2 - Draft FP Contract.doc

Contract No. ___________

ARGONNE NATIONAL LABORATORY

BLDG. 201 OCF, 9700 S. Cass Ave., Lemont, IL 60439 Draft Fixed Price AGREEMENT BETWEEN

UCHICAGO ARGONNE, LLC

(Operator of Argonne National Laboratory) and

TBD

UChicago Argonne, LLC, an Illinois limited liability company, operator of Argonne National Laboratory and herein called the "Laboratory", acting under Prime Contract No. DE-AC02-06CH11357, as amended, with the United States Government (called the "Government"), represented by the U.S. Department of Energy (called the "Department" or "DOE"), desires TBD (called the "Contractor"), a _________ FORMTEXT organized under the laws of the State of , to perform the services set forth under Article I of this contract, and the Contractor is willing to perform such services.

THEREFORE, the parties mutually agree as follows:

SCHEDULE

ARTICLE I - DESCRIPTION OF WORK

The Contractor shall furnish the personnel, facilities, equipment, materials and supplies necessary to perform the work described in Appendix "B" - Argonne National Laboratory Statement of Work entitled, "Cloud Broker & ATO-Ready Secure Cloud Enclave for AWS and GCP,” dated 06/01/2024, attached to and hereby made part of this contract.

ARTICLE II - DELIVERY

A.

All work required under the terms of this contract shall be completed and delivered to the Laboratory, F.O.B., Lemont, Illinois no later than [One Hundred Twenty Days From Date of Award].

B.

Deliver to:

Tech Rep (Email) Courtesy Copy of Cully M. Johnston Cover Letter to:

Procurement Specialist IV cjohnston@anl.gov C.

If in the opinion of the Laboratory the Contractor fails to maintain progress in accordance with the established delivery schedule, the Contractor shall take, at no additional cost to the Laboratory, such steps as may be necessary or required by the Laboratory to improve progress, including, but not limited to, prompt procurement and expediting of delivery of supplies and materials, the use of additional personnel, an increase in the number of shifts, scheduling of overtime and additional facilities. Failure to take corrective action as necessary or required by the Laboratory under this paragraph in order to maintain progress in accordance with established schedules shall constitute endangering performance of this contract under the “Default” clause of Appendix A, Argonne Terms and Conditions for Fixed-Price Contracts.

ARTICLE III - COMPENSATION

A.

The total price for the work called for in Article I of this contract is $TBD.

B.

In accordance with the schedule set forth below, milestone payments shall be due and payable to the Contractor upon delivery and acceptance by the Laboratory of the following deliverables:

5.1.1

5.1.2

5.1.3

5.1.4

5.1.5

5.1.6

5.1.7

C.

Escalation adjustments will not be made. Drafts will not be honored. Payment shall be made upon the submission of acceptable invoices bearing the contract number, submitted in duplicate to:

AP@ANL.GOV

D.

Terms:

Net 30 days (net 15 for small business concern).

E.

Attached to each billing and copy thereof, there must be furnished the following certification which must be manually signed by an authorized representative of the Contractor:

"I certify that the above bill is correct and just; that the amounts claimed represent fair charges against Argonne National Laboratory and that reimbursement has not and will not be received therefore under any other Government contract or other source of Government funds."

ARTICLE IV - APPLICABLE DOCUMENTATION

The following documents are attached to and hereby made part of this contract:

A.

Appendix "A", "Argonne Terms and Conditions for Fixed-Price Contracts", dated 12/10/2021.

B.

Appendix "B" - Argonne National Laboratory Statement of Work entitled, "Cloud Broker & ATO-Ready Secure Cloud Enclave for AWS and GCP", dated 06/01/2024.

C.

Appendix "D-8", "Intellectual Property Provisions, SUPPLIES AND SERVICES REQUIRING DELIVERY OF DATA," dated 12/12/2023.

D.

Argonne National Laboratory PD-133, “Progress Payments Based on Milestones,” dated 09/02/2015.

ARTICLE V - LABORATORY REPRESENTATIVES

A.

The Authorized Laboratory Procurement Specialist is the only person at the Laboratory who is authorized to change the Scope of Work or any other part of this contract.

B.

All correspondence from the Contractor shall be submitted to the attention of the Laboratory's Procurement Specialist.

C.

Unless the Contractor is otherwise notified in writing, technical questions relating to the work may be discussed with _________, who is the Laboratory's Technical Representative on this contract.

ARTICLE VI - ORGANIZATIONAL CONFLICTS OF INTEREST

A.

Purpose. The purpose of this article is to ensure that the Contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

B.

Scope. The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "Contractor") in the activities covered by this article as a prime Contractor, subcontractor, cosponsor, joint venturer, consultant, or in any similar capacity.

1.

Use of Contractor's Work Product.

a.

The Contractor shall be ineligible to participate in any capacity in Laboratory contracts, subcontracts, or proposals therefor (solicited and unsolicited) which stem directly from the Contractor's performance of work under this contract for a period of three years after the completion of this contract. Furthermore, unless so directed in writing by the Laboratory, the Contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the Contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the Contractor from competing for follow-on contracts for advisory and assistance services.

b.

If, under this contract, the Contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the Contractor shall be ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The Contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Laboratory Procurement Official, in which case the restriction in this subparagraph shall not apply.

c.

Nothing in this paragraph shall preclude the Contractor from offering or selling its standard and commercial items to the Government or Laboratory.

2.

Access to and use of information.

a.

If the Contractor, in the performance of this contract, obtains access to information, such as Department plans, policies, reports, studies, financial or similar Laboratory information plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Laboratory Procurement Official it shall not: (A) use such information for any private purpose unless the information has been released or otherwise made available to the public; (B) compete for work for the Laboratory or the Department based on such information for a period of six (6) months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first; (C) submit an unsolicited proposal to the Laboratory or the Government which is based on such information until one year after such information is released or otherwise made available to the public; and (D) release such information unless such information has previously been released or otherwise made available to the public by the Laboratory or the Department.

b.

In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

c.

The Contractor may use technical data it first produces under this contract for its private purposes consistent within subparagraphs B., 2., a., (A) and (D) of this article and the patent, rights in data, and security provisions of this contract.

C.

Disclosure after award.

1.

The Contractor agrees that, if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Laboratory Procurement Official. Such disclosure may include a description of any action which the Contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. The Laboratory may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Laboratory.

2.

In the event that the Contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the Laboratory Procurement Official may terminate this contract for default.

D.

Subcontracts.

1.

The Contractor shall include a article, substantially similar to this article, including this paragraph, in subcontracts expected to exceed the simplified acquisition threshold determined in accordance with 48 CFR (FAR) Part 13 and that involve performance of advisory and assistance services as that term is defined at 48 CFR (FAR) 37.201. The terms "contract," "Contractor," and "Laboratory Procurement Official" shall be appropriately modified to preserve the Laboratory's and the Government's rights.

2.

Prior to the award under this contract of any such subcontracts for advisory and assistance services, the Contractor shall obtain from the proposed subcontractor or consultant the disclosure required by 48 CFR (DEAR) 909.507-1, and shall determine in writing whether the interests disclosed present an actual or significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the Contractor shall take actions to avoid, neutralize, or mitigate to the satisfaction of the Contractor the organizational conflict. If the conflict cannot be avoided or neutralized, the Contractor must obtain the approval of the Laboratory Procurement Official prior to entering into the subcontract.

E.

Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential, organizational conflict of interest at the time of or after award, the Laboratory may terminate the contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

F.

Waiver. Requests for waiver under this article shall be directed in writing to the Laboratory Procurement Official and shall include a full description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Laboratory, the Laboratory Procurement Official may grant such a waiver in writing.

IN WITNESS WHEREOF, the parties hereby execute this Contract No. TBD.

UCHICAGO ARGONNE, LLC

(Operator of Argonne National Laboratory)

NOT ISSUED

By:

Title:

Date:

Procurement Department

Date:

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