2 Draft Staff Aug BPA.docx.docx

Agreement No. TBD staff aug (October 27, 2023)

ARGONNE NATIONAL LABORATORY

BLDG. 201 OCF, 9700 S. CASS AVE., LEMONT, IL 60439

DRAFT AGREEMENT (DO NOT COMPLETE)

Between UChicago Argonne, LLC (Operator of Argonne National Laboratory)

And

UChicago Argonne, LLC, an Illinois limited liability company, operator of Argonne National Laboratory (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 ________ _________ (called the "Contractor"), a _________ organized under the laws of the State of _________, to perform the work set forth under Article I of this agreement and the Contractor is willing to perform such services. The effective date of this agreement is __________.

THEREFORE, the parties mutually agree as follows:

SCHEDULE

ARTICLE I – DESCRIPTION OF SERVICES – DURATION OF AGREEMENT

A. The Contractor shall furnish to the Laboratory temporary staffing personnel of the category(ies) defined in Appendix “B”, entitled “Temporary Personnel Support”, dated 03/19/2024, attached hereto and hereby made a part of this agreement.

B. The services herein provided for shall be furnished commencing on 09/30/2024 and continuing through 09/30/2026 unless this agreement is extended by the Laboratory. The actual start date planned for the specified individual(s) or labor category(ies) is as specified in the Specific Assignment form for each worker, unless changed by mutual agreement between the parties.

C. Technical Coordination. The Argonne Technical Representative or Call Managers as identified in this agreement, will issue specific assignments defining tasks to be performed within the Statement of Work under this agreement on the “Specific Assignment” form, a copy of which is attached to and made a part of this agreement as Exhibit A - “Sample Specific Assignment”. The contractor, while complying with the Specific Assignment, will ensure that total costs incurred for performance of those agreement activities do not exceed the total funding obligated under this agreement. The Contractor shall indicate their agreement by signing and returning a copy of the specific assignment form to the Laboratory’s Technical Representative or Call Manager(s). No work shall begin until a specific assignment form is signed by both parties.

D. Technical Reports. The Contractor shall prepare, submit to the Laboratory, and/or distribute, as directed by the Laboratory, such reports concerning technical aspects of said work, in such quantity and form (including detail), and at such times, as may be specified in this agreement, or as may otherwise be specified by the Laboratory.

E. Incidental Work. In addition to performing the work set forth in this agreement and/or in paragraph C above, the Contractor shall perform the incidental agreement-related activities provided for under other articles of this agreement and, in connection with the close-out of this agreement upon termination, expiration and/or completion of the work set forth in this agreement, the Contractor shall complete the work described in paragraph C above plus said activities covered by other articles and, subject to the approval of the authorized Laboratory Procurement Official, shall perform such other close-out work as may be appropriate.

F. At any time or times prior to final payment under this agreement, the Laboratory may audit or cause to be made such audit of the invoices or vouchers and substantiating material as shall be deemed necessary. Each payment theretofore made shall be subject to reduction to the extent of amounts which are found by the Laboratory not to have been properly payable and shall also be subject to reduction for overpayments, or to increase for underpayments on preceding invoices or vouchers.

G. Subcontracts. The Contractor shall, when directed by the Laboratory, and may, but only when authorized by the Laboratory, enter into subcontracts or consultant agreements for the performance of any part of the work set forth in this agreement.

ARTICLE II – AUTHORIZATION

The Contractor shall be given no more than ten (10) business days to onboard an individual.

ARTICLE III – ESTIMATE OF TOTAL COSTS, OBLIGATION OF FUNDS, NOTICES, AND COST INFORMATION

A. Total Estimate of Cost. The presently estimated cost of the work under this agreement is _________ Dollars (___________).

B. Obligation of Funds. Pursuant to the “Limitation of Funds” clause in Appendix A, the amount presently obligated by the Laboratory with respect to this agreement is _______ Dollars (________). The period of performance for the estimated obligated amount is through _________.

C. Revisions in Funds Obligated. The amount presently obligated by the Laboratory with respect to this agreement may be increased or decreased unilaterally (except for amounts already committed for authorized work) by the authorized Laboratory Procurement Official by written notice to the Contractor (whether or not by formal modification of this agreement).

D. Limitation of Obligation. Payment by the Laboratory under this agreement on account of allowable costs described in the “Consideration and Allowable Costs” clause in Appendix A shall not in the aggregate at any time exceed the amount obligated with respect to this agreement.

E. Notices. The Contractor shall notify the authorized Laboratory Procurement Official in accordance with the notice requirements of the “Limitation of Funds” or “Limitation of Cost” clause in Appendix A, as applicable.

F. Cost Information. The Contractor shall maintain current cost information adequate to reflect the cost of performing the work under this agreement at all times while the work is in progress and shall prepare and furnish to the Laboratory such written estimates of cost and information in support thereof as the Laboratory may request.

ARTICLE IV – COMPENSATION FOR SERVICES

A. The Laboratory’s normal working hours are 8:30 A.M. to 5:00 P.M., Monday through Friday. The Contractor shall only receive payment for any hours worked outside these specified hours as approved on timecard(s) and/or invoice(s) by the Argonne Technical Representative and/or their designee.

B. The Contractor shall receive as full compensation for all services performed hereunder, hourly billable rates within the appropriate range as specified in Appendix “C” – Rate Schedule, and the specific rate identified under each individual Specific Assignment.

1. Labor. Amounts shall be computed by multiplying the appropriate hourly rate(s) by the number of hours worked as specified in each individual Specific Assignment. Such rate(s) shall include wages, overhead, general and administrative expense, and profit. Fractional parts of an hour shall be payable, on a prorated basis, in 15-minute increments. Invoices may be submitted biweekly (or at more frequent intervals if approved by the Laboratory) to the Accounts Payable Department of the Laboratory. The Contractor shall substantiate invoices by evidence of actual payment and by individual daily job timecards or such other substantiation approved by the Laboratory. Promptly after receipt of each substantiated invoice, the Laboratory shall, except as otherwise provided in this Agreement, and subject to the provision of Paragraph F of ARTICLE I – DESCRIPTION OF SERVICES – DURATION OF AGREEMENT, make payment thereon.

2. Overtime. All temporary personnel support requested under this agreement are expected to meet the criteria of bona fide professional/Learned Professional Exemption. Overtime rates shall not apply.

3. Holidays/Laboratory Closures. Hours worked on Argonne-observed holidays and Laboratory closures must be approved in writing by the Laboratory’s Technical Representative and/or their designee. The written approval shall be submitted as an attachment to the invoice for any holiday/Laboratory closure hours worked.

The official Laboratory Holidays are as follows: New Year's Eve, New Year's Day, Martin Luther King Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, and Christmas Day.

In addition to the Holidays listed above, the Laboratory is closed for normal business on the business days between Christmas Day and New Year's Eve. The specific dates the Holidays are observed depend on the day the Holiday occurs. The Laboratory updates the Laboratory Holiday Schedule on an annual basis.

4. Additional Labor Dollars. In the event that additional labor dollars beyond the total labor dollars initially estimated and set forth in Paragraph A of ARTICLE III - ESTIMATE OF TOTAL COSTS, OBLIGATION OF FUNDS, NOTICES, AND COST INFORMATION are necessary to complete the work set forth in this agreement, the Contractor shall notify the Laboratory in writing, and the parties shall negotiate an increase in the total labor hours, total labor dollars, and estimate of total costs, or limit the work to be performed as may be necessary. Any agreement revising any of the aforementioned items shall be by bilateral written supplement to this agreement. Notwithstanding the parties’ bilateral agreement or the provisions of the “Payments” clause in Appendix A, amounts paid for labor dollars in excess of the total labor dollars initially specified in this agreement shall be at loaded hourly rates, including profit, as set forth in each individual Specific Assignment; unless a change in the work is directed pursuant to the “Changes” clause in Appendix A.

5. Authority to Obligate the Laboratory. The Contractor hereby recognizes that only the authorized Laboratory Procurement Official is authorized to obligate funds under this agreement.

ARTICLE V – MANNER OF PAYMENT

A. The Contractor shall be paid upon submission of properly certified and correct invoices bearing the agreement number to the Accounts Payable Department of the Laboratory as specified in Article IV of this agreement and the Payments clause of Appendix “A”. Such invoices must be sufficiently detailed to permit the identification of the various compensable items under this agreement. Said payments shall be tentative and subject to subsequent audit and adjustment to assure that payment is properly effected in accordance with the provisions of this agreement. Invoices shall be submitted via email to ap@anl.gov.

B. By virtue of submitting an invoice to the Laboratory, Contractor is deemed to make the following certification:

“I certify on behalf of Contractor that the above bill is correct and just; that the amounts claimed represent fair charges against the Laboratory by Contractor and that reimbursement has not and will not be received therefor under any other Government contract, agreement, or other source of Government funds. I further certify that Contractor is in compliance with all payroll and employment tax obligations relating to all Contractor personnel who have provided services, work or products under this agreement. I acknowledge and agree that the Laboratory is relying on the foregoing certifications, among other information, as a material condition for payment of the bill and that providing false information may be grounds for prosecution under the False Claims Act and other laws”.

C. Terms: Net 15 days

ARTICLE VI – REPRESENTATIVES

A. Contractor:

B. Argonne:

1/ The authorized Laboratory Procurement Official is the only person at the Laboratory who is authorized to change the Statement of Work or any part of this agreement.

C. All letters and notices from the Contractor shall be submitted to the attention of the person listed in B.1. above. All replies from the Laboratory shall be from the Procurement Department.

D. The Laboratory Call Managers designated under this agreement are: [TBD]

E. Unless the Contractor is otherwise notified in writing, technical questions relating to the work may be discussed with the Laboratory's Technical Representative listed in B.2. above.

ARTICLE VII - APPLICABLE DOCUMENTATION

The following documents are attached hereto and hereby made a part of this agreement.

A. Appendix "A", Argonne Terms and Conditions for Labor-Hour and Time and Materials Contracts, ANL-528, dated 02/01/2022, and Appendix “A” Addendum 1 – List B, dated 03/19/2024.

B. Appendix "B", Argonne National Laboratory Statement of Work entitled, "Temporary Personnel Support”, dated 03/19/2024.

C. Appendix "C", Rate Schedule, dated TBD.

D. Appendix “D-12”, Intellectual Property Provisions, Job Shop (Employee-Like Waiver), dated 12/12/2023.

E. Appendix “E”, Low Risk Work by Contractors On the Argonne Site Supplemental Conditions, ANL-366L, dated 09/01/2023.

F. Exhibit A, Specific Assignment (Sample).

G. Privacy Act (APR 1984)/Training (2017), Argonne National Laboratory PD-132, dated 11/18/2021.

H. PRIVACY ACT NOTIFICATION (APR 1984), Argonne National Laboratory PD-163, dated 09/25/2020.

I. Facility Clearance (Aug 2016) Notices, PD-111, dated 10/29/2020.

J. Control of Government Property – Contractor Requirements, PD-150, dated 08/31/2023, Argonne National Laboratory Contract Property Management Government Property Acquisition Record, ANL661, dated 08/31/2023, and Property Management Self-Evaluation Questionnaire, ANL-642, dated 09/08/2023. (NOTE: Property Management Self – Evaluation Questionnaire shall be returned with your proposal and approved prior to award but will not be a contract document).

K. Display of Hotline Poster(s)(NOV 2021), PD-14, dated 05/02/2022.

ARTICLE VIII - HIRING OF CONTRACTOR PERSONNEL

At its discretion, the Laboratory may hire any of the personnel supplied at no charge to the Laboratory.

ARTICLE IX - GUARANTEE

A. The Contractor guarantees that all individuals assigned to perform work under this agreement will maintain satisfactory standards of competency, conduct, and integrity. The Contractor shall immediately remove from the work assigned under this agreement any employee of the Contractor who, at the sole discretion of the Laboratory, is found to be unsatisfactory in technical performance or personal conduct. The Laboratory reserves the right to bar any individual furnished by the Contractor from accessing its site and systems who engages in behavior that is harassing or threatening or presents a threat to safety or security. In situations where the assigned individual furnished by the Contractor is determined by the Laboratory to be incapable of performing the tasks in a satisfactory manner, the Contractor will immediately remove the individual from the project and with the approval of the Laboratory replace with a candidate qualified to perform the scope of work. The Laboratory will not be charged for any costs associated with replacing individuals removed pursuant to this Article. Should the Laboratory be dissatisfied with the performance of an individual assigned within the first five (5) days, the assigned individual’s services during that period shall be free of charge.

B. The Contractor is responsible for collecting any Laboratory property in the possession of removed individuals and immediately returning it to the Laboratory as directed by the Laboratory. The Contractor ensures that property assigned under this agreement will only be used for purposes authorized in the agreement. The Contractor will be accountable for any unreturned Laboratory property.

C. This Article shall in no in any way affect the right of the Contractor, in its sole discretion as employer, to hire, assign, reassign, discipline, or separate from employment its employees.

ARTICLE X – CONTRACTOR EMPLOYEES

A. It is understood and agreed that the individuals to be furnished by the Contractor under this agreement are not employees of the Laboratory and are entitled to no employee benefits or privileges nor any payment from the Laboratory, except such payments as set forth in PAYMENTS clause in Appendix “A”. All such payments shall be made to the Contractor and no payments shall be made to any of the Contractor’s employees. The Contractor has a responsibility to convey this fact to its personnel performing work for the Laboratory under this agreement.

B. All Contractor personnel providing services, work, or products under this agreement must be formally employed by the Contractor or by one of Contractor's lower-tier subcontractors, unless otherwise agreed to between the parties.

C. Consistent with the foregoing requirements, the Contractor shall ensure that all payroll taxes and any other employment taxes, if applicable, are withheld and remitted to the proper tax authority, whether by the Contractor or its lower-tier subcontractor(s), for all personnel performing services or work under this agreement. The Contractor agrees that the Contractor and its lower-tier subcontractor(s), not the Laboratory, are responsible for payroll tax or other employment tax obligations in connection with any personnel performing services or work under this agreement, and for unemployment, health, pension, or other benefits for personnel performing services or work under this agreement. Severance expenses shall not be included in the Labor rate calculations. Severance will be reimbursed if it is mandated by local labor laws and if the Laboratory determines the reimbursement is allowable under FAR 31.205-6(g). In such case, severance is a one-time expense at the end of the employment term and is often negotiable depending on the conditions of the termination.

D. With respect to all services and work performed under this agreement, and to all personnel performing services and work under this agreement, Contractor shall defend, indemnify and hold free and harmless the Laboratory, University of Chicago, the U. S. Department of Energy, and their respective officers, employees, agents, directors, and representatives, from and against any and all liability, suits, claims, demands, damages, costs, expenses (including reasonable attorneys' fees), losses, fines, penalties, taxes, back taxes, or interest arising out of or in connection with the following: payroll tax or other employment tax obligations, unemployment, health, pension, or other benefits, employment related claims whether for discrimination, wrongful termination, harassment, retaliation, or otherwise, and any alleged or actual negligence or other conduct by personnel performing services or work under this agreement.

ARTICLE XI – PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL

The Contractor shall comply with agency personal identity verification procedures identified in the agreement that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201 and the paragraph entitled “Personal Identity Verification of Contractor Personnel (JAN 2011)” included in “Low Risk Work by Contractors on the Argonne Site Supplemental Conditions,” if applicable.

ARTICLE XII – RADIATION PROTECTION

In the event that the Laboratory identifies a requirement in which a contractor employee may have to access controlled areas, including radiological areas, the Laboratory will provide personnel monitoring devices and services to the Contractor, as necessary. The Laboratory services will include issuance, retrieval, processing, and recordkeeping for the devices.

Local personnel monitoring instrumentation is available in most facilities at the Laboratory. These devices are mainly hand and foot counters and portable instruments used for contamination checks of the individual. The areas requiring usage are posted. Procedures associated with their usage and response procedures if the devices give an alarm, are posted at the devices. These procedures must be followed by all personnel.

ARTICLE XIII – BACKGROUND CHECKS

At the Contractor’s expense, the Contractor will perform background and qualification checks for all employees selected for assignment to the Laboratory as required by the Laboratory. Contractor shall obtain a form from each employee certifying that the employee has no Conflict of Interest regarding the work performed under the assignment.

ARTICLE XIV - 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 agreement, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this agreement.

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 agreement for a period of three years after the completion of this agreement. Furthermore, unless so directed in writing by the Laboratory, the Contractor shall not perform any advisory and assistance services work under this agreement 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 agreements for advisory and assistance services.

b. If, under this agreement, 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 agreement, 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 agreement 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 agreement, 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 agreement 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 agreement.

C. Disclosure after award.

1. The Contractor agrees that, if changes, including additions, to the facts disclosed by it prior to award of this agreement, occur during the performance of this agreement, 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 agreement 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, the Laboratory may terminate this agreement for default.

D. Subcontracts.

1. The Contractor shall include an 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," “agreement,” "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 agreement 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 agreement, including the existence of an actual or potential, organizational conflict of interest at the time of or after award, the Laboratory may terminate the agreement for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this agreement.

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 agreement No. TBD.

UCHICAGO ARGONNE, LLC

(Operator of Argonne National Laboratory)

UNOFFICIAL COPY

By:

Title:

Procurement Specialist 3

Title:

Date:

Procurement Department

Date:

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