and prepare such data under this contract, now has or prior to completion or final settlement of this contract, may acquire the right, or grant such license, without becoming liable to pay compensation to others solely because of such grant.

e.

The Contractor shall exert all reasonable effort to advise the Contracting Officer, at the time of delivery of the subject data furnished under this contract, of all portions of such data copied from work not composed or produced in the performance of this contract and licensed under this clause; provided that, if such subject data is included, evidence shall be submitted by the contractor of the copyright owner’s consent to the use of such subject data by the contractor. In the absence of such consent, the contractor agrees not to furnish such subject data.

f.

The Contractor shall report to the Contracting Officer promptly in reasonably written detail, each notice of claim of copyright infringement received by the contractor with respect to all subject data delivered under this contract.

g.

The contractor shall indemnify and save and hold harmless ResCare, its’ officers, agents and employees acting within the scope of their official duties against any liability, including costs and expenses:

(1).

For violation or proprietary rights, copyrights or right of privacy, arising out of the publication, translation, reproduction, delivery, performance, use, or disposition of any data furnished under this contract. Or -

(2) Based upon any libelous or other unlawful matter contained in such data.

h.

Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent.

i.

The Contractor shall not affix any restrictive markings upon any subject data, and if such markings are affixed, the government shall have the right at any time to modify, remove, obliterate, or ignore any such markings.

j.

The Contractor further agrees not to publish, have published or otherwise disseminate any information of whatever nature resulting from the work being performed under this contract except as may be approved by the Department’s Contracting Officer hereunder.

k.

The Contractor agrees that the Department’s Contracting Officer hereunder shall determine the disposition if the title to any rights under any copyright secured by the contractor or its employees on copyrightable materials developed under this contract.

l.

The Contractor agrees to preserve for a period of 36 months and, upon request of the Contracting Officer, make available to the government for use, all scientific and technical information, data and know-how of any nature, developed in performance of this contract and in connection with the Contractor’s activities on or related to this contract, regardless of whether such information, data and know-how was delivered and/or deliverable under the terms and provisions of this contract.

Disputes (April 1984)

· This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601-613) (The Act).

· Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause.

· “Claim” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a mater of right, the payment of money in a sum certain, the adjustment of 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 contractor 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 is not in dispute when submitted is not a claim under the Act. 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.

· A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

· For contractor claims exceeding $50,000, the Contractor shall submit with the claim certification that:

a.

The claim is made in good faith.

b.

Supporting data is accurate and complete to the best of the Contractor’s knowledge and belief. And c.

The amount requested accurately reflects the contract adjustment of which the Contractor believes the government is liable.

d.

If the Contractor is an individual, the certification shall be executed by that individual.

e.

If the Contractor is not an individual, the certification shall be executed by:

1.

A senior company official in charge at the Contractor’s plant or location involved. Or-

2.

An officer or general partner of the Contractor having overall responsibility for the conduct of the Contractor’s affairs.

· For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For contractor certified claims over $50,000, the Contracting Officer must, within 60 day, decide the claim or notify the Contractor of the date by which the decision will be made.

· The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in the Act.

· The Government shall pay interest on the amount found due and paid from:

a.

The date the Contracting Officer received the claim (properly certified, if required). Or b.

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 six month period as fixed by the Treasury Secretary during the pendency of the claim.

c.

The Contractor shall proved diligently with the 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.

Occupational Safety and Health Act (ResCare Clause)

(This Clause is Applicable to all Contracts Which Provide for Training of Students.)

In the performance of this contract, the Contractor agrees to provide all students, who legally are federal employees for occupational safety and health purposes, with safety and health protection which shall be at least as effective as that which is required under the Occupational Safety and Health Act of 1970 (29 U.S.C.) and 29 Code of Federal Regulations (CFR) Parts 1910, 1926 and 1960.

· All records pertaining to occupational injuries and illnesses of trainees shall be maintained in accordance with the provisions of 29 CFR 1960 and as specified by DOL Manual of Administration, Chapter 800 and National Office instruction.

· Contractor agrees to include the substance of this clause in all subcontracts, which provide for the training of students.

· Failure of the Contractor to comply with the provisions of this clause shall be grounds for termination of this contract or the invocation of the “Debarred, Suspended, and Ineligible Bidders” procedures of the Federal Procurement Regulations and the Department of Labor Procurement Regulations.