Draft_Contract_SUAS.pdf

INL FORM

PROC-1811

08/30/2010 Page 1

Subcontract Administrator: Kort Bowman Telephone: (208) 526-0154 Ceiling Price: $ Ship via: N/A F.O.B./Trans.: N/A Cash Terms:

Ship To: N/A Billing: Accounts Payable, Send invoice in .pdf format to acctpay@inl.gov, ACH and W-9 to Vendorinfo@inl.gov; or Mail to: P.O. Box 1625, Idaho Falls, ID 83415-3117 Attn: Contract No.

00____

Signed:

Michelle Wiest Date

Title: Manager, Procurement Services

Signed:

Title:

(Subcontractor’s Official)

Date

(INL Use Only) Return one signed copy of this Contract No. 00____ to Kort Bowman

TIME & MATERIALS CONTRACT NO. 14-0001

BATTELLE ENERGY ALLIANCE, LLC (BEA)

2525 Fremont Avenue, P. O. Box 1625, Idaho Falls, ID 83415

OPERATING UNDER U.S. GOVERNMENT CONTRACT NO. DE-AC07-05ID14517

To:

Effective Date:

To: Completion Date:

Battelle Energy Alliance (BEA) is the Management and Operating contractor for the Department of Energy’s Idaho National Laboratory (INL). For this Contract BEA will function as the Contracting Office and Offerors to this contract will be referred to as Subcontractors.

1. STATEMENT OF WORK

1.1. Subcontractor shall furnish the following services, in accordance with the requirements, terms and conditions specified or referenced in this Contract and Statement of Objectives No. SOW- 11049, entitled, "Common Data Link for Small Unmanned Aircraft Systems" dated November 8, 2013.

1.2. This is a fixed-rate, ceiling-priced, Time-and-Materials Contract for the period of ____ through

2. RESOURCES

2.1. The Subcontractor shall provide all resources, e.g., materials, labor, equipment, facilities, necessary to fulfill the requirements of this Contract, except as otherwise specified.

3. APPLICABLE DOCUMENTS The following documents are incorporated into, and become a part of, this Contract:

3.1. Statement of Objectives No. (SOW-11049, Rev. 0), entitled, "Common Data Link for Small Unmanned Aircraft Systems," dated November 8, 2013.

3.2. Technical and Functional Requirements No. 861, entitled, “Common Data Link for Small Unmanned Aircraft Systems” (TFR-861, Rev. 0), dated September 23, 2013

3.3. Form 431.13, "Vendor Data Transmittal and Disposition Form."

3.4. Form 431.14, "Vendor Data Schedule," Rev. 0, dated September 27, 2013 (Attached as Appendix C within the Statement of Work).

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3.5. Form 540.33, "Change Request."

4. TERMS AND CONDITIONS

4.1. General Provisions: The following document is incorporated by reference and hereby forms a part of this action: Form PROC-203, BEA General Provisions for Non-Commercial Items/Services Fixed Price/Fixed Rate, dated December 2012. Note: BEA's General Provisions are available at the following Internet address:

https://inlportal.inl.gov/portal/server.pt/community/procurement/346/documents_and_fo rms.

4.2. Subcontractor Requirements Manual: The Subcontractor and all lower-tiers shall perform work in accordance with the Subcontractor Requirements Manual (SRM) to the extent specified in Section 3, APPLICABLE DOCUMENTS. The Subcontract Administrator shall notify the Subcontractor of changes to the SRM. The Subcontractor shall notify the Subcontract Administrator within 15 days of the notification if any material impact on cost or schedule results from the SRM change. The notice shall include an assessment of the cost or schedule impact associated with the SRM change. The Subcontract Administrator shall provide direction to proceed or not proceed with the SRM change. If direction is provided to proceed, the Subcontractor must proceed with the execution of the work as modified by the SRM change and a request for equitable adjustment may be submitted by the Subcontractor consistent with the Changes clause of the General Provisions.

4.3. Certification of Eligibility: Subcontractor, by entering into this Contract, certifies that it is not debarred, or proposed for debarment, by the Federal Government. Disclosure that Subcontractor was debarred, suspended, or proposed for debarment, by the Federal Government on or before the effective date of this Contract shall constitute an additional basis for termination under the Default Article of the General Provisions.

4.4. IRS Forms: Pursuant to U.S. tax law, BEA is required to report certain payments to the Internal Revenue Service (IRS). The Subcontractor agrees to furnish a completed IRS Form W-9, (for U.S. persons), W-8 (for non-U.S. persons) or other applicable IRS form to BEA prior to any request for payment. Forms can be accessed at http://www.irs.gov/app/picklist/list/formsInstructions.html. (W-9 form can be accessed at:

http://www.irs.gov/pub/irs-pdf/fw9.pdf?portlet=3) Forms may be submitted electronically to:

Vendorinfo@inl.gov or faxed to (208) 526-8240.

4.5. Sales Tax: Subcontractor's price shall include Idaho sales tax for materials specified under this Contract, if any.

4.6. Tax Reporting: In addition to the Federal, State and Local Tax requirements, contained in the applicable General Provisions, the Subcontractor is reminded of its obligation to comply with tax reporting requirements, including the reporting of assets that may be subject to any personal property or transient personal property tax. Subcontractor should be aware that the geographical boundaries of the INL encompass multiple counties. A map of counties within the INL boundaries is available at https://inlportal.inl.gov/portal/server.pt/community/procurement/346/documents_and_forms.

4.7. Responsibility of Subcontractor: Subcontractor shall be responsible for the professional quality and technical accuracy of services provided under this Contract. Subcontractor shall perform all rework required due to errors and/or omissions by Subcontractor's personnel at no charge to INL. Neither INL's review, approval, or acceptance of, nor payment for, the services required under this Contract shall be construed to operate as a waiver of any rights under this

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Contract or of any cause of action arising out of the performance of this Contract, and Subcontractor shall be and remain liable to BEA in accordance with applicable law for all reperformance of services caused by Subcontractor's own negligent performance of any of the services furnished under this Contract or any errors, omissions, or deficiencies. The rights and remedies of BEA provided for under this Contract are in addition to any other rights and remedies provided by law. If Subcontractor is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder. This paragraph takes precedence over all other clauses, provisions or articles in this Contract or applicable General Provisions.

4.8. Subcontractor Personnel: In carrying out the work under this Contract, Subcontractor is an independent contractor and Subcontractor's personnel shall not be deemed BEA employees.

The Subcontractor has a responsibility to convey this fact to its personnel performing work at INL facilities. As such, all personnel issues involving Subcontractor employees, such as discipline, request for pay raises, and other related matters, shall be appropriately resolved by the Subcontractor. Subcontractor shall pay all salaries, wages, benefits, payroll, and other taxes to or on account of all Subcontractor personnel arising out of or resulting from services performed pursuant to this Contract, and BEA shall not be liable for the payment of such salaries, wages, benefits, payroll and other taxes to or on account of any such personnel.

4.9. Supplier Performance Evaluation (SPES): BEA evaluates Subcontractor performance in accordance with the SPES. The Subcontractor shall be formally evaluated no less than quarterly as applicable, and upon completion of the work. A minimum score of 80 points out of 100 is required to maintain approved status.

4.10. Controlled Unclassified Information: Information related to this Contract shall not be accessible by any foreign national, i.e., non-U. S. Citizen, including employees. Subcontractor must ensure against access to information related to this Contract by any foreign national.

4.11. Technical Changes: Technical changes to the Contract are authorized only upon receipt and acceptance of Form 540.33, Change Request or Contract Amendment.

4.12. Lower-tier Subcontractors: Subcontractor shall not subcontract performance of any portion of the work being performed at INL without the advanced written approval of INL, (excluding material deliveries). Lower-tier subcontracts and purchase orders must include provisions to secure all rights and remedies of BEA and the Government provided under this Contract, and must impose upon the lower-tier subcontractor all of the general duties and obligations required to fulfill this Contract. Subcontractor is responsible for the performance and oversight of all lower-tier subcontractors.

5. ORDER OF PRECEDENCE

5.1. In the event of any inconsistency between provisions of this Contract, the inconsistency shall be resolved by giving precedence as follows:

5.1.1. Contract Change documents, if any

5.1.2. Contract

5.1.3. Statement of Work

5.1.4. Technical and Functional Requirements

5.1.5. General Provisions

5.1.6. Other provisions of this Contract, whether incorporated by reference or otherwise.

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5.2. Subcontractor shall notify BEA prior to performing work based on resolution of an inconsistency by the order of precedence set forth herein.

6. PRICE

6.1. The ceiling price of this Contract is $________.

6.2. Limitation of Funding: Maximum funding of $_______ is currently available for this Contract from the date of award through ______. Subcontractor shall not exceed this maximum funding limitation. BEA’s obligation for performance of this Contract beyond $______ is contingent upon the availability of appropriated funds. No liability on the part of BEA for any payment may arise for performance under this Contract beyond $______.

6.3. BEA shall not be obligated to pay the Subcontractor any amount in excess of the ceiling price established in the Contract, and the Subcontractor shall not be obligated to continue performance if it would exceed the price ceiling, unless and until, BEA notifies the Subcontractor, in writing, that such price ceiling has been increased. Such notice shall include a revised price ceiling, which shall thereupon constitute the price ceiling for performance under the Contract.

6.4. Labor: The ceiling price for labor is $______.

6.4.1. The Subcontractor shall be paid at the fixed hourly labor rates established herein for services rendered in performing the scope of work. The hourly labor rates are fully burdened, i.e., they include all elements of direct cost, indirect cost, and profit. In the event that labor is required to complete the work scope in excess of the labor ceiling, such additional labor, if prior approved by BEA, will be paid less profit (__%) of the hourly rates listed below. BEA’s prior approval of labor categories and hourly rates is required prior to assigning additional personnel to the schedule below. The Subcontractor shall maintain suitable records showing time actually expended by employees by name and applicable labor category; these records must be furnished to BEA, upon BEA's request.

Labor Category Rate

6.5. Materials: The ceiling amount for materials is $______.

6.5.1. Any increase in the ceiling amount for materials must have BEA's concurrence, evidenced by written Modification to this Contract, in advance of the Subcontractor exceeding the ceiling amount.

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6.5.2. Allowable costs of direct materials shall be determined by BEA in accordance with Part 31.205-26 of the Federal Acquisition Regulations, as supplemented or modified by Part

970.3100 of the Department of Energy Acquisition Regulations, in effect on the date of this Contract.

6.5.3. Reimbursable costs of materials shall be limited to the amounts actually paid by the Subcontractor.

6.5.4. The Subcontractor shall, to the extent of its ability, procure materials at the most advantageous prices available, with due regard to securing prompt delivery of compliant materials, taking all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and, when unable to take advantage of such benefits, notifying BEA promptly to that effect and the reason therefore. Credit shall be given BEA for the aforementioned allowances et al. and the value of resulting scrap accrued to the benefit of the Subcontractor or would have accrued except for the fault or neglect of the Subcontractor. Such benefits lost through no fault or neglect of the Subcontractor shall not be deducted from gross costs.

6.5.5. The Subcontractor shall support all material costs claimed by submitting paid invoices or storeroom requisitions. Except as otherwise provided in the schedule, materials as referenced by this clause are defined as those materials which enter directly into the work product or which are used or consumed directly in connection with the work.

6.5.6. A material handling charge of up to __% may be added to material costs. By application of the material handling charge, Subcontractor certifies that such costs are excluded from the indirect rates it applies to labor. Disclosure to the contrary shall result in a corresponding reduction in payment(s) to the Subcontractor or a refund to BEA by the Subcontractor of any overpayment. No profit may be applied to material costs.

6.6. Travel Expenses: The ceiling amount for travel expenses is $______.

6.6.1. The Subcontractor shall be reimbursed for airfare as follows: Airfare costs in excess of the lowest customary standard, coach, or equivalent airfare offered during normal business hours are unallowable except when such accommodations require circuitous routing, require travel during unreasonable hours, excessively prolong travel, result in increased cost that would offset transportation savings, are not reasonably adequate for the physical or medical needs of the traveler, or are not reasonably available to meet mission requirements. However, in order for airfare costs in excess of the above standard airfare to be allowable, the applicable condition(s) set forth above must be documented and justified. The Subcontractor shall be reimbursed for mileage between office, home, or motel and airports. The Subcontractor shall also be reimbursed for taxi services between office, home, or motel and airports and parking expenses of personal car at airports. For these purposes only, travel by personal car will be reimbursed at the maximum rate per mile allowed under the Federal Travel Regulations (FTRs) in effect at the time such travel is performed. The allowance for the first and last day of travel is 75% of the per diem amount for the geographical area being visited. Travel expense receipts must be submitted for airfare, lodging, and car rental.

6.7. Invoicing:

6.7.1. Submittal of an invoice constitutes Subcontractor’s certification that services have been provided, and invoiced amounts are in accordance with the Contract provisions.

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6.7.2. Unless otherwise authorized in the Contract, invoices may not be submitted more than once per calendar month.

6.7.3. Invoices shall indicate the cumulative amount invoiced to date.

6.7.4. Invoices shall be submitted electronically in .pdf format to acctpay@inl.gov

6.7.5. Subcontractor shall separately identify services performed and billable under this Contract.

6.7.6. Subcontractor shall separately identify Subcontractor hours expended by category/individual at the hourly rates established under this Contract. Labor costs will be computed by multiplying the established hourly rate by the number of direct labor hours actually expended in performance of work. Fractionally parts of an hour shall be payable to the nearest half hour. Subcontractor shall be paid via Electronic Funds Transfer direct payment, upon the submission of itemized monthly invoices for services rendered during the preceding calendar month, less deductions, if any, as herein provided.

Invoices must be substantiated by daily time sheet records and a breakdown or list of personnel, labor category, hourly rate and dates of service covered by the invoice. If requested, Subcontractor shall submit evidence of actual payment (e.g., individual daily job timecards) and evidence that verifies employees meet the qualifications for the labor categories/individuals specified under this Contract. The Subcontractor shall not be compensated for travel time. The hourly rates shown are applicable to all services, regardless of whether they were performed at straight time or overtime.

7. COMPLETION DATE

7.1. This Contract shall be in effect through ______.

8. ACCEPTANCE

8.1. Acceptance under this Contract occurs at the time BEA authorizes final payment.

9. REPORTS AND DATA REQUIREMENTS

9.1. Vendor Data Turnaround: Subcontractor documents requiring submittal for review by BEA shall be logged, reviewed, dispositioned and returned to the Subcontractor within __ working days of receipt unless otherwise specified in this Contract or applicable documents hereto.

9.2. Address: Vendor data shall be sent to: Attention: ____, Battelle Energy Alliance, LLC, 2525 Fremont Avenue, P. O. Box 1625, Idaho Falls, ID 83415 Mailstop ____.

9.3. Omission of data requirements from any summary data list provided under this Contract shall not excuse Subcontractor from furnishing all data required by applicable specifications.

10. ADMINISTRATION

10.1. Subcontractor Administration: The Subcontractor's responsibilities shall be administered by ______. Subcontractor agrees that ______ will have overall technical direction of the work to be performed by Subcontractor and shall be available at all reasonable times in connection therewith.

10.2. Administrative and Legal Jurisdiction: Unless the Subcontractor is otherwise notified in writing, BEA's responsibilities under this action shall be administered by Kort Bowman, 08/30/2010

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Subcontract Administrator, or another authorized Subcontract Administrator named herein or Procurement Manager.

10.3. BEA Work Hours: Unless otherwise stated, authorized work hours for Subcontractors and lower-tiers are: Site: Monday through Thursday, 7:00 am to 5:30 pm; Town: Monday through Thursday 7:00 am to 5:00 pm, alternating Fridays 7:00 am to 4:00 pm. Subcontractor and lower-tiers shall not perform work at the jobsite during other than these hours unless subcontractor has given prior written notification to BEA at least 48 hours in advance and has received approval from the SFR. A request for work during off-normal work hours shall include the type of work to be performed, location of work, date and hours of work and description of any heavy equipment to be used.

10.4. Technical Representative: The Technical Point of Contact (TPOC) assigned to this Contract is ________ at (208) ______. BEA’s TPOC is responsible for technical direction and oversight of the work, during the period of performance. The TPOC is solely and exclusively authorized to provide day-to-day technical direction and support in connection with the subcontracted work.

10.5. Notices: Any notice provided for this action shall be considered as having been given: To BEA, if mailed electronically via e-mail ("Kort.Bowman@inl.gov") or fax, or if delivered personally to Dan Stout, or if mailed by U. S. Mail addressed to Kort Bowman, Battelle Energy Alliance, LLC, 2525 Fremont Avenue, P. O. Box 1625, Idaho Falls, ID 83415; or to the Subcontractor, if delivered personally to its duly authorized representative at the site of work, or if mailed electronically via e-mail or fax, or by U. S. Mail addressed to the Subcontractor at