09123-09 subcontract - University of North Dakota

More documents

Recommendations

Info

Research Partnership to Secure Energy for America 1.2 FUNDING This Subcontract is funded on a cost reimbursable basis, not to exceed the amount of $500,000. The Energy Policy Act of 2005 requires the expenditure of 2.5% of the total estimated costs of this agreement on technology transfer activities. RPSEA and SUBCONTRACTOR will determine the activities that will comprise 1.5% of the agreements’ total estimated costs for this project, and RPSEA reserves 1% of the agreement’s total estimated costs for program level technology transfer activities. Thus, the reserve of $6,250 is not available for reimbursement of SUBCONTRACTOR incurred cost (See Task 3.0 in Statement of Work, Appendix 1). Unless the Subcontract is amended in writing by mutual agreement of the parties SUBCONTRACTOR will not be reimbursed in excess of $493,750 or 79% of the actual total incurred cost, whichever is lower. 1.3 ALLOWABLE COST AND PAYMENT Upon receipt and approval by RPSEA of proper invoices in accordance with paragraph 1.6 below, payment of allowable cost shall be Net 45 days from the RPSEA invoice due date, and in accordance with FAR Clause No. 52.216-7 "Allowable Cost and Payment". Specific reference to Subpart 31.2 contained in FAR 52.216-7 is hereby deleted and replaced with Subpart 31.3, and applicable agency supplements thereto, if any. In addition, FAR Clause No. 52.232-20 “Limitation of Cost” and FAR Clause 52.232-22 “Limitation of Funds” are hereby incorporated by reference. Notwithstanding any other Clause contained in this Subcontract Agreement and in accordance with the provisions of FAR 42.707 COST-SHARING RATES AND LIMITATION ON INDIRECT COST RATES and FAR 42.708 QUICK-CLOSEOUT PROCEDURE, in the event that a provisional or final indirect rate audit indicates that actual indirect rates exceed the rates used to estimate and recover indirect costs in this Subcontract, the SUBCONTRACTOR agrees that such excess costs will become an additional part of the SUBCONTRACTOR’S cost share and not be the basis for a cost overrun claim against RPSEA. This provision shall flow down to all subcontractors at any tier using cost or cost sharing contracts. Note: SUBCONTRACTOR may select Automated Clearing House Credits (“ACH funds transfer”), as the means of settlement. With regard to such ACH funds transfer, a payment from RPSEA to SUBCONTRACTOR shall be considered timely with respect to any payment due date contained herein if the ACH funds transfer is completed no later than four (4) business days after such payment due date. RPSEA shall not be in breach of these terms and conditions, or suffer any loss of discount or other penalty, with respect to an ACH funds transfer that was initiated properly and timely by RPSEA to the extent its completion is delayed because of failure or delay by the ACH funds transfer system, the operation of an ACH funds transfer system rule which could not be anticipated by RPSEA, or rejection by the SUBCONTRACTOR's bank. 1.4 INSPECTION RPSEA and the United States Government have the right to inspect and evaluate the work performed or being performed under this Subcontract, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If RPSEA or the Government performs inspection or evaluation on the premises of the SUBCONTRACTOR or a Subcontractor, the SUBCONTRACTOR shall furnish and shall require Subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties. 09123-09 - University of North Dakota (WANG) Schedule A 2
Research Partnership to Secure Energy for America 1.5 INVOICES RPSEA’s standard payment terms for our suppliers and subcontractors is “Net-45” days from receipt of a proper invoice, starting on the invoice due date. RPSEA’s invoice due date is the 18 th day of the month. “Proper” in this context means an invoice prepared in accordance with all applicable provisions of the subcontract. Invoices that do not meet the requirements of the subcontract must be rejected and returned with an explanation as to why it’s being returned. Late invoices will be processed in the next payment terms accounting cycle. The invoices shall, at a minimum, contain the following information: Subcontract number, labor categories, labor hours or percentage of effort, extended totals by category or extended total of percentage of effort, material and other direct costs will be separated from labor costs. Invoices shall clearly reference a unique invoice number on each invoice, period of incurred costs, and the date of the invoice. Invoices shall include the total estimated costs (including cost share and technology transfer costs separately displayed), a draw down on each invoice, if applicable, “total billed to date,” the “current amount due,” and the “total”. SUBCONTRACTOR shall submit invoices for Government property procured under this agreement with the monthly invoice for the period in which the property was acquired. SUBCONTRACTOR shall also submit invoices for equipment/property provided, or the use of it, as cost share with the monthly invoice for the period in which the equipment/property was provided or used. Invoices shall be signed and dated by an appropriate institutional representative of SUBCONTRACTOR’s Institution or Company, certifying the costs included are correct. RPSEA may withhold 5 percent of the amount due under this paragraph, not to exceed $50,000 until execution and delivery of all closeout documentation, acceptable to RPSEA, in accordance with the requirements of paragraph 12.0 herein. Failure to deliver all closeout documentation, including a final invoice showing cumulative payments made, shall be considered to be a material breach of this subcontract, and may subject the subcontractor to forfeiture of the 5% withhold mentioned herein. All invoices must be uploaded to the RPSEA SharePoint web site. The hyperlink to access the SharePoint site and “Instructions for using and Uploading Invoices, Reports, and Deliverables” is https://sp.rpsea.org/RPSEA_PM_Action. SUBCONTRACTOR shall supply RPSEA with the name, email address, and phone number for a point of contact (POC) responsible for uploading. SUBCONTRACTOR shall provide the POC within ten (10) business days from the effective date of this Subcontract. RPSEA will have the SharePoint site activated for SUBCONTRACTOR within twenty (20) business days from the effective date of this Subcontract. Invoices sent in any other manner will not be acknowledged and will be rejected. 1.6 PAYMENT Payment of SUBCONTRACTOR’s invoice will be made within forty-five (45) days after RPSEA’s invoice due date and receipt of a proper invoice. Payment will be contingent upon RPSEA’s acceptance of the services rendered by SUBCONTRACTOR, unless otherwise specified in this Subcontract. Any adjustments to SUBCONTRACTOR’s invoice, caused by SUBCONTRACTOR’s failure to comply with the requirements of this Subcontract, may be made by RPSEA prior to payment of such invoice. Payment of SUBCONTRACTOR’s invoice shall not constitute acceptance of the services, and RPSEA reserves the right to offset against any payment hereunder any amount owed to RPSEA by SUBCONTRACTOR. SUBCONTRACTOR shall adjust its allowable indirect costs under this Subcontract simultaneously with 09123-09 - University of North Dakota (WANG) Schedule A 3
Page 1: Research Partnership to Secure Ener
Page 5 and 6: Research Partnership to Secure Ener

09123-09 subcontract - University of North Dakota

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?