Loading...
HomeMy WebLinkAbout2022 CON Fleet Science Center - Wraparound Services for STEM Learning ProjectFirm -Fixed -Price Subcontract Between Fleet Science Center (FLEET) and National city Public Library (NPL) Under Wraparound Services for STEM Learning Office of Naval Research Award Number: NO0014-22-1-2523 Total Subcontract Price: $39,000.00 Effective Date: 10/19/2022 Completion Date: 7/31/2025 Fleet Science Center By: Printed :: (Cr - _. Tide6---DC) Date: J2 JL2D/2 National City P By: Printed Name: v Title: coivi Date: PURPOSE The purpose of the Cooperative Agreement, under National City Public Library, is to detail rights, responsibilities, fees, and timeline. The assistance provided under this procurement is expected to pay for services provided as part of the Wraparound Services for STEM Learning Proj ed. Whereas, FLEET desires to Subcontract a portion of the work to be performed under the Wraparound Services for STEM Learning Project to National City Public Library (hereinafter referred to as Subcontractor) as provided herein; and Whereas, the Subcontractor offers services and desires to provide such services to FLEET pursuant to the requirements of the Agreement (hereinafter referred to as Scope of Work (SOW). Now, THEREFORE, it shall be mutually agreed as to the following terms and conditions. TYPE OF SUBCONTRACT This is a Fig -Fixed Price Subcontract. 2. FIRM -FIXED PRICE AMOUNT The total Puna Fixed Price for performance of the work specified herein is . 3. PERIOD OF PERFORMANCE The Subcontract shall become effective 9 22 and shall remain in force and effective through 7/31/2025 4. SCOPE OF WORK Reference Appendix .A 5. PAYMENT PROCEDURES Payment of funds to the Subcontractor will be made based on invoices submitted to FLEET using the format provided in Attachment 2 (Standard Invoice Form). The Subcontractor will be paid on such invoices after receipt and acceptance by FLEET of properly completed invoices and a.y scheduled reports and deliverables in ►.ttachment I, Scope of Work (SOW). A final invoice, marked FINAL, must be submitted with the final deliverable and received by FLEET no later than 60 days, after the end date of the Agreement. Invoices received after 60 days may be suspended in whole, or in part, at FLEET sole discretion. 6. REPORTS, DELIVERABLES, AND RECORDKEEPING All reports and deliverables required hereunder shall follow the formats provided by FLEET and must be received and accepted before payments on pending invoices will be made by FLEET to Subcontractor. Attachment 1, "Scope of Work" contains full descriptions of the required submissions listed below. Submission: Bach report prepared by Subcontractor shall indicate the contents of the report and shall include the following: Subcontractor Name: Project Name: e: The reports, deliverables and invoices required hereunder shall be supplied to FLEET at the following address: Fleet Science Center Eric Meyer P.O. Box 3 30 San Diego, CA 92163 7 CHANGES Fleet Science Center may at any time, by written notification only, make changes within the general scope of this Contract in activities to be per formed. If any such change(s) causes an increase or a decrease in the cost, or the time required for the performance of this contract, an equitable adjustment shall be made in the price or delivery schedule, or both, a.d the contract shall be modified in writing accordingly. Any claim by the Subcontractor for adjustment under this contract roust be asserted within (thirty) days from the date of receipt by the Subcontractor of the modification or change. a CONFIDENTIALITY AND ROE TY RIGHTS It is understood that, in connection with providing services hereunder, Subcontractor may learn or be exposed to information, records, data, materials, and other property and property rights, tangible or intangible, owned by, licensed or made available to Fleet Science Center and/or its client or donor(s), including data subject ("Confidential Information"), all of which shall be treated as confidential and proprietary information of Fleet Science Center, its licensors and, or its client or donor(s). All such Confidential Information, whether written, visual, electronic, or oral,, that may be disclosed, made available to or otherwise learned by Subcontractor in connection with services provided under this Agreement shall: a) remain the sole property of Fleet Science Center, its licensors, and/or its client or donor(s), as applicable, and b) be kept in strict confidence by Subcontractor, be used by Subcontractor solely for the benefit of Fleet Science Center and not be disclosed or used to or for the benefit of any third party, except as may be required for disclosure pursuant to the Public Records Act; and shall not apply to Confidential Information that Subcontractor can demonstrate (a was in the public domain before, or which enters the public domain following the etketive date of this Agreement without fault of Subcontractor, or was known to or possessed by Subcontractor without restriction prior to the signature of this agreement. All Confidential Information, including derivative and residual forms including, without limitation, copies, extracts and notes of such Confidential Information made by Subcontractor shall remain the property of Fleet Science Center, its licensors, and/or its client or donor(s). Upon termination of this Agreement, Subcontractor shall, if requested by Fleet Science Center, promptly return all Confidential Inforniation (and all copies, notes and extracts thereof) which may be in Subcontractor's control or possession as a result of services hereunder, . TERMINATION Termination by Convenience. The performance of work under this contract may be terminated by Fleet Science Center in whole, or in part, whenever Fleet Science Center and/or its client or donor determine that such ter i ation is in the best interests of Fleet Science Center and/or its client or donor. Fleet Science Center reserves the unilateral right to terminate this contract at any time, paying for all deliverables completed at the time of termination and a pro-rata share of any deliverable in progress, in accordance with US Federal Acquisition Regulation (FAR) Clause 52.2494, "Termination for Convenience of the Government (Fixed Price) (Short Form) (April 1984)." In the event of termination by convenience, Partners shall submit a written notice to provider. Termination by Default, `ault, Fleet Science Center may, by written notice of default sent to the Subcontractor by registered mail, terminate in whole or part of any purchase order issued under this PO if A) the Subcontractor fails to make delivery of the commodities within the time specified in the order or if the Subcontractor fails to perform any of the other provisions of this order, or so fails to make progress as to endanger performance of the purchase order in accordance with its terms and, in either of these two circumstances, does not cure such failure within a period of ten days (or longer period as Fleet Science Center may authorize in meting) after receipt from Fleet Science Center specifying such failure. 1. DISPUTES In the event of any dispute, controversy, or claim arising out of or in connection with this Contract, or the breach., termination, or invalidity thereof, such dispute shall be finally settled by arbitration. Judgment upon the award of the arbitrator shall be binding and may be entered in and enforced by any court having jurisdiction thereof. Each party shall pay its own costs and attorney's fees. 11. ORGANIZATIONAL CONFLICT OF INTEREST It is understood and agreed that some of the work performed under this contract may place the Subcontractor or its personnel in the position of having an organiatona.l conflict of interest. Such an organizational conflict of interest may impair the obj ti .ty of the Subcontractor or its personnel in performing the work. To preclude or mitigate any potential conflicts of interest, Subcontractor agrees not to undertake any activity which may result in an organizational conflict of interest without first notifying Fleet Science Center of such potential conflict of interest and receiving Fleet Science Center' written, approval to undertake such activities. 12. ANTI -KICKBACK No offer, payment, consideration, or benefit of any kind which constitutes an illegal or corrupt practice shall be made, either directly or indirectly, as an inducement or reward for the award of this Contract. Any such practice will be grounds for canceling the award of this Contract andfor such other actions, civil and orcririnal, as may be applicable, 3 GENES PROVISIONS AND REFERENCE CLAUSES This Subcontract is s j ct to the General Provisions set forth below, which are incorporated herein. In the event of inconsistency between the Prime Contract and this Subcontract, the terms of the Prime Contract shall take precedence. 1) PREVENTNG TERRORISM FINANCING The participant dust not engage in transactions with, or provide resources or support to, individuals andorganizations associated with ten-orism including those individuals or entities that appear on the Specially Designated Nationals and .Blocked Persons list maintained by the U.S. Treasury (online at: http://www.treasury.goviresource- centerisanctionsJSDN- ListfPages de ault.aspx) or the United Nations Security designation list (online at: http://www.un.orgiscicommitteesf12671ag sanctions lstwstrl). 2) TRAFFICKING IN PERSONS The participant must not engage in: . Trafficking in persons (as defined in the Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children, supplementing the UN Convention against Transnational Organized Crime) during the period of this program; 2. Procurement of a commercial sex act during the period of this program; 3. Use of forced labor in the performance of this program by Soliciting a person for the purpose of nploym nt, or offering employment, y means of materially false or fraudulent pretenses, representations, or promises regarding that employment. 3 STANDARDS OF BUSINESS ETHICS AND CONDUCT FLEET believes in fair and open competition and is committed to conducting its business fairly, impartially and in an ethical and proper manner as outlined in our corporate Code of Conduct* It is imperative that FLEET employees, agents, subcontractors and representatives adhere to a particularly high ethical standard. FLEET'S expectation is that Subcontractor also will conduct its business fairly, impartially and in an ethical and proper manner. 4) CONFLICT OF INTEREST Both parties confirm that they do not have an actual or potential conflict of interest for the work contemplated plate y the Project. Both parties agree that they will inform the other party should a potential conflict of interest use, during the course of the competition for contract of this effort. .A similar conflict of interest clause will also become a part of any resulting subcontract contract. 5) INTELLECTUAL PROPERTY Inventions and other intellectual property shall remain the property of the originating party. In the event of joint inventions, the parties shall establish their respective rights by negotiating between them.. In this regard, it is recognized and agreed that the parties may be required to and shall grant licenses or other rights to the Contractor, subcontractor and/or Customer to inventions, data, and information under such standard provisions which may be contained in the prime contract contemplated by this Agreement. 6) PILOT PROGRAM FOR ENHANCEMENT OF GRANTEE EMPLOYEE WHIS ' . B OW R PROTECTION'S (SEM. R 2014) The requireinent to comply with and inform all employees of the Pilot Program for Enhancement of Contractor Employee \histie ko rer Protections" is retroactively effective for all assistance contracts and subcontracts (including subcontracts) issued beginning by July I, 2013 The Grantee must: 1. Inform its employees working under this contract in the predominant .t native language of the workforce that they are afforded the employee whistleblower rights and protections provided under 41 U.S.C. § 4712: and 2. Include such requirement 'in any subcontract or subcontract made under this contract. 41 U.S.C. §471.2 states that an employee of a Grantee may not be discharged, demoted, or otherwise discriminated against as a reprisal for "whlstie iowi g.'f In addition, whistleblower protections cannot be waived by any agreement, policy, form, or condition of p oyment Whistleblowing is defined as making a disclosure "that the employee reasonably believes" is evidence of any of the following: Gross mismanagement of a Federal contract or grant; A. gross waste of Federal funds An abuse of authority relating to a Federal contract or grant; A substantial and specific danger to public health or safety; or A violation of law, rule, or regulation related to a Federal contract or grant {including the competition for, or negotiation of, a contract or grant). To qualify under the statute, the employee's disclosure crust be made to: A Member of the U.S. Congress, or a representative of a U.S. Congressional Committee; A cognizant U.S. Inspector General; The U.S. Government Accountability Office; A Federal employee responsible for contract or grant oversight or management at the relevant agency; A U.S. court or grand jury; or. A management official or other employee of the Grantee who has the responsibility to investigate, discover, or address misconduct 14 TECHNICAL DIRECTION AND APPROVALS A. IeijeaiMonitor. Performance of the work hereunder shall be subject to technical direction and approval by FLEET' s Principal Investigator, Eric Meyer B. Technical Directions. As used herein, are directions to the Subcontractor that fill in details, suggest possible lines of inquiry, or otherwise complete the general scope of work. The technical directions must be within the terms of this Subcontract and shall not change or modify the terms in any way. For the Subcontractor to accept any inputs from the Technical Monitor, the inputs must be consistent with the scope of work, not constitute new assignment of work or change the expressed terms, conditions or specifications incorporated into this Subcontract, not constitute a basis for an extension of the period of performance or Subcontract delivery schedule, and not constitute a basis for any increase in the cost of the Subcontract. C. Advance novels. The Subcontractor shall obtain from FLEET separate approvals for each plan ardor report produced hereunder prior to finalization and/or enactment. D. Inspection and Acceptance. Inspection and acceptance of all services required hereunder shall be made only by the FLEET Technical Monitor, unless otherwise directed in writing by FLEET. Inspection and acceptance of services and supplies by FLEET shall form the basis for invoice payments. 15. NOTICES FLEET Name P osition Address Phone number e-mail FLEET SCIENCE CENTER • ture Horace Correa Name Chief Financial Officer Title Date SUBCONTRACTOR Name Position Address Phone number e-mail NATIONAL CITY PUBLIC LIBRARY Signature Narne v Title I t�Zz Date End of Subcontract 1.0 The Appendix A Scope of Work will: National City Public Library (Contractor) 1. Participate in monthly meetings, evaluation development and analysis, and project updates 2. Collaborating with NSD and Naval Base San Diego School Liaison Officer to ensure alignment with District scope and sequence and integrate Naval STEM skills and career awareness; 3. Collaborate with project partners for scheduling of programs 4. Communicate with parents and families regarding training opportunities and community STEM events 5. Facilitate programs per schedule below or work with the Company to identify appropriate substitute 6. Recruit role models and!or arrange for their integration into programs 7. Provide invoices to the Company pany on or before the first of eacl .month following a program or quarterly before 1/1, 4/1, 7/1, 10/1 each year 8. Complete data collection surveys and summaries for evaluation and reporting 9. Capture and share petted photos with the Company .0 The FLEET Science Center (Company) will: 1. Coordinate with the project partners to determine and communicate the time and dates of all meetings„ 2.. 3. 4. 5. 6. Promptly pay invoices received for appropriate services 7. Promote collaboration in Social Media and other communications 8. Provide pertinent communication and updates from Department of Navy Provide proj ect management to ensure project goals are met Capture and share the notes from all meetings Co -develop agenda for all meetings with project partners. Provide forms for invoicing and project reporting f 1 Timeline and Payment Schedule Wraparound Services for STEM Learning Grant period - August 1, 2022 through July 31, 2025 TASK TITLE In -school STEM programs After -school STEM programs Parent Workshops Family STEM Teacher Professional Development Curriculum Alignment and Evaluation meetings and efforts National City Public Library Year I w•3 Total Payment per, Total Anticipated Task Anticipated/yr 4 $3,000 Timeline and nt Schedule Submission by the 1st of the Month following programs 1 x0 0 / 1 yearly Tot .l / r $13,000