Specimen_Subcontract.pdf

FIXED PRICE RESEARCH & DEVELOPMENT

SUBCONTRACT

SPECIMEN SUBCONTRACT

Subcontract No. TBD

BETWEEN

CALIFORNIA INSTITUTE OF TECHNOLOGY

JET PROPULSION LABORATORY

4800 OAK GROVE DRIVE

PASADENA, CALIFORNIA 91109-8099

(hereinafter known as “JPL;”

a corporation existing under the laws of the State of California)

AND

TBD

TBD

TBD, TBD TBD

(hereinafter known as the “Subcontractor;”

a corporation existing under the laws of the State of TBD)

THIS SUBCONTRACT IS FOR

Starshade Technology Maturation

AND IS A

SUBCONTRACT UNDER JPL's NASA PRIME CONTRACT

A DO-C9 Rating is assigned to this Subcontract under DMS Regulation 1

SPECIMEN SUBCONTRACT, dated 1/31/2019

CONTENTS

SCHEDULE

ARTICLES

ARTICLE 1. STATEMENT OF WORK AND DELIVERY/MILESTONE

SCHEDULE

ARTICLE 2. PAYMENT PROVISIONS

ARTICLE 3. SPECIAL PROVISIONS

ARTICLE 4. LIMITATION OF JPL'S COST OBLIGATION PROVISIONS

ARTICLE 5. SPECIAL PROVISIONS…………………………………………

SIGNATURE PAGE

SUBCONTRACT PROVISIONS AND FORMS SETS

The following document sets are incorporated into and made a material part of this Subcontract, and can be found at JPL Acquisition’s external website: http://www.jpl.nasa.gov/acquisition/terms-conditions/, under “Terms and Conditions.”

GENERAL PROVISIONS (GPs) SET FOR FIXED PRICE RESEARCH AND

DEVELOPMENT SUBCONTRACT, dated 4/14.

ADDITIONAL GENERAL PROVISIONS (AGPs) SET, dated 9/15. Note: Only the AGPs listed below are incorporated into this Subcontract:

Designation of New Technology Representative and Patent Representative

Patent Rights - Ownership by the Contractor

Patent Rights - Retention by the Contractor (Short Form)

SUBCONTRACT FORMS SET, dated December 2017.

http://www.jpl.nasa.gov/acquisition/terms-conditions/ http://www.jpl.nasa.gov/acquisition/terms-conditions/

ARTICLE 1. STATEMENT OF WORK AND DELIVERY/MILESTONE SCHEDULE

1.0 The Subcontractor shall

SPECIFIC STATEMENT OF WORK TO BE ADDED BASED UPON SELECTED

PROPOSAL(S)

1.X Shipment Destination:

1.X.1 Alternative Fridays JPL will be closed except for time-critical project activities and for receiving special shipments (e.g., FEDEx, UPS, etc.).

If such shipments cannot be avoided to JPL on Friday closures, they must be scheduled in advance with JPL Receiving (8:00 AM – 3:30 PM

PT) at 818-393-5544 or 818-354-7784. There will be no JPL outgoing shipments.

1.X.2 Except as otherwise provided in this Subcontract, the point of inspection, acceptance and delivery of all items/supplies deliverable under this Subcontract shall be the Jet Propulsion Laboratory, 4800 Oak

Grove Drive, Pasadena, California 91109. Any/all such supplies shall be packaged, packed, boxed, or crated in such a manner to ensure safe delivery and shall be shipped prepaid and at the Subcontractor’s expense to the point of delivery.

1.Y Additional Delivery Requirements

1.Y.Y Time is of the essence in the performance of this Subcontract.

1.Y.Y The Subcontractor shall provide the Patent Representative as set forth in the Clause entitled “Designation of New Technology Representative and

Patent Representative” with the annual and final reports of reportable items described in the Clause entitled “Patent Rights – Retention by the

Subcontractor (Short Form).” The Subcontractor shall send copies of transmittal letters for these reports to the Subcontracts Manager (Note:

an annual report is not due if there are no reportable items, but the final report must be submitted, regardless, along with a certification of no reportable items).

Annual Report: every 12 months commencing on Date of Subcontract.

Due within 30 days after reporting period.

Final Report:within 3 months after work completion.

ARTICLE 2. PAYMENT PROVISIONS

1.0 Total Fixed Price: $ TBD

1.X Provisional Partial/Milestone Payments will be made in accordance with the following schedule:

PARTIAL/MILESTONE PAYMENT INFORMATION

Item

No.

Description

ART. 1

Par.

Provisional

Payment

SOW

Delivery/Milestone

Date

Total:

Provisional partial payments in the amounts above (less applicable progress payments made, if any) shall be made to the Subcontractor upon delivery and acceptance of those deliverables, subject to the limitations of JPL's obligations under the article entitled “Limitation of JPL's

Obligations”. Provisional payments shall be made subject to final acceptance of all deliverables.

Should the subcontract be terminated prior to final acceptance of all deliverables, JPL shall be entitled to an appropriate equitable adjustment and possible return of all or a portion of the provisional partial payments made.

Title to the property described above, if any, shall vest in the Government. Vestiture shall be immediately upon the date of this Subcontract, for property acquired or produced before that date. Otherwise, titled shall pass to or vest in the Government upon the Subcontractor's delivery of such property or when the property is or should have been allocable or properly chargeable to this Subcontract, whichever occurs first.

2.0 Billing Instructions:

Detailed billing instructions, including sample invoices, can be found at the following link: http://invoice.jpl.nasa.gov/IMS-Forms.html

3.0 Reserved.

4.0 Tax Reporting and Withholding:

In accordance with the “Notice of Potential Tax Withholding” contained in this

Subcontract’s “Subcontract Forms Set,” the Subcontractor shall comply with any http://invoice.jpl.nasa.gov/IMS-Forms.html applicable Federal and State Income Tax reporting and withholding regulations; certain kinds of payments are subject to United States Federal or California State income tax reporting and withholding.

ARTICLE 3. SPECIAL PROVISIONS

1.0 Key Personnel and Facilities

The personnel or facilities, if any, specified below are considered essential to the work being performed hereunder. Prior to removing, replacing, or diverting any of the specified individuals or facilities, the Subcontractor shall notify JPL reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this Subcontract. No diversion shall be made by the Subcontractor without the written consent of JPL, provided that JPL ratify in writing the change. Such ratification shall constitute the consent of JPL required by this

Article. The specified personnel below may, with the consent of the Subcontracting parties, be amended from time to time during the course of the Subcontract to either add or delete personnel and/or facilities, as appropriate.

The following Subcontractor personnel shall be considered Key Personnel under this

Subcontract:

(* Enter list names; you may also indicate the fraction of full time agreed to, or hours propose – for example, “Bruce Wayne – Full Time” or “Clark Kent – 20 Hours.”)

ARTICLE 4. LIMITATION OF JPL's OBLIGATION PROVISIONS

1.0 The Firm Fixed Price of this Subcontract is the amount set forth in paragraph 1.0 of ARTICLE 2, PAYMENT PROVISIONS, subject to the limitations set forth in this

Article.

2.0 Subject to paragraph 6.0 below, the amount set forth in Period No. 1 (*) of the following Incremental Liability Schedule reflects the maximum limitation of the JPL's liability for all purposes, including incurred costs, termination costs (including amounts payable with respect to subcontracts and settlement costs) and allowance for profit or fee:

(* this period number is increased as the liability is increased via UMs)

INCREMENTAL LIABILITY SCHEDULE

Period No.

Cumulative Maximum Liability Starting Date Terminal Date

1 $ Date of Subcontract Execution

2 $ Date of Subcontract

3 $ Date of Subcontract

4 $ Date of Subcontract Subcontract completion

“Terminal Date” is the date on which the subcontract will automatically terminate for convenience unless JPL modifies to a subsequent period pursuant to paragraph 3.0 of this Article. “Starting Date” for each Period is the date of subcontract execution.

3.0 It is anticipated that JPL shall, prior to the terminal date, of the Period specified in the first sentence of paragraph 2.0 above, issue a Unilateral Modification (UM) to revise the maximum liability to the amount set forth in the next successive period. The determination as to whether to issue such a modification shall be at JPL's sole discretion. In the event that

JPL does not issue such a modification prior to the terminal date, this Subcontract shall, unless the Subcontractor requests a terminal date extension in writing prior to the terminal date, be deemed terminated for convenience and the Subcontractor shall proceed as if the

Subcontractor has received a Notice of Termination pursuant to the GP Article entitled

“Termination for Convenience.” JPL shall, upon receipt of a written request from the

Subcontractor for Terminal Date extension, immediately issue a unilateral modification extending the Terminal Date in accordance with Subcontractor's request. If the Subcontractor or JPL have reason to believe that any other change in the Incremental Liability Schedule would be in the best interest of the subcontract effort, the Subcontractor or JPL may notify the other party in writing to that effect, together with the requested change. If the

Subcontractor and JPL agree with the requested change, the Incremental Liability Schedule will be revised by Supplemental Agreement to the Subcontract.

4.0 In the event that JPL issues such a UM to increase the liability after the terminal date, the Subcontract shall no longer be deemed terminated, and such UM shall have the same effect as if it had been issued prior to the terminal date; provided however, that if

JPL's failure to issue the UM by the terminal date caused an increase of the cost of, or the time required for, performing this Subcontract, because the Subcontractor proceeded as if a Notice of Termination had been issued, an equitable adjustment shall be made in (i) the

Subcontract Price, the time of performance, or both; and (ii) other affected terms of the

Subcontract. The Subcontractor must assert its right to such equitable adjustment within

30 days of receipt of the UM. However, if JPL decides that the facts justify it, JPL may receive and act upon a proposal submitted before final payment of the

Subcontract. Subject to paragraph 6.0 below, in the event that this Subcontract is terminated pursuant to this Article, or otherwise terminated by JPL pursuant to the GP

Article entitled “Termination for Convenience,” the cumulative liability amount set forth in the Incremental Liability Schedule for the Period referenced in the first sentence of paragraph 2.0 of this Article, plus the liability limit(s) set forth in the UMs or

Undefinitized Supplemental Agreement(s) (USA) (if any) identified in paragraph 7.0 below, reflects JPL's maximum liability notwithstanding anything to the contrary in the

GP Article entitled 3Termination for Convenience,” or the value of supplies and services delivered to and retained by JPL.

5.0 The Subcontractor has used the Incremental Liability Schedule to plan its obligations, including progress payments, partial payments, milestone payments, as applicable and also termination liability. It is a management prerogative of the Subcontractor to determine if part of these elements are to be under funded or at risk (relative to the

Incremental Liability Schedule) for any period of time. This is a firm fixed price type

Subcontract. The Subcontractor assumes all risk for any variance between planned and actual costs, including planned and actual termination liability. The Subcontractor is strictly liable for all cost variances, including cost variances attributable to indirect rate changes and shall in no event be excused from the obligation to complete performance in accordance with the price, delivery schedule, and technical requirements of this

Subcontract.

6.0 If the Subcontract is modified, the provisions of this Article shall not limit the

Subcontractor's obligation pursuant to GP Article entitled “Changes,” to diligently pursue the performance of the Subcontract as modified. In the event that a unilateral modification contains a liability limit for work performed under such modification, the

Subcontractor's obligation to pursue performance of such modification and the JPL's liability for such modification, shall, until the UM(s) or USA is bilaterally settled, be limited by the amount of the liability limit included in the UM or USA. Until such a UM is settled, the liability limit on the UM does not increase the baseline liability in paragraph 2.0. In the event that this Subcontract is deemed terminated pursuant to paragraph 3.0 of this Article or the GP Article entitled “Termination for Convenience,” prior to the settlement of an outstanding UM(s) or USA(s), the JPL's maximum liability for all purposes, including incurred costs, termination costs (including amounts payable with respect to first-tier subcontracts and settlement costs and consideration for delivered supplies and services) and allowance for profit or fee, shall be no more than the sum of the cumulative liability amount set forth in the Incremental Liability Schedule for the

Period referenced in the first sentence of paragraph 2.0 of this Article, plus the liability limit(s) set forth in the UM(s) or USA(s).

7.0 Unilateral Modification or Undefinitized Supplemental Agreement Liability Limits.

1. Reserved. (insert any additional independent JPL liability limit: for an identified UM or USA which requires a change, which provides an independent liability limit for the UM or USA work, and which is authorized and funded by a requisition. This paragraph is replaced with “Reserved” again when the UM or

USA is settled and the baseline liability schedule in paragraph 2.0 is modified as needed)

2. Reserved.

8.0 In the event that this Subcontract contains a provision(s) providing for progress payments, milestone payments or partial payments such provision(s) shall be subject to the limitations set forth in this Article and the “subcontract amount” referred to in any such provision for progress payments is the Firm Fixed Price of this Subcontract set forth in paragraph 1.0 of ARTICLE 2, PAYMENT PROVISIONS.

8.1 The provisions of the Article shall in no way limit the JPL's rights under the GP

Article entitled Default.

8.2 In the event that this Subcontract contains a provision providing for milestone or partial payments, payment may be delayed until the liability limit is increased under the provisions of this Article.

ARTICLE 5. SPECIAL PROVISIONS

1.0 Lower-Tier Subcontracting

There will be no lower-tier subcontracting under this Subcontract.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as of the below

“JPL Signature Date.”

SUBCONTRACTOR NAME

Signature & Date:

Type/Print Name:

Type/Print Title:

JET PROPULSION LABORATORY

Signature & Date:*

Type/Print Name:

Type/Print Title:

*JPL Signature Date: The JPL Signature Date is the effective date of the subcontract.

NOTE: Pursuant to the Subcontract’s General Provisions entitled “Authority of JPL Representatives” and “Technical Direction” the following applies:

Only the following or their Designated Alternates can authorize Subcontract changes, in writing, via JPL-issued modifications to the Subcontract: JPL

Subcontracts Manager, Acquisition Management, JPL’s Director/Deputy

Director/Chief Financial Officer.

Minor technical changes not affecting the scope or cost of the Subcontract may be made by the JPL Cognizant Technical Manager (or Designated Alternate), but only in writing via the “Technical Direction Memorandum” (Form JPL 2084).