September 24, 1965, and shall post copies of the notice in conspicuous places avail able to employees and applicants for employment.

3.04 Program Manager will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

3.05 Program Manager will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the appropriate Government contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

3.06 In the event of Program Manager's noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be cancelled, terminated, or suspended in whole or in part as to Program Manager and Program Manager may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

3.07 Program Manager will include the provisions of paragraphs 3.01 through 3.07 of this Exhibit E in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Program Manager will take such action with respect to any subcontract or purchase order as the appropriate Government contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event Program Manager becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the appropriate Government contracting agency, Program Manager may request the United States to enter into such litigation to protect the interests of the United States.

Article 4, Officials Not to Benefit

No member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this Agreement or to any benefit that may arise therefrom, but this provision shall not be construed to extend to this Agreement if made with a corporation for its general benefit.

Article 5. Examination of Records

5.01 Program Manager agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three (3) years after final payment to the Government under paragraph 16.02 of this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Program Manager involving transactions related to this Agreement.

5.02 Program Manager further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor, involving transactions related to the subcontract. The term "subcontract" as used in this paragraph excludes (i) purchase orders not exceeding $2,500 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

T

5.03 Nothing in this Agreement shall be deemed to preclude audit by the General Accounting Office of any transaction under this Agreement.

Article 6. Disputes

6.01 Except as is otherwise provided in this Agreement, any dispute between Program Manager and the Government concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the appropriate contracting officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Program Manager. The decision of said contracting officer shall be final and conclusive unless within thirty (30) days from the date of receipt of such copy, Program Manager mails or otherwise

80-344-67-pt. 1-39

furnishes to said contracting officer a written appeal addressed to the Secretary. The decision of the Secretary or his duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith or not supported by substantial evidence. In connection with any appeal proceeding under this paragraph, Program Manager shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, Program Manager shall proceed diligently with the performance of the Agreement and in accordance with the contracting officer's decision.

6.02 This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph 6.01 of this Exhibit E, provided that nothing in this Agreement shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

6.03 The term "head of the agency" or "Secretary" as used herein means the Secretary, the Under Secretary, any Assistant Secretary, or any other head or assistant head of the executive or military department or other Federal agency: and the term "his duly authorized representative" means any person or persons or board (other than the appropriate contracting officer) authorized to act for the head of the agency or the Secretary.

Article 7. Contract Work Hours Standards Act

7.01 This Agreement to the extent that it is of a character specified in the Contract Work Hours Standards Act (40 U.S.C. 327-330), is subject to the provisions of this Article and to all other applicable provisions and exceptions of such Act and the regulations of the Secretary of Labor thereunder.

7.02 Neither the Program Manager nor any subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any laborer or mechanic in any workweek in which he is employed on such work to work in excess of eight (8) hours in any calendar day or in excess of forty (40) hours in such workweek on work subject to the provisions of the Contract Work Hours Standards Act unless such laborer or mechanic receives compensation at a rate not less than one and one-half (1) times his basic rate of pay for all such hours worked in excess of eight (8) hours in any calendar day or in excess of forty (40) hours in such workweek, whichever is the greater number of overtime hours.

7.03 In the event of any violation of the provisions of paragraph 7.02 of this Exhibit E, Program Manager and any subcontractor responsible therefor shall be liable to any affected employee for his unpaid wages. In addition, such Program Manager and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic employed in violation of the provisions of paragraph 7.02 of this Exhibit E, in the sum of Ten Dollars ($10.00) for each calendar day on which such employee was required or permitted to be employed on such work in excess of eight (8) hours or in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by paragraph 7.02.

7.04 To the extent applicable under this Agreement the appropriate contracting officer may withhold from the Government Prime Contractor, if any, from any moneys payable on account of work performed by the Program Manager or subcontractor, such sums as may be administratively determined to be necessary to satisfy any liabilities of such Program Manager or subcontractor for unpaid wages and liquidated damages as provided in the provisions of paragraph 7.03.

7.05 Program Manager shall insert paragraphs 7.02 through 7.05 of this Exhibit E in all subcontracts, and shall require their inclusion in all subcontracts of any tier.

7.06 The Program Manager shall maintain payroll records containing the information specified in 29 CFR 516.2(a). Such records shall be preserved for three (3) years from the completion of the Agreement.

Article 8. Walsh-Healey Public Contracts Act

If this Agreement is for the manufacture or furnishing of materials, supplies, articles, or equipment in an amount which exceeds or may exceed Ten Thousand Dollars ($10,000.00) and is otherwise subject to the Walsh-Healey Public Contracts Act, as amended (41 U.S. Code 35-45), there are hereby incorporated by

reference all representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representations and stipulations being subject to all applicable rulings and interpretations of the Secre tary of Labor which are now or may hereafter be in effect.

Article 9. Buy America

9.01 In acquiring End Products, the Buy America Act (41 U.S. Code 10 a-d) provides that the Government give preference to Domestic Source End Products. For the purpose of this paragraph:

A. "Components" means those articles, materials, and supplies which are directly incorporated in the end product.

B. "End Product" means those articles, materials, and supplies which are to be acquired under this Agreement for public use.

C. A "Domestic Source End Product" means (i) an unmanufactured End Product which has been mined or produced in the United States and (ii) and End Product manufactured in the United States if the cost of the components thereof which are mined, produced, or manufactured in the United States exceeds fifty per cent (50%) of the cost of all of its components. For the purposes of this 9.01 C(ii) of Exhibit E, components of foreign origin of the same type or kind as the products referred to in 9.02 B or C of this Exhibit E shall be treated as components mined, produced, or manufactured in the United States.

9.02 Program Manager agrees that there will be used under this Agreement (by the Program Manager, subcontractors, materialmen, and suppliers) only Domestic Source End Products, except End Products:

A. Which are for use outside the United States;

B. Which the Government determines are not mined, produced or manu factured in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality;

C. As to which the Commission determines the domestic preference to be inconsistent with the public interest; or

D. As to which the Commission determines the cost to the Government to be unreasonable.

Article 10. Renegotiation

If this Agreement is subject to the Renegotiation Act of 1951, as amended, the following provisions shall apply:

10.01 This Agreement is subject to the Renegotiation Act of 1951 (50 U.S.C. App. 1211, et seq.), as amended, and to any subsequent act of Congress providing for the renegotiation of Agreements. Nothing contained in this paragraph shall impose any renegotiation obligation with respect to this Agreement or any subcontract hereunder which is not imposed by an act of Congress heretofore or hereafter enacted. Subject to the foregoing, this Agreement shall be deemed to contain all the provisions required by section 104 of the Renegotiation Act of 1951, and by any such other act, without subsequent contract amendment specifically incorporating such provisions.

10.02 The Program Manager agrees to insert the provisions of this Article in all subcontracts, as that term is defined in section 103g. of the Renegotiation Act of 1951, as amended.

PROPOSED APPLICATION OF THE COLORADO SCHOOL OF MINES RESEARCH FOUNDATION, INC., FOR AN OIL SHALE LEASE ON PUBLIC DOMAIN LANDS OF THE UNITED STATES OF AMERICA

Serial No.

UNITED STATES DEPARTMENT OF THE INTERIOR, BUREAU OF LAND MANAGEMENT, COLORADO LAND OFFICE

APPLICATION FOR OIL SHALE LEASE

Pursuant to Section 21 of the act of Congress approved February 25, 1920 (41 Stat. 455; 30 U.S.C. 241), as amended, COLORADO SCHOOL OF MINES RESEARCH FOUNDATION, INCORPORATED (hereinafter called "Applicant") hereby makes application for an oil shale lease and states as follows:

1. Applicant is a corporation not for pecuniary profit organized and existing by virtue of the laws of the State of Colorado. A certified copy of Applicant's

articles of incorporation is attached hereto as Exhibit A. Applicant maintains an address at Golden, Colorado 80402.

2. Applicant is authorized by law to hold federal oil shale leases and interests therein.

3. The undersigned officer is authorized to act on behalf of Applicant in matters relating to federal oil shale leases and applications therefor. A certified copy of the corporate resolution which grants such authorization is attached hereto as Exhibit B.

4. As a not-for-profit Colorado corporation, Applicant has no capital stock and no stockholders. The sole beneficiary in the event of the dissolution of Applicant is the Colorado School of Mines, a Colorado corporation created pursuant to Colorado Rev. Stats. 124–9–1 (1963).

5. Applicant has no lease under the provisions of 43 C.F.R. 3171, nor any other application for lease thereunder pending; and Applicant does not hold interests in such leases or applications which, with the land applied for, will exceed 5,120 acres.

6. Applicant holds a lease dated April 29, 1964, issued under the act of Congress approved October 11, 1962 (Public Law 87-796; 76 Stat. 907), covering certain experimental, retorting and mining facilities near Rifle, Colorado, which are designated as "Anvil Points Facilities".

7. The legal description of the land which Applicant requests be included in the oil shale lease applied for is as follows:

(Upon issuance of federal oil shale leasing regulations, Applicant will select and identify the lands to be applied for in Applicant's final lease application.)

Note: Applicant believes that a large proportion of the oil shale reserves are contained in beds of deep, thick shale which are not amenable to mining and treatment by presently known methods: These deposits, for example, have too much overburden for conventional open pit mining except on the most enormous scale; are in beds too thick for conventional room-and-pillar mining; or lie too close to the surface to allow nuclear blasting.

8. Evidence of the mineral nature of the land applied for and of its value for its oil shale content is as follows:

(Upon issuance of federal oil shale leasing regulations, Applicant will submit appropriate evidence of the mineral nature of the lands applied for in Applicant's final lease application and evidence that such land is valuable for its oil shale content.)

9. Applicant is capable of, and has obtained extensive experience in the conduct of, research and development in the fields of mining, metallurgy, petroleum and materials handling generally and in the fields of oil shale mining and retorting particularly. Such capability and experience is evidenced by Applicant's activities in the following matters:

(a) Over the past 15 years Applicant has conducted extensive research in diverse fields of mining, metallurgy and petroleum.

(b) In accordance with its objectives under the above described Anvil Points Facilities lease of April 29, 1964, Applicant has contracted with Mobil Oil Company, Humble Oil & Refining Company, Continental Oil Company, Pan American Petroleum Corporation, Phillips Petroleum Company, and Sinclair Research, Inc. to sponsor and conduct research, development, test evaluation and demonstration work on oil shale and shale oil, utilizing the Anvil Points Facilities for such purposes. To present date approximately $6,000,000 has been expended in furtherance of such research. Data and technical information of substantial value to the development of a commer. cial oil shale industry has been developed.

(c) During each of the last four years Applicant, in association with the Colorado School of Mines and the American Institute of Mining and Metallurgical Engineers, has conducted an oil shale symposium to promote oil shale research, engineering and development and to provide a means for exchange of an increasing body of knowledge of this subject. Participants in these annual symposia have included hundreds of representatives of companies and organizations interested in oil shale development and in supporting and collateral enterprises.

(d) Applicant has conducted and is presently engaged in significant research in oil shale, nahcolite and dawsonite technology at Applicant's facilities in Golden, Colorado.

10. Applicant believes that the research and development work necessary for the initiation and continuance of an oil shale industry falls into three broad categories:

(a) General basic research on the extraction of shale oil from oil shale. This is the type of research heretofore and presently being conducted by the Bureau of Mines; by Applicant and its industrial sponsors at the Anvil Points Facilities and at its laboratories in Golden, Colorado; and by the research laboratories and pilot plants of oil, mining and chemical companies; (b) General basic research on mining and underground retorting and extraction methods, both on the relatively thin and shallow deposits now held by private owners and on the deep, thick deposits owned primarily by the United States of America;

(c) Specific research oriented to the discovery and solution of unique problems encountered in particular tracts of land. These include problems to be solved in the preparation of specific lands for the commercial development and those sure to be encountered during the course of such development. 11. Applicant further believes that an opportunity to participate should be made available to any responsible person or company, of whatever size or means, who has a sincere interest in the development of a commercial oil shale industry.

12. Applicant believes that it is an appropriate vehicle to accomplish the essential and desirable objectives stated in the two preceding paragraphs pursuant to the oil shale lease hereby applied for. In particular, Applicant proposes to institute the followng two-stage program of research and development if the lands applied for are leased to it :

(a) Stage I-Research

(1) Applicant, as such lessee, shall be the nucleus around which all interested persons and companies may form a consortium or joint venture to sponsor and participate in general and specific research experiments on the leased land. Under programs to be worked out in detail with the Secretary of Interior, Applicant will seek the broadest possible participation of large and small oil, chemical and mining companies and independent operators, equipment and explosive manufacturers, engineering and construction companies, and ordinary investors as well as larger financial and institutional investors. Any interested and qualified company or person may participate in Stage I Research whether or not such company later elects to participate in Stage II Development and Research.

(2) All research activities shall be conducted by Applicant or under its supervision, but the broadest possible involvement of the research talents of the participants shall be sought. As required, research activities on the leased lands will be supplemented by research at Applicant's Anvil Points Facilities and at its facilities in and near Golden, Colorado.

(3) Research will be conducted on open-pit and underground mining methods, surface and in situ retorting techniques, materials handling, equipment design and engineering, explosives improvement and blasting techniques.

(4) Research will also be conducted to develop and perfect methods to concurrently extract other minerals such as nahcolite and dawsonite deposits in the leased land. If the land applied for is subject to sodium prospecting applications, sodium leases or dawsonite claims, parties interested thereunder will be encouraged to participate with the sponsoring joint venturers in Stage I Research activities to perfect methods of multiple extraction of minerals for the respective benefit of all parties.

(3) The primary objectives of the methods to be refined and developed are to maximize the recovery of oil from the shale, to eliminate or solve waste disposal and air and stream pollution problems, and to leave the surface of the land in as good or better than its present condition. All information developed in the research program on the leased lands shall be freely available to the public.

(b) Stage II-Development and Research

(1) At such time as commercially feasible methods have been developed to produces shale oil and related minerals from the leased land. Applicant will, with the approval of the Secretary of Interior, withdraw from active participation in the joint venture and will assign Applicant's interest in the lease to such of the sponsoring joint ventures as shall be qualified to hold federal oil shale leases and who desire to undertake commercial development of the leased land. Other