Cost Reimbursement Research and Development Contract between H Power Corp. and Naval Surface Warfare Center
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Summary
H Power Corporation and the Naval Surface Warfare Center have entered into a cost reimbursement contract for research and development. H Power will conduct research as outlined in its proposal, focusing on developing a high-performance 2 kW fuel cell and multi-fuel reformer system. The contract is valued at $1,337,341 and includes specific terms for delivery, payment, and administration. The agreement is effective as of late October 1998 and sets out the obligations and expectations for both parties regarding the research project.
EX-10.45 5 ex-1045.txt EXHIBIT 10.45 EXHIBIT NO. 10.45 -- Contract between H Power Corp. and the Naval Surface Warfare Center.
RESEARCH AND DEVELOPMENT STREAMLINED SOLICITATION/CONTRACT (RDSS/C) FORMAT. SECTION B, SUPPLIES OR SERVICES AND PRICES/COSTS. (B.1) Type of Contract. This is a COST REIMBURSEMENT type contract. *(B.2) 0001 The Contractor shall conduct research in accordance with the Contractor's proposal of 13 Jul 98 and revised cost proposal dated 10 Aug 98 entitled "Development of a High Performance 2 kW Fuel Cell/Multi-fuel Reformer System". The TOTAL ESTIMATED COST (no fee) for this contract is $1,337 ###-###-#### Data in accordance with DD1423 1 LT **NSP **NSP **NSP = Not Separately Priced. This contract is awarded in accordance with DFARS Subpart 235.70, Research and Development Streamlined Contracting Procedures. All mandatory terms, clauses, and provision, and certain asterisked terms, clauses, and provisions contained in DFARS ###-###-#### are incorporated by reference. The following clauses and provisions are those in effect through FAC 97-05 and DAC 91-13. RFP N00167-98-BAA-0061, Section K "Representation, Certifications, and Other Statement of Offeror" is hereby incorporated by reference into this contract. A DD1423 "Contract Data Requirements List" and DD1664, "Data Item Description" are hereby made as an attachment to this contract. The Government shall have unlimited rights to all technical data delivered under this contract. 2 N00167-99-C-0002 Unlimited Rights in technical data as defined in Clause ###-###-####, incorporated into Section I of this contract means the right to use, duplicate, release or disclose, technical data or computer software in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so. The period of performance under this contract is from the date of contract award through 24 months thereafter. SECTION C, DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK. *(C.3) Contractor's Technical Proposal: The Contractor's proposal dated 13 Jul 98 and the revised proposal dated 10 Aug 98 entitled "Development of a High Performance 2 kW.Fuel Cell/Multi-fuel Reformer System", submitted under Broad Agency Announcement N00167-98-BAA-0061 issued by the Carderock Division, Naval Surface Warfare Center is hereby incorporated by reference. The following is inserted in the contractor's Statement of Work as follows: "The Contractor shall integrate the fuel cell stack, reformer, power conditioning electronics, gauges, outlets, fans, and any other accessories needed for stand-alone operation, into a weather resistant container suitable for temporary installation unto the U.S. Army High Mobility Trailer. The system may not occupy more than one quarter of the internal trailer volume and may not exceed the external volume by more than 18 inches". The Contractor should be prepared to travel to the Washington D.C. area for progress reviews four times during the life of this contract. The other four quarterly reviews may be held at the Contractor's facility. REPORTS: The Contractor must provide monthly progress and expenditure reports, as well as an interim and final report. 3 N00167-99-C-0002 SECTION D, PACKAGING AND MARKING. (D.1) COMMERCIAL PACKAGING. Preservation, packaging, and packing shall provide adequate protection against physical damage during shipment for all deliverable items in accordance with standard commercial practices. SECTION E, INSPECTION AND ACCEPTANCE. (E.1) INSPECTION AND ACCEPTANCE Inspection and acceptance of any and all deliverables under this contract will be accomplished by the Contracting Officer or a designated representative. (1) Federal Acquisition Regulation clauses. *(E.2) 52.246-8 Inspection of Research and Development - Cost- Reimbursement (APR 1984) - Alternate I (APR 1984) (2) Defense Federal Acquisition Regulation Supplement clauses. *(E.5) 252 ###-###-#### Material Inspection and Receiving Report (JAN 1993) SECTION F, DELIVERIES OR PERFORMANCE. (F.1) DELIVERY OF REPORTS. (i) All data shall be delivered in accordance with the delivery schedule shown on the Contract Data Requirements List, attachments, or as incorporated by reference. (ii) All reports and correspondence submitted under this contract shall include the contract number and project number and be forwarded prepaid. A copy of the letters of transmittal shall be delivered to the Procuring Contracting Officer (PCO) and the Administrative Contracting Officer (ACO). The addresses are set forth on the contract award cover page. All other address(es) and code(s) for consignee(s) are as set forth in the contract or incorporated by reference. (F.2) FAR 52.242-15 Stop Work Order (AUG 1989) - Alternate 1 (APR 1984) 4 N00167-99-C-0002 *(F.3) FAR 52.247-55 F.O.B. Point for Delivery of Government-Furnished Property (APR 1984) *(F.4) The work under this contract shall commence on date of contract award and be completed no later than 24 months thereafter. SECTION G, CONTRACT ADMINISTRATION DATA. *(G.4) Contracting Officer's Representative. The Contracting Officer's Representative for this contract is: CODE 28, MIKE BYERLY Carderock Division, NSWC Phone ###-###-#### *(G.5) 5252 ###-###-#### SUBMISSION OF INVOICES (COST-REIMBURSEMENT) (a) "Invoice" as used in this clause includes contractor requests for interim payments using public vouchers (SF 1034) but does not include contractor requests for progress payments under fixed price incentive contracts. (b) The Contractor shall submit invoices and any necessary supporting documentation, in an original and 4 copies, to the Contract Auditor at the address cited below: The Contract Auditor will approve and forward the invoices to the paying office cited in paragraph (b)(2). The cognizant audit agency is: DEFENSE CONTRACT AUDIT AGENCY Northern New Jersey Branch Office Bldg 350 South, Picatinny Arsenal Picatinny, NJ 07806 Following DCAA approval for provisional payment, the contract auditor will forward the invoice directly to the designated office cited in paragraph (b)(2). (1) In addition, when invoices are submitted to DCAA for verification and approval, the contractor shall submit one (1) copy of the invoice (marked "Information Copy Only") to the following: 5 N00167-99-C-0002 TECHNICAL POINT OF CONTACT: Carderock, Division, Naval Surface Warfare Center Code 28, Mike Byerly 9500 MacArthur Blvd West Bethesda, MD 20817-5700 The technical point of contact shall report any invoice discrepancies directly to the contractor who shall make the required adjustment to the next invoice submitted for payment. The technical point of contact shall ensure that his adjustment has been made. (2) Following DCAA Approval, the Contract Auditor shall forward the invoices to: DFAS COLUMBUS CENTER DFAS-Co/Minuteman Division PO Box 182266 Columbus, OH ###-###-#### (c) Invoices requesting interim payments shall be submitted no more than once every two weeks, unless another time period is specified in the Payments clause of this contract. (d) In addition to the information identified in the Prompt Payment clause herein, each invoice shall contain the following information, as applicable: (1) Contract line item number (CLIN) (2) Subline item number (SLIN) (3) Accounting Classification Reference Number (ACRN) (4) Payment terms (5) Procuring activity (6) Date supplies provided or services performed (7) Costs incurred and allowable under the contract (8) Vessel (e.g., ship, submarine or other craft) or system for which supply/service is provided. (e) A DD Form 250, "Material Inspection and Receiving Report". ( ) is required with each invoice submittal. (x) is required only with the final invoice ( ) is not required. 6 N00167-99-C-0002 (f) A Certificate of Performance ( ) shall be provided with each invoice submittal (x) is not required (g) The Contractor's final invoice shall be identified as such, and shall list all other invoices (if any) previously tendered under this contract. (h) Cost of performance shall be segregated, accumulated and invoiced to the appropriate ACRN categories to the extent possible. When such segregation of costs by ACRN is not possible for invoices submitted with CLINS/SLINS with more than one ACRN, an allocation ratio shall be established in the same ratio as the obligations cited in the accounting data so that costs are allocated on a proportional basis. SECTION H, SPECIAL CONTRACT REQUIREMENTS. (H.1) Section K of the solicitation is hereby incorporated by reference. Pursuant to Federal Acquisition Regulation (FAR) 15.406-1(b), Section K of the solicitation is hereby incorporated by reference. (H.4) Scientific/Technical Information. If not already registered, the Contractor is encouraged to register for Defense Technical Information Center (DTIC) service by contracting the following: Defense Technical Information Center Attn: Registration Section (DTIC-BCS) 8725 Joh J. Kingman Rd. Suite 0944 Fort Belvoir, VA 22060-6218 Tel ###-###-#### or 1-800-CAL-DITC (225-3842) To avoid duplication of effort and conserve scientific and technical resources, the Contract is encouraged to search existing sources in DTIC to determine the current state of the art concepts, studies, etc. *(H.5) List of Data to be Provided with Other Than Unlimited Rights (See 227.403-70(b) and ###-###-####(k)). With the exception of the technical data or computer software set out below, technical data and computer software to be delivered under this contract shall be furnished with unlimited rights as defined in Section I clause DFARS ###-###-####. 7 N00167-99-C-0002 Items, Components, Processes Drawing/Document Government's or Computer Software Number or Title Rights _____________________________ _____________________________ _____________________________ _____________________________ SECTION I - CONTRACT CLAUSES
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14 N00167-99-C-0002 PART III-LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS. SECTION J, LIST OF ATTACHMENTS. *(J.1) List of Attachments:
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DATA ITEM DESCRIPTION FORM APPROVED
DATA ITEM DESCRIPTION Form Approved OMB No. 0704-0188 Public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data source, gathering and maintaining the data needed, and competing and reviewing the collection of information. Including suggestors for reducing this burden, to Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis Highway, Suite 120A, Arlington VA ###-###-####, and to the Office of Management and Budget Paperwork Reduction Project (0704-0188). Washington DC 20503. 1. TITLE: Progress Report (Studies) 2. IDENTIFICATION NUMBER: DI-ADMN-81313 3. DESCRIPTION/PURPOSE: 3.1 To summarize the status of studies conducted by the contractor during the reporting period. 4. APPROVAL DATE (YYMMDD): 930125 5. OFFICE PRIMARY RESPOSIBILITY (OPR): G/N33 6a. DTIC APPLICABLE 6b. GIDER APPLICABLE 7. APPLICATION/INTERRELATIONSHIP: 7.1 This Data Item Description (DID) contains the format and content preparation instructions for the data resulting from the work task described by MIL-STD-847. 7.2 This DID is can be used in conjuction with DI-FNCL-80331, DI-MGMT-80507A 7.3 This DID supersedes DI-A-5014A 8. APPROVAL LIMITATION 9A. APPLICABLE FORMS 9B. AMSC NUMBER: G6889 10. PREPARATION INSTRUCTIONS: 10.1 CONTENT. The report shall include: 10.1.1 The work accomplished on the project during the reporting period, including theoretical studies conducted, results of these studies, and how they apply to the project. This discussion shall be broken down by functional components in the same manner as is done on program charts or other reports required. 10.1.2 A summary of the status of the project including statement(s) as to whether the work is on schedule and if not, efforts planned to meet the schedule. 10.1.3 Other information which may cause a significant change in the work schedule. 10.1.4 Graphs, drawings, photographs, and other graphic material showing results/status of the study for the period of time covered by the report. 10.1.5 Recommendations and proposals. 10.1.6 Summary of future plans for the project. (Continued on Page 2) 11. DISTRIBUTION STATEMENT: DISTRIBUTION STATEMENT A: Approved for public release: distribution is unlimited DD Form 1664, APR 98 Previous editions are obsolete 3797 019 10. Block 10, Preparation Instructions (Continued) 10.2 FORMAT. The report shall be prepared as follows: 10.2.1 It shall be typewritten or otherwise duplicated in non-fading ink on 8" x 101/2" or 81/2" x 11" paper. PROGRESS REPORT (STUDIES) DI-ADMIN-81313 BLOCK 10 PREPARATION INSTRUCTION - REVISION Progress reports shall be submitted electronically and formatted as follows: MESSAGE TITLE: 2kW-HPC-(Year)-(month) Year = 2 digit year abbreviation, such as 98 Month = 3 letter abbreviation, such as SEP The text of the progress report shall be in the body of the message, NOT an attachment. CONTENT: The report shall include the following: 10.1.1 - Summary of Major Events for Reporting Period (200 words or less) 10.1.2 - Technical status at program level 10.1.3 - Efforts accomplished, at program and sub-element level 10.1.4 - Efforts planned for next month 10.1.5 - Trips made / persons met 10.1.6 - Fiscal summary in the following format:
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DD Form 1664, June 86 PREVIOUS EDITIONS ARE OBSOLETE PAGE 1 OF 5 PAGES --- --- DI-FNCL-80331 Block 7, Application/Interrelationship (Continued) 7.3 It is not intended that all the requirements contained herein should be applied to every contract or program phase. Portions of this DID are subject to deletion tailoring depending on the management requirements of the solicitation/contract in which it is applied. 7.4 This DID is related to DI-A-5016, Project Planning/Actual Progress Chart (Other than fixed price contracts), and DI-FNCL-80003, Man-Hour Expenditure Chart. 7.5 This DID supersedes DI-A-5001B, DI-A-5003F and U-A-5595. - ------------------------------------------------------------------------------- Block 10. Preparation Instructions (Continued) Administrative (G & A) fee, outstanding commitments, etc.), as provided in the accepted proposal. Items and amounts specified in this entry shall remain constant on successive reports during the term of the contract. 10.3.1.2 LATEST NEGOTIATED CONTRACT CHANGES. A summary of the latest negotiated contract changes. It shall be a recapitulation of the 10.3.1.1 data elements reflecting all subsequent changes resulting from the contract modifications. Breakdown by category shall be as provided in 10.3.1.1 unless altered by a contract modification. Indicate "none" if revised proposals have no effect. 10.3.1.3 REPORTING PERIOD EXPENDITURES. Expenditure data for the current reporting period for the work task categories used in 10.3.1.1 or 10.3.1.2 (as applicable), and covering man hours, funds, and the change (new orders minus fulfilled orders) in outstanding commitments. 10.3.1.4 CUMULATIVE EXPENDITURE TO DATE. Cumulative man hour, funds and outstanding commitments expenditure data through the current reporting period for the work task categories used in 10.3.1.1 and 10.3.1.2 (as applicable). Additionally, show the cumulative costs as a percentage of the 10.3.1.1 or 10.3.1.2 costs. 10.3.1.5 ESTIMATED COST-TO-COMPLETE. The estimated costs required to complete the work task from the reporting date to the date of completion. This estimate shall be defined by categories as they appear in 10.3.1.1 or 10.3.1.2. All estimates shall be justified. 10.3.1.6 LATEST COST ESTIMATE. An estimate of the final total cost at completion of the work effort. This is derived from 10.3.1.4 and 10.3.1.5. Deviations between the original contract and/or latest negotiated contract change shall be justified/explained in footnote remarks. 10.3.2 FUNDS EXPENDITURE GRAPH. A funds expenditure graph shall be included. The graph shall be reproducible to enable periodic changes reflecting current contract funding status to be entered. The graph shall portray, on a periodic basis, the planned versus actual total dollar expenditures and the percentage of the total contract dollars that the expenditure represents (See Figure 2). PAGE 2 OF 5 PAGES DI-FNCL-80331 Block 10. Preparation Instructions (Continued) 10.3.3 WORK COMPLETED GRAPH. A work completed graph shall be included that reflects the percentage of work completed to the contractor through the current reporting period. The graph shall plot actual completion versus planned completion, and shall be maintained current and be fully legible and reproducible (See Figure 3). PAGE 3 OF 5 PAGES DI-FNCL-80331
NOTE: THIS FIGURE SERVES ONLY AS AN ILLUSTRATION OF THE TYPES OF ENTRIES RE????ED FOR A FUNDS AND MAN HOURS EXPENDITURE SUMMARY AND PROVIDES A SAMPLE FORMAT. FIGURE 1. SAMPLE FUNDS AND MAN HOUR EXPENDITURE SUMMARY PAGE 4 OF 5 PAGES DI-FNCL-80331 FUNDS EXPENDITURE AND WORK COMPLETED GRAPHS [GRAPH] FIGURE 2. FUNDS EXPENDITURE GRAPH [GRAPH] FIGURE 3. PERCENT WORK COMPLETED GRAPH PAGE 5 OF 5 PAGES