SUBCONTRACT
BETWEEN
Xxx Houston State University
P. 0. Box 2027
Huntsville, TX 77341
AND
Innotek Corporation
0000 Xxxxx Xxxxxxxx
Xxxxxx & Xxxxxx Xxxxxxx
Xxxxxx Xxxx, XX 00000
SUBCONTRACT NUMBER: SHSU-5000-002
PRIME CONTRACT NUMBER: DAAA21-93-C-0046
EFFECTIVE DATE: Date Executed by Both Parties
SUBCONTRACT TYPE: Cost Reimbursement
SUBCONTRACT AMOUNT: $ 165,000
TERMS: Invoices payable within 30
days of receipt
SUBCONTRACT FOR: NDCEE Technology Development
SUBCONTRACT THROUGH: Concurrent Technologies
Corporation
Subcontract # 930500075
PRIORITY RATING: DOC9
SUBCONTRACT TECHNICAL CONTACT: Xx. Xxxx X. Xxxxxxxx
SUBCONTRACT ADMINISTRATOR: Xxxxx X. Xxxx, CPA
TABLE OF CONTENTS
SECTION DESCRIPTION
------- -----------
B Supplies/Services and Prices
C Description/Specification
D Packaging and Marking
E Inspection and Acceptance
F Deliveries or Performance
G Subcontract Administration Data
H Special Provisions
I General Provisions
J List of Documents and Other Attachments
Subcontract#: SHSU-5000-002
This Subcontract is entered into by and between Xxx Xxxxxxx State
University, having an office at Box 2027, Huntsville, TX 77341,
(hereinafter also called "Xxx Houston State University,"or the
"Contractor'), and Innotek Corporation (hereinafter also called
"Innotek" or the "Subcontractor").
WITNESSETH THAT:
Pursuant to Letter Subcontract awarded on June 25, 1993 and in
consideration of mutual promises, covenants, and agreements
herein set forth, the Parties agree that the Subcontractor shall
make every reasonable effort to perform all of the services set
forth in Attachment A, Statement of Work, for the consideration
stated in Section B below. The rights and obligations of the
Parties to this Subcontract shall be subject to and governed by
the Subcontract Schedule, the General Provisions (Attachment B)
and other documents or specifications attached hereto or
referenced herein.
This Subcontract supersedes any and all prior agreements of the
parties, whether written or oral, concerning the subject matter
hereof.
This Subcontract shall not be varied in its terms or conditions
by any oral agreement or representation, or otherwise than by an
instrument in writing of even or subsequent date thereto,
properly executed by both Subcontractor and SHSU.
The section titles used herein are for convenience only and shall
in no way be construed as part of this Subcontract as an
indication of the meaning of the particular section.
SECTION B - SUPPLIES/SERVICES AND PRICES
B-1 Scope
The Concurrent Technologies Corporation/SHSU Cost Proposal
Number, CHM-9326, and as modified during Prime Contract
negotiations, are incorporated by reference into this
Subcontract. The parties estimate that the costs to be incurred
by Subcontractor in performance of the project will be $165,000.
SHSU will not be required to reimburse, and Xxxxxxx shall not be
required to incur, any charges for performance in excess of the
above price, unless mutually agreed to in writing.
B-2 Level of Effort
The Subcontractor's obligation under this Subcontract is to
diligently pursue all required work within the scope of the
Statement of Work (Attachment A) and to provide all reports
required by the Article entitled "Reports" within the parameters
of the level of effort described herein.
B-3 Allotment of Funds and Payment
A. The amount presently available and allotted to this
Subcontract for payment of cost, subject to the "Limitation
of Funds" clause, reference (FAR 52.232-22) in the General
Provisions, the terms covered, and the period of performance
for which it is estimated that such allotted amount will
cover, are as follows:
Allotted to Cost Period of Performance
---------------- ---------------------
$ 165,000 May 24, 1993 through April 30, 1997
B. The Subcontractor shall notify the SHSU Subcontracts
Administrator (Section G-3) when allocated funds expenditure
equal 85% of total allocated funds.
B-4 Travel Costs
SHSU will reimburse the Subcontractor for the actual direct route
cost of airline jet coach, rail Pullman accommodations or ship's
passage. First class or business class accommodations are not
reimbursable. In no case will SHSU reimburse Subcontractor for
the use of a private airplane as a mode of travel.
Local mileage, per diem, lodging and miscellaneous expenses shall
be paid in accordance with FAR 31.205-46.
SECTION C - DESCRIPTION/SPECIFICATION
C-1 Statement of Work
The Subcontractor shall make its best effort to perform services
set forth in Attachment A: Statement of Work dated October 22,
1994. The Concurrent Technologies Corporation/SHSU Cost Proposal
and Technical Proposal Number CHM-9326, as modified during
subcontract negotiations, is hereby incorporated by reference
into this Subcontract.
C-2 Reports
A. The Subcontractor shall deliver the reports identified
below. The distribution is set forth in paragraph 8 below.
1. A Monthly Progress, Status, and Management Report shall
be provided by the first of each month covering the
prior month. The format and content shall be as
specified in the Statement of Work incorporated herein.
2. Monthly Financial Report is due with the invoice each
month and covering the preceding month. In general,
this report will provide a breakdown, by cost element,
of costs incurred for the reporting period, cumulative
costs, and estimated cost to complete. The specific
requirements for this financial report are identified
in Section G-5.
B. The Subcontractor shall distribute the reports set forth
above, to the individuals and in the quantities identified
below at the address set forth in Section D.
Deliver To Quantity
Xx. Xxxx X. Xxxxxxxx One (1) copy
Xxxxx X. Xxxx One (1) copy
SECTION D - PACKAGING/MARKING
Unless otherwise specified in the applicable Specifications)
and/or Statement of Work, packaging and packing of all items for
delivery shall be in accordance with good commercial practice and
adequate to reasonably assure safe arrival at destination.
The delivery point for all items to be delivered by Subcontractor
hereunder shall be F.O.B. destination and, unless the
Subcontractor is notified to the contrary, shall be marked for
delivery to SHSU addressed as follows:
Xxx Houston State University
P. 0. Box 2027
Contract and Grant Administration
Huntsville, TX 77341
Atn: Xxxxx X. Xxxx, Director
SECTION E - INSPECTION AND ACCEPTANCE
Notwithstanding any prior preliminary inspection and/or
acceptance, final inspection and acceptance of all supplies and
services shall be made at Xxx Houston State University. Final
acceptance of any supplies or services shall not be deemed a
waiver of any guarantee contained herein.
SECTION F - DELIVERIES OR PERFORMANCE
F-1 Period of Performance and Place
The period of performance for this Subcontract is May 24, 1993
through April 30, 1997. The place of performance, except as
specified in Attachment A (Statement of Work), is the
Subcontractor's facility located at 0000 Xxxxx Xxxxxxxx, Xxxxxx &
Xxxxxx Xxxxxxx, Xxxxxx Xxxx, XX 00000.
F-2 Delivery Date
The Subcontractor shall deliver the supplies and services
required to be delivered to SHSU in accordance with the following
delivery schedule:
Item Delivery Date
---- -------------
Monthly Progress, Status Due by the 1st of the
and Management Report following month
Monthly Financial Report As Specified in Section C-2
F-3 Notice of Delay
In addition to its obligations herein with respect to notice of
labor disputes, whenever any other actual or potential event is
delaying or threatening to delay delivery of the goods or
performance of the services under this Subcontract, Subcontractor
shall, as soon as possible, give notice thereof to SHSU's
Subcontracts Administrator set forth in G-3.
SECTION G - SUBCONTRACT ADMINISTRATION
G-1 SHSU Program Manager
The SHSU Program Manager for this Subcontract is Xx. Xxxx X.
Xxxxxxxx, Project Manager,(000)000-0000, who is the point of
contact for all technical matters under this Subcontract.
The Program Manager is authorized to issue technical directions
under the Subcontract on behalf of SHSU. This direction may
include instruction to the Subcontractor which provides details
or otherwise completes the general scope of the work set forth in
Section C. This direction may not constitute new assignments of
work or changes, modifications, or amendments of such a nature as
to justify an adjustment in the Subcontract, terms, conditions or
price.
G-2 Subcontractor Program Manager
The Subcontractor Program Manager for this Subcontract is Xx.
Xxxxxx X. Xxxxxx, who is the Subcontractor point of contact for
all technical matters under this Subcontract.
G-3 Contractual Notifications
All correspondence or notifications involving contractual or
financial matters under this Subcontract shall be addressed as
follows:
Xxx Houston State University Innotek Corporation
Contract and Grant Admin. 1300 Tower Building
P. 0. Box 2027 Fourth & Center Streets
Huntsville, TX 77341 Little Rock, AR 72201
Attn: Xxxxx X. Xxxx, CPA, Director Attn: Xxxxx X. Xxxxxxx
(000) 000-0000 FAX (000) 000-0000 President
G-4 Contracting Officers
Any change or modification to the statement of work, terms,
conditions, delivery dates, or price shall not be binding on
either party unless the appropriate contractual document has been
signed by a duly authorized representative of both parties. For
the purpose of this Subcontract, those duly authorized
representatives are:
Innotek Corporation
Xx. Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Xxx Houston State University
Xx. Xxxxxx X. Xxxxxxx
President
G-5 Submission of Invoices
A. Invoices hereunder shall be certified by a responsible
official of the Subcontractor's organization and shall be
submitted to the following address:
B. Invoices may be submitted on a monthly basis.
C. Each invoice submitted by the Subcontractor shall contain
the following information:
1. Subcontract number.
2. Period of performance for which the invoice is
submitted.
3. A breakdown of direct costs invoiced in a format
compatible with Subcontractor's standard invoicing procedures for
a subcontract of this type.
4. Cumulative amounts for costs invoiced through the
period for which the current invoice is rendered.
5. The following data are required to be attached to the
invoice.
a. Labor expenses (period, cumulative, remaining)
Hours
Dollars
b. Fringe Benefits
c. Indirect Cost
d. Travel (current, cumulative, remaining)
e. Other Direct Costs (ODCS)
f. Material/Supplies
g. Subcontracts
h. Equipment
D. The final invoice or voucher shall be clearly designated as
the "Completion Invoice" or "Completion Voucher" and shall
be supported by a Schedule of Cumulative amounts incurred
and billed to completion date.
E. All invoices shall contain the following Certification
signed by the Subcontract Administrator and Program Manager.
"I certify, to the best of my knowledge and belief, that the
billed costs are in accordance with the terms and conditions
of the referenced Subcontract, and that payment is due and
has not previously been received. All costs contained
herein are current, complete and accurate."
Signature: Title:
-------------------- ------------------------
Date:
--------------------
SECTION H - SPECIAL PROVISIONS
H-1 Facilities Capital Cost of Money
Facilities capital cost of money will be an allowable cost under
this subcontract, if the criteria for allowability in
subparagraph 31.205-1 0(a)(2) of the Federal Acquisition
Regulation are met. One of the allowability criteria requires
the prospective Subcontractor to propose facilities capital cost
of money in its offer.
H-2 Cost Accounting Standards
This Subcontract is not subject to the Cost Accounting Standards.
H-3 Pension Plan Funding (Reserved)
H-4 Termination
SHSU shall have the right to terminate this Subcontract or the
performance of any work authorized hereunder. If the termination
results from a Government action, SHSU will provide the
corresponding prior notice that SHSU receives from the
Government. Upon receipt of the notice to terminate, the
Subcontractor shall there upon immediately cease work to the
extent required. The Subcontractor shall take all reasonable
steps to minimize termination costs. Said termination will be
governed by FAR clause 52.249-5, incorporated by reference in the
general provisions.
H-5 Disputes
In the event of any controversy or claim arising out of or
relating to any provisions of this Subcontract or the breach
thereof, the parties shall try to settle those conflicts amicably
between themselves. Should they fail to agree, the matter in
dispute shall be settled through arbitrations conducted by a
party to which both the Contractor and Subcontractor mutually
agree. Such arbitration shall be held at a place and time
mutually agreeable to the Contractor and Subcontractor. The
decision through arbitration shall be final and binding. Either
party may enter any such award granted in arbitration in a court
having jurisdiction or may make application to such court for
jurisdictional acceptance of the award and on order of
enforcement as the case may be.
H-6 Indemnification
Subcontractor and its employees engaged in performance of work
under this Subcontract shall at all times be deemed to be
performing as independent contractors and not as agents or
employees of SHSU and the acts and omissions of such employees
shall be deemed to be those of Subcontractor.
To the extent authorized, Subcontractor shall indemnify and hold
harmless SHSU and its employees from and against any and all
losses, claims, demands, judgments, costs and expenses (excluding
consequential, incidental or special damages) resulting from the
acts or omission of Subcontractor or Subcontractor's employees
while acting within the scope of their employment.
To the extent authorized under State law, SHSU shall indemnify
and hold harmless Subcontractor and its employees from any and
against all losses, claims, demands, judgments, costs and
expenses (excluding consequential, incidental or special damages)
resulting from the acts or omission of SHSU or Innotek's
employees while acting within the scope of their employment.
H-7 Insurance Schedule
The Subcontractor shall maintain the types of insurance and
coverage listed below if work is to be performed at SHSU's
facility or the Government's property:
TYPE OF INSURANCE MINIMUM AMOUNT
----------------- --------------
(i) Workmen's Compensation and all As required by
occupational disease State law
(ii) Reserved
(iii) Reserved
(iv) Automobile Liability
(Comprehensive)
Bodily Injury per Person $100,000
Bodily Injury per Occurrence $300,000
H-8 Key Personnel
The Subcontractor agrees to obtain the approval of SHSU prior to
the assignment, reassignment, removal or relocation of key
personnel as proposed by the Subcontractor or as approved or
directed by the Government. The Program Manager shall be
considered one of the key personnel.
Both SHSU and the Subcontractor recognize that the services to be
performed are highly technical in nature and that the
reassignment or transfer of aforementioned personnel may result
in a significant deterioration in Subcontractor's level of
performance. Subcontractor agrees, therefore, to maintain the
designated personnel on a permanent basis as defined by
Subcontractor policy for the duration of the period of this
Subcontract.
Should substitution or replacement of key personnel be necessary,
the Subcontractor shall notify SHSU at least ten (10) working
days in advance and shall submit justification for the proposed
substitution in sufficient detail to permit evaluation of the
impact on the program and to evaluate the qualifications of the
proposed replacement. SHSU shall approve all substitutions of
key personnel.
H-9 Assignment
Neither the interest of either party to this Subcontract nor any
other right or obligation hereunder, may be assigned or
transferred to any third party, nor may any security interest
therein be created without the prior written consent of the other
party.
H-10 Order of Precedence
In the event of an inconsistency between the terms and conditions
of this Subcontract, the inconsistency shall be resolved by
giving precedence in the following order:
1. The Subcontract Schedule. (Section A through H including
Section C, Statement of Work and Attachment A thereto.)
2. The General Provisions. (Attachment 8)
3. All other terms and conditions of this Subcontract whether
incorporated by reference or otherwise.
H-11 Applicable Laws and Regulations
This Subcontract shall be governed by, interpreted, construed and
enforced in accordance with the law of U.S. Government contracts
as set forth by statute and applicable regulations and decisions
by the appropriate courts and the Board of Contract Appeals.
Suit under this Subcontract shall only be brought in a court of
competent jurisdiction.
H-12 Government Property
Government Property (GP) shall be acquired by and/or furnished to
the Subcontractor in performance of this Subcontract. The time
and place of delivery for any GP to be provided to the
Subcontractor shall be provided via separate correspondence. All
GP, whether acquired or furnished, shall be identified in
Attachment D entitled "Government Property" which is attached
hereto and incorporated herein.
The terms and conditions applicable to the GP acquired under this
Subcontract are contained in FAR 52.245-5 Alternate 1. The
Subcontractor accepts accountability for the GP under this
Subcontract. Any transfer of accountability will be performed by
a written Modification to this Subcontract.
The property shall be managed via the disclosure contained in the
Representations and Certifications (H-21) which are incorporated
into this Subcontract. The Subcontractor shall notify SHSU as
soon as practicable when any change to the executed
certifications occurs. All property will be kept in a protected
storage area to adequately prevent damage, destruction or loss.
AJI storage provisions shall be furnished at the expense of the
Subcontractor.
The Subcontractor shall perform physical inventories of all GP as
required by the applicable agency regulations. Such inventories
shall be forwarded to the SHSU Subcontracts Administrator seven
(7) calendar days prior to the date established by the agency or
department regulations.
Disposition of such property will be accomplished via a
Certificate of Destruction or Shipment on a DD 1149 form.
Shipping instructions must be formally requested with a lead time
of two (2) weeks.
H-13 Guarantee - Reserved
H-14 Resident Representatives and Visits by Government Personnel
Subcontractor agrees, upon request of SHSU, to allow authorized
representatives of SHSU and the Government, or their duly
authorized representatives, to visit Subcontractor's facility,
provided that a minimum of 5 working days notice is given to
Subcontractor. Subcontractor agrees that SHSU during such visits
shall be allowed to review progress and witness testing
pertaining to the requirements of this subcontract. SHSU agrees
to accept limited access as dictated by the security procedures
in place at Subcontractor's facility at the time of the visit.
Subcontractor agrees to make available to SHSU's representatives
technical and management reporting information, relating to work
being conducted under this Subcontract, as may be necessary for
the representatives to carry out their responsibilities.
Subcontractor further agrees to insert the substance of this
article, including this paragraph, in each lower lower tier
Subcontract hereunder.
H-15 Priority Rating
"This is a DOC-9 rated order certified for national defense use,
and you are required to follow all the provisions of the Defense
Priorities and Allocations System Regulation" (15 CFR 350).
H-16 Release of News Information
In the event the Subcontractor desires to issue a news release,
public announcement, advertisement, or other form of publicity
concerning their efforts in connection with this Subcontract, the
Subcontractor shall obtain the written approval of SHSU prior to
the release of said information and shall give full consideration
to the role and contribution of SHSU. Written approval shall not
be unreasonably withheld by SHSU and shall be in accordance with
the requirements of the Prime Contract.
H-17 Dissemination of Information - Reserved
H-18 Non-Waiver of Rights
The failure of SHSU or the Subcontractor to insist upon
strict performance of the terms and conditions of this
Subcontract to exercise any rights or remedies, shall not be
construed as a waiver of its rights to assert any of same
rights or to rely on any such terms or conditions at any
time thereafter.
H-19 Subcontracting Approval Requirements
The Subcontractor shall obtain approval from SHSU's Contract
Administrator (Section G-3) prior to purchasing any software or
any single item of equipment, regardless of dollar value.
H-20 Subcontractor Acquired Property
No Subcontractor acquired property, the cost of which the
Subcontractor is entitled to be reimbursed as a direct item of
cost, shall be acquired by the Subcontractor in the performance
of this Subcontract without specific written approval from SHSU's
Contract Administrator (Section G-3).
H-21 Certifications
All certifications and representations including the Small
Disadvantaged Business Concerns Subcontracting Plan, if
applicable, which the Subcontractor has submitted to SHSU in
connection with the award of this Subcontract are incorporated
herein and made a part hereof and such have been relied upon by
SHSU in issuing this Subcontract. Subcontractor agrees to
promptly advise SHSU should there be any change in status with
respect to the matters covered by such representations and
certifications.
H-22 Entire Agreement
This Subcontract is the entire agreement between the parties
hereto which supersedes any prior oral or written agreements,
commitments, understandings, or communication with respect to the
subject matter of this Subcontract.
SECTION I - GENERAL PROVISIONS
The General Provisions appended hereto as Attachment B are hereby
incorporated in this Subcontract by reference with the same force
and effect as if set forth in full text
SECTION J - LIST OF DOCUMENTS AND OTHER ATTACHMENTS
ATTACHMENT A Statement of Work
ATTACHMENT B General Provisions
ATTACHMENT C Monthly Progress, Status, and Management Report
WITNESS THEREOF, the parties hereto have caused this Subcontract
to be executed on the day, month, and year set forth below.
BY: /s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxxxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
TITLE: President TITLE: Chairman and Chief
Executive Officer
Date: 10/25/94 Date: 10/31/94
Attachment A
Statement of Work
Subcontract #: SHSU-5000-002
ATTACHMENT A: STATEMENT OF WORK
October 22, 1994
"Program for the Development and Demonstration of
the Nitrogen Removal (NitRem) Process"
References:
1) Technical/Management and Cost Proposals: CHM-9326 funded by
Concurrent Technologies Corporation to Xxx Houston State
University:CTC-P-93-058H.
2) Contract between Concurrent Technologies Corporation and Xxx
Xxxxxxx State University: Number 930500075
SUMMARY
This project was initiated by a public-private partnership
consisting of Xxx Xxxxxxx State University (SHSU), Battelle
Pacific Northwest Division (PNL), and Innotek Corporation, which
constitute the project working group.
The goal of the work in this project is to construct and operate
a NitRem pilot plant for the successful destruction of hazardous
munitions waste such as in the product of di-nitrotoluene (DNT)
production.
Details of the work to be performed by the subcontractor are
provided below in the Statement of Work (SOW). For this
contract, SOW will be the primary controlling document for scope
and schedule which is abstracted from the proposal referenced
above. If initial results from testing performed under the
contract indicate that a change in scope is warranted, a revised
SOW may be issued by SHSU as a contract modification. It should
also be noted that results from laboratory tests and engineering
design considerations may affect specific details on the
remaining phases. To the extent that modifications to the
studies do not change the cost or delay the schedule (i.e.,
changes not considered to be a scope change), these changes may
be coordinated between the contractor, the Army and the SHSU
Project Manager. Subsequent changes in the scope must have prior
approval of the SHSU Subcontracts Representative to be verified
formally by CTC and included in the regular Monthly Reports.
APPROACH FOR PROJECT BASE PERIOD
A concurrent multiple task approach taking the process from lab
scale to pilot plant scale is proposed. The initial tasks for
the working group encompassed laboratory scale experiments which
will have determined the kinetics of the NitRem process as
applied to waste streams containing nitrogenous aromatic
hydrocarbons. The NitRem chemistry is already known for other
wastes and the results of this study are anticipated to be
similar to results for these other wastes. The data from these
tasks are used to fine tune the design of the prototype dual-
shell tubular reactor system. The installation and operation of
the dual-shell tubular reactor is the main effort of the project.
In the final task of the total project's base period, the
transportable pilot plant will be located at the DOD designated
site: Xxxxxxx Army Ammunition Plant (XXXX).
STATEMENT OF WORK
We are proposing the detailed study of the NitRem technology, the
conversion of that study to the construction of a pilot plant,
and the successful operation of that pilot plant. This total
project will consist of distinct phases with specific tasks for
each phase. This Statement of Work addresses the middle phases
of the total project identified in the CTC-SHSU contract which
shall require the project team to work in conjunction with
Innotek-Xxxxxx Xxxxxxx in the work performed under Letter
Subcontract, in the development and preparation of the
engineering design package, and in the fabrication, testing and
installation if a five gallon per minute, pelletized NitRem unit
at the Xxxxxxx Army Ammunition Plant.
Phase 1. Project Working Group Organization
Task 1.1: Innotek Corporation shall assist in the initial short-
term project start-up. This consists of participation in the
Project Execution Meeting and subsequent working group
organization.
Task 1.2: Innotek Corporation shall execute a Teaming Agreement
with an engineering contracting firm with significant background
in hydrothermal reactor fabrication. Previous discussions
indicate that Xxxxxxx and Xxxxxx Xxxxxxx have agreements in
place.
Task 1.3: Innotek Corporation will assist representatives from
Xxx Xxxxxxx State University and Battelle Pacific Northwest
Laboratories is identifying and securing appropriate Sponsor(s)
and a Stakeholder for the NitRem demonstration project.
Task 1.4: Equipment and instrumentation provided by Innotek
Corporation under separate research and development agreements
shall be made available to the project working group for
preliminary studies of simulants, and nitrogenous aromatic waste
streams.
Phase 2. Design of a Palletized NitRem Unit
Task 2.1: Innotek and its selected engineering design team will
perform process review based upon data collected from Phase I
testing. Concept design will be developed based upon original
process design as described in patent documentation, with
periodic direction from PNL and the Army. Necessary changes as
may be suggested by process review and results of Phase I testing
as well as changes in fabrication opportunities. A list of
fabricators (including Watervliet Arsenal and high-temp, high-
pressure fabrication firms) will be compiled and investigated for
qualifications and experience. When concept is satisfactory,
engineering design computations, and final design work will
proceed.
Engineering will be performed to produce design, construction and
operation documents based on the NitRem processing concept. The
following engineering products will be delivered.
Process Flow Diagrams (PFD) - depicting all material balance
streams and unit processes. All streams will be labeled and
keyed to the material balance. All equipment will be numbered
and labeled.
Sized Equipment Summary Sheets - all process equipment items
shown on the PFDs will be listed, The equipment will be
sufficiently sized, characterized and commented upon so that a
cost estimate can be obtained by experienced cost engineers using
standard estimating methods. Summary sheets will be prepared by
equipment type.
Process Description - the operating sequence, including start-
up and shutdown procedures, will be described by those engineers
who developed the concept. The function of each processing unit
will be explained and related to the other units. Operating
labor functions and requirements will be included.
Equipment Layout - relative positions of the system's
processing units will be determined on the basis of operating,
maintenance and environmental requirements, as well as general
compatibility with typical equipment arrangements used.
Environmental Issues Evaluation - issues surrounding operation,
permits, environmental impact and other considerations, including
use of this technology advantageously in a strategy to meet
environmental requirements, will be investigated and reported.
Operating Requirements - Tabulations of the materials,
utilities and labor requirements to operate this technology will
be prepared.
Final pilot plant design and definitive estimate will be
submitted to Xxx Xxxxxxx State and therefore to the Army for
final process review, constructability review and operational
review. The review package will include the engineering drawings
and specifications as well as a hard dollar bid for procurement,
fabrication, construction and delivery of a pelletized unit.
Army approval to proceed with fabrication is required.
Phases 3.0 and 4.0 are follow-on phases which are yet to be
approved for funding under this contract.
Phase 3.0 Fabrication and Testing of the Palletized Unit
Task 3.1: Upon approval from the Army to proceed, Innotek will
issue an order to begin fabrication and construction of the
NitRem pilot plant. The contractor shall fabricate, assemble and
test the system prototype. The contractor shall submit a report
listing all equipment and detailing the results of the debugging
testing to the Government for review and comment. The Government
must accept the equipment prior to contractor acceptance.
satisfactory, engineering design computations, and final design
work will proceed.
Task 3.2: The contractor shall provide design documentation,
drawings, and equipment specifications for the necessary "tie
lines" and auxiliary requirements (power, water, etc.) at the DOD
facility, XXXX.
Task 3.3: The contractor shall prearrange for any site
modifications to the existing Water Dry House at XXXX with
sufficient lead time for scheduled unit installation.
Task 3.4: The contractor will assist in a health/safety and
environmental impact review by the XXXX safety committee.
Phase 4.0 Installation and Testing of the NitRem Palletized Unit
Task 4.1: Innotek Corporation and the engineering contractor will
coordinate with Hercules Corporation, the operating company at
XXXX to arrange for the installation of the pelletized unit in
the selected Water Dry House.
Task 4.2: The palletized unit will be installed and tested to
meet the Army's specifications. A final test report will be
submitted detailing operational requirements and performance
parameters. Subsequent operation of the unit will require
approval of XXXX and the Army.
MONTHLY REPORTS
By the 1st day of each month, the contractor is to submit to SHSU
a brief report summarizing technical progress achieved in the
previous month and describing expected progress in the current
month. The monthly reports may be foxed to the project manager
at SHSU and followed up with a written report. The monthly
reports must include the following sections: Objective, Progress
During the Month Reported, Major Problems and Action Taken, Work
Planned for Subsequent Months, Schedule Variance Explanation, and
Financial. The Financial Section is to include spending for the
reported month and total accumulated spending under the contract.
It is expected that the monthly reports will be 1 to 2 pages in
length. This requirement assists SHSU in maintaining accurate
communication with its prime CTC.
TENTATIVE SCHEDULE FOR MAJOR MILESTONES
June 1993 Project Team Organization under Letter
Subcontract
December 1993 Sponsor and Stakeholder Identified
May 1994 Engineering Contractor Identified
November 1994 Design and Definitive Bid Delivered
December 1994 Order Placed for Procurement of NitRem Unit
April 1996 Installation Complete
COST AND SCHEDULE
It is expected that Task 1 commenced in July, 1993, and were
completed over a 12 month period at a cost of approximately
$65,000. Task 2 will commence in July, 1994, and be completed at
a cost of $100,000. The initial stages of Task 3 and 4 are yet
to be budgeted subject to contractors definitive bid and the
approval of the Army.
Attachment B
General Provisions
SECTION I - GENERAL PROVISIONS
The following clauses set forth in the Federal Acquisition
Regulation (FAR), as amended and modified below, are applicable
to this Subcontract. Without limiting the subcontract
provisions, the FAR clauses are incorporated by reference into
this Subcontract with the same force and effect as though set
forth in full text. The complete text of any clause referenced
may be obtained from the Buyer. The dates of the FAR clauses
incorporated by reference are the same as the corresponding
responding clause in the prime contract or higher tier
subcontract. The following definitions shall apply to this
Subcontract except as otherwise specifically provided:
"BUYER" - Means legal entity issuing this Order/Subcontract
"SHSU" - Means Buyer or Contractor
"CONTRACTING OFFICER" - Means Buyees authorized representative
who signed this Order/Subcontract or is identified elsewhere in
this Order/Subcontract and will mean Contracting Officer,
whenever appropriate, where indicated elsewhere in these terms
and conditions
"CONTRACTOR" - Means Seller
"SELLER" - Means legal entity which contracts with the Buyer or
Subcontractor
"CONTRACT" or "SCHEDULE" - Means this Order/Subcontract
"SUBCONTRACTOR" - Means Seller
"GOVERNMENT" - Means Buyer and will mean Government, whenever
appropriate, where indicated elsewhere in these terms and
conditions
SECTION 1-1 - FAR CLAUSES APPLICABLE TO ALL ORDERS/SUBCONTRACTS
52.202-1 DEFINITIONS.
52.203-5 COVENANT AGAINST CONTINGENT FEES
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT.
52.203-7 ANTI-KICKBACK PROCEDURES.
52.210-5 NEW MATERIAL.
52.210-7 USED OR RECONDITIONED MATERIAL, RESIDUAL INVENTORY AND
FORMER GOVERNMENT SURPLUS PROPERTY.
52.212-8 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS
52.212-13 STOP WORK ORDER. The title"Termination for Convenience
of the Government" in paragraph (a) (2) means
"Termination" and the words "for the convenience of the
Government in paragraph (c) are replaced by "in
accordance with the Termination clause."
52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES.
52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY
DATA.
52.224-2 PRIVACY ACT.
52.225-3 BUY AMERICAN ACT - SUPPLIES.
52.225-11 RESTRICTION ON CERTAIN FOREIGN PURCHASES.
52.228-7 INSURANCE - LIABILITY TO THIRD PERSONS (ALTERNATE 11)
52.233-3 PROTEST AFTER AWARD (ALTERNATE 1)
52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND
VEGETATION.
52.242-1 NOTICE OF INTENT TO DISALLOW COSTS
52.245-18 SPECIAL TEST EQUIPMENT. "Government" means Government
and "Contracting Officer means Contracting Officer in
paragraphs (b) and (d) and in the terms "Government-
owned" and "Government property." Insert "Government-
owned" before "special test equipment" in the first
sentence of paragraph (c).
52.247-63 PREFERENCE FOR U. S. - FLAG AIR CARRIERS.
52.249-14 EXCUSABLE DELAYS. "Government" means Government in
example (2) in paragraph (a).
FAR CLAUSES APPLICABLE TO ORDERS/SUBCONTRACTS EXCEEDING $2.500
52.212-8 PRIORITIES, ALLOCATIONS, AND ALLOTMENTS.
52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME
COMPENSATION. Paragraphs (a) through (d) only.
52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS.
FAR CLAUSES APPLICABLE TO ORDERS/SUBCONTRACTS EXCEEDING $10,000
52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL.
52.219-8 UTILIZATION OF SMALL BUSINESS AND SMALL DISADVANTAGED
BUSINESS CONCERNS.
52.222-20 XXXXX-XXXXXX PUBLIC CONTRACTS ACT.
52.222-26 EQUAL OPPORTUNITY. Only subparagraphs (b) (1) through
(b) (11): "Contracting Officer" means Contracting
Officer and "Government" does not mean Buyer.
52.222-35 AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS
OF THE VIETNAM ERA "Contracting Officer means
Contracting Officer of the prime contract under which
this Order was issued and "Government" does not mean
Buyer.
Subcontract#: SHSU-5000-002
52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND
VETERANS OF THE VIETNAM ERA.
FAR CLAUSES APPLICABLE TO ORDERS/SUBCONTRACTS EXCEEDING $25,000
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN
SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR
PROPOSED FOR DEBARMENT.
52.215-2 AUDIT-NEGOTIATION. "Contracting Officer" means
Contracting Officer and Government does not mean Buyer.
52.219-13 UTILIZATION OF WOMEN-OWNED BUSINESS CONCERNS.
52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS.
"Government" means Government, not Buyer.
52.227-1 AUTHORIZATION AND CONSENT. This clause applied as it
appears in the FAR without incorporation of the
definitions in Section 1. Insert "through the Buyer
after "Contracting Officer in subparagraph (a) (2)
(II).
52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT. "Government" means Government or Buyer.
52.244 5 COMPETITION IN SUBCONTRACTING.
52.246-25 LIMITATION OF LIABILITY - SERVICES.
FAR CLAUSES APPLICABLE TO ORDERS/SUBCONTRACTS EXCEEDING $100,000
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS
52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. If
Buyer is subjected to any liability as the result of
Sellees or its lower-tier subcontractors submission and
certification of defective cost or pricing data as set
forth in subparagraphs (a) (1) or (2) of this clause,
or their furnishing of data of any description that Is
Inaccurate as set forth in subparagraph (a) (3) of this
clause, then Seller agrees to indemnify and hold Buyer
harmless to the full extent of any loss, damage or
expense (excluding profit) resulting from such failure.
52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. If
Buyer is subjected to any liability as the result of
Sellees or its lower-tier subcontractors' submission
and certification for defective cost or pricing data as
set forth in subparagraphs (a) (1) or (2) of this
clause, or their furnishing of data of any description
that is inaccurate as set forth in subparagraphs (a)
(3) of this clause, then Seller agrees to Indemnify and
hold Buyer harmless to the full extent of any loss,
damage or expense (excluding profit) resulting from
such failure.
52.215-24 SUBCONTRACTOR COST OR PRICING DATA.
52.215-25 SUBCONTRACTOR COST OR PRICING DATA-MODIFICATIONS.
52.223-2 CLEAN AIR AND WATER.
FAR CLAUSES APPLICABLE TO ORDERS/SUBCONTRACTS EXCEEDING $500.000
52.219-9 SUBCONTRACTING PLAN FOR SMALL BUSINESS AND SMALL
DISADVANTAGED BUSINESS CONCERNS.
52.220-4 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM.
SECTION 1-3 - FAR CLAUSES APPLICABLE TO COST REIMBURSEMENT, TIME
AND MATERIAL, AND LABOR HOUR SUBCONTRACTS
52.216-7 ALLOWABLE COST AND PAYMENT. The words "Subpart 31.2"
is deleted from paragraph (a) and "Subpart 31.3" is
included in paragraph (1) in lieu of "Subpart 31.2".
52.227-11 PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT
FORM).
52.232-22 LIMITATION OF FUNDS.
52.243-2 CHANGES - COST REIMBURSEMENT.
52.244-2 SUBCONTRACTS (COST REIMBURSEMENT AND LETTER CONTRACTS).
52.245-5 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME AND
MATERIAL, OR LABOR HOUR CONTRACTS) ALTERNATE 1. The
terms "Government Property" and "Government-furnished
Property" are not modified. "Contracting Officer"
means Contracting Officer in paragraphs (d) and (g)
(6). "Contracting Officer" means Contracting Officer
or Buyees Purchasing Representative in paragraphs (g)
(9). "Government" means Government and "Contracting
Officer" means Contracting Officer in paragraph (e)
(3); "Government" means Government or Buyer and "its"
means "their" in paragraph (f). "Governments" means
Governments and Buyees except in the terms Government's
expense and "Government" means Government and Buyer in
paragraphs (g)(9), (j) and (j); and in the fourth
sentence of paragraph (h). "Government means
Government or Buyer in paragraph (i). Paragraphs (g)
(1), (g) (2), and (g) (3) are replaced by the
following: "The Seller assumes the risk of, and shall
be responsible for, any loss or destruction of, or
damage to, Government property upon its delivery to
Buyer or upon passage of title to the Government under
paragraph (c) of this clause. However, the Seller is
not responsible for reasonable wear and tear to
Government property or for Government property properly
consumed in performing this contract."
52.246-3 INSPECTION OF SUPPLIES (COST REIMBURSEMENT).
52.246-5 INSPECTION OF SERVICES (COST REIMBURSEMENT).
52.246-8 INSPECTION OF RESEARCH AND DEVELOPMENT - COST
REIMBURSEMENT. "Government" means Government and Buyer
in paragraphs (e), (f), (g), (h), (b), and (c), and
"Government" means Government or Buyer in paragraph
(d). The provisions in the clause for access, rights
to inspect, safety prevention, and relief from
liability apply equally to Buyer and the Government.
52.249-6 TERMINATION (Cost-Reimbursement).
Enclosure I to General Provisions
The following DOD Federal Acquisition Regulation (FAR) Supplement
clauses are incorporated by reference into this Subcontract.
These DOD FAR clauses are applicable when required:
252.203-7001 Special Prohibition of Employment (DEC 1991)
252.204-7000 Disclosure of Information (DEC 1991)
252.209-7000 Acquisition From Subcontractors Subject to On-Site
Inspection Under the Intermediate-Range Nuclear
Forees (INF) Treaty (DEC 1991)
252.210-7003 Acquisition Streaming (DEC 1991)
252.211-7011 Audit of Contract Modifications - Commercial Items
(MAY 1991)
252.215-7000 Pricing Adjustments (DEC 1991)
252.222-7000 Restrictions on Employment of Personnel (DEC 1991)
252.225-7026 Reporting of Overseas Subcontracts (DEC 1991)
252.227-7013 Rights in Technical Data and Computer Software
(OCT 1988)
252.227-7018 Restrictive Markings on Technical Data (OCT 1988)
252.227-7019 Identification of Restricted Rights Computer
Software (APR 1988)
252.227-7029 Identification of Technical Data (APR 1988)
252.227-7030 Technical Data - Withholding of Payment (OCT 1988)
252.227-7034 Patents - Subcontracts (APR 1984)
252.227-7037 Validation of Restrictive Markings on Technical
Data (APR 1988)
252.231-7000 Supplemental Cost Principles (DEC 1991)
252.233-7000 Certification of Requests for Adjustment or Relief
exceeding $100,000 (DEC 1991)
Attachment C
Monthly Progress, Status and Management Report
PROGRESS, STATUS, AND MANAGEMENT REPORT
The subcontractor's Progress, Status & Management Report shall
indicate the progress of work, the status of the program and of
the assigned tasks. In addition, it shall report costs and
inform CTC of any existing or potential problem areas. As a
minimum, each section described herewith will require at least
one sentence of description or a notation of no change.
The report shall include a front cover sheet which includes the
subcontractor's name and address, the assigned CTC charge
numbers, the date of the report, the period covered by the report
and the title of the report.
The following sections shall be incorporated into the report:
1.0 Progress Made Against Milestones During the Reporting Period
In this section describe the milestones by task that are due
during the current report period. Report on the status of
the milestone, indicating whether it is complete or delayed.
If it is delayed, a detailed explanation for the delay is
required.
2.0 Status of Previously Identified Problem Areas
An update on the status or resolution of problem areas
identified in previous reports shall be included in this
section. Report on whether the problem has or has not been
resolved. If the problem has been resolved, a description
of the solution is required. If the problem has not been
resolved, explain why.
3.0 Changes to Organization, Method of Operations, Project
Management Network or Milestones
Any significant changes to organization, method of
operations, project management network or milestones must be
reported in this section.
4.0 Problems Areas Effecting Technical Progress or Schedule
Any problem areas effecting technical progress or schedule
of a task shall be identified in this section. A
description of the background of the problem and
recommendations for solutions must be reported.
5.0 Problem Areas Effecting Cost
Any problem areas effecting cost shall be identified in this
section. A description of the background of the problem and
recommendations for solutions must be reported.
6.0 Cost Curve Showing Actual and Projected Expenditures for
Period of Performance
Prepare a line graph which compares actual and projected
cost expenditures for the entire period of performance. See
Attachment A. On this cost profile, plot the actual costs
incurred to date versus projected expenditures. If the
actual costs are greater than the planned, and it is
anticipated that there may be a cost overrun. identify the
reason. the amount of overrun and plans to resolve and bring
into budget as soon as possible. An explanation of
discrepancy of actual versus planned is required.
7.0 Man-hour Curve Showing Actual and Projected Expenditures for
Period of Performance
Prepare a line graph which compares actual and projected
man-hour expenditures for the entire period of performance.
See Attachment B. Plot actual versus projected hours.
Include a brief description of discrepancies, if any.
8.0 Travel Accomplished with Brief Discussions or Results
This section shall report by task the dates, location,
employees who traveled and purpose of the travel completed
during the period. It shall also contain a brief discussion
detailing the results of the travel.
9.0 Plans for Activity During Next Two Months
This section shall describe all plans for activities by task
for the following two months. Items to be reported include
travel, meetings, conferences, milestones, deliverables due
and any miscellaneous activities significant to the progress
of work.
10.0 Cost Report Schedule
This section will report costs by task broken down by direct
labor, travel, other direct costs, material, subcontractors
and equipment. All of these costs are to be reported fully
burdened with overhead and G&A. See Attachment C.
