Attachment 2_Sample Basic Ordering Agreement.pdf

BASIC ORDERING AGREEMENT

NO. BOAXXXX-Y

WITH

[SUBCONTRACTOR]

FOR

AUDIT SERVICES:

Pre-Award, Interim, Forward Pricing and Closeout

PRINCETON PLASMA PHYSICS LABORATORY

PRINCETON, NEW JERSEY

PRINCETON PLASMA BOA NO. BOAXXXXX-Y

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BASIC ORDERING AGREEMENT

by and between

THE TRUSTEES OF PRINCETON UNIVERSITY

Represented by Princeton Plasma Physics Laboratory (hereinafter called “Princeton”, “PPPL”, “Princeton Plasma Physics Laboratory” and “Buyer”)

AND

[Subcontractor]

A corporation organized and existing under the laws of the state of [TBD] and having an office and place of business at [TBD] (hereinafter called “Subcontractor” or “Seller”). “Princeton” and the “Subcontractor” constitute the “Parties” referenced in this Basis Ordering Agreement.

INTRODUCTION

This Basic Ordering Agreement (BOA) is effective upon execution by The Trustees of Princeton University, manager and operator of the Princeton Plasma Physics Laboratory (PPPL), and is between the Trustees of Princeton University, whose principal office is located in Princeton, New Jersey and [ENTER LEGAL NAME OF SUBCONTRACTOR HERE] (hereinafter called “Subcontractor”), whose principal offices are located in [CITY, STATE].

The Trustees of Princeton University have entered into Contract No. DE-AC02-09CH11466 (hereinafter called “Prime Contract”) with the United States (U.S.) Department of Energy (hereinafter called the "DOE"), an agency of the U.S. Government (hereinafter called “Government”), for the management and operation of the Princeton Plasma Physics Laboratory (hereinafter called “PPPL”).

This agreement is entered into in furtherance of the performance of the work provided for in the Prime Contract.

This Basic Ordering Agreement does not bind nor purport to bind the Government of the United States.

ARTICLE I - TYPE OF AGREEMENT AND OPERATION

The purpose of this BOA is to specify in writing the agreement of the parties to the terms and conditions that will apply to Job Orders issued under this BOA and the method of issuing Job Orders and of establishing their price.

Job Orders may be issued by PPPL, from time to time, to assign PPPL work requirements to the Subcontractor.

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Prior to the issuance of a Job Order for work under this BOA, the PPPL Procurement Specialist will provide in writing to the BOA Subcontractors a description of the work and request a written price estimate for the performance of the work on a Fixed-Price or Time and Materials basis. Also, any evaluation factors other than price will be stated in the request. Subcontractor agrees to submit the estimate and other requested information within five working days of receipt of the request, unless required sooner.

Subcontractor's cost estimate or price proposal shall be prepared in accordance with the rates, and terms and conditions set forth in this BOA and shall include and identify all costs to perform the work including labor costs, material and equipment estimates.

A Fixed-Price or Time and Materials Job Order will be established by mutual agreement of the parties, based upon Subcontractor's cost estimate and other factors.

Subcontractor shall not initiate any work prior to receipt of written Job Order from the PPPL Procurement Specialist. Upon receipt of the written Job Order, technical assignments and authorizations regarding the work will be issued by the Princeton Technical Representative (PTR).

Written Job Orders will be sequentially numbered and will contain, where possible the following:

· Identification of the Project

· A Statement of Work

· Required Project completion date

· The Job Order total price

Although a Job Order may include modifications to terms and conditions applicable only to that particular Job Order, Job Orders are not to be considered as modifications to this BOA. Separate BOA Modifications will be issued to modify the terms and conditions set forth herein.

Issuance of Job Orders for Subcontractor's services hereunder is wholly within the discretion of PPPL.

Nothing herein shall be construed to require PPPL to use these services for any purpose or to limit PPPL's use of its own employees or other Subcontractors to perform similar work at PPPL.

ARTICLE II - PERIOD OF PERFORMANCE AND OPTION PERIODS

The term of the proposed Basic Ordering Agreement (BOA) is two (2) years from the [effective date], with option to extend the performance period for three (3) consecutive twelve (12) month periods; a total of five

(5) years if all options are exercised.

This Agreement is renewable, at the option of PPPL, by the giving of written notice of renewal to the Subcontractor within thirty (30) days of the expiration date of the Agreement. The total duration of this Agreement, including the exercise of any options under this clause, shall not exceed five (5) years.

Job Orders, written pursuant to Article VI - IMPLEMENTATION OF JOB ORDER(S), may be issued at any time during the term of this Agreement, and the period of Job Order performance may extend beyond the performance period of the Agreement.

ARTICLE III - OPTION TO EXTEND

PPPL shall have the unilateral right to extend the BOA performance period by written notice to the Subcontractor within thirty (30) days before the expiration of the current BOA performance period. Once a final determination has been made to exercise the option, a modification to the BOA extending the performance period will be issued.

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The notice of intent to exercise the option does not commit PPPL to the extension of the BOA performance period.

ARTICLE IV - STATEMENT OF WORK

1. Subcontractor agrees to perform, upon receipt of an appropriate BOA Job Order the work required by the Job Order Statement of Work, maintaining full compliance with Princeton Plasma Physics Laboratory (PPPL) Statement of Work for “Audit Services: Pre-Award, Interim, Forward Pricing and Closeout” Risk Categorization: Exempt: Dated October 22,2024. (BOA SCHEDULE B) and any other documents included or referenced therein or elsewhere in this BOA.

2. Subcontractor agrees to provide all audit services in accordance with the Generally Accepted Government Auditing Standards (GAGAS), and International Professional Practices Framework (IPPF), which includes the Code of Ethics and the Standards, published by Institute of Internal Auditors (IIA). The work will be on a per audit basis, either as a fixed-price, or as time-and-material Job Orders.

3. Subcontractor personnel, including approved lower tier subcontractor personnel, assigned to perform work in accordance with the requirements of the SOW incorporated under a PPPL subcontract shall meet the qualifications, experience and continuing professional educational requirements prescribed by IIA Standards and Code of Ethics as follows:

● Bachelors, in accounting, business or related field with a minimum of 2 years of audit experience or the equivalent combination of education and job-related experience;

● Certified Internal Auditor (CIA) and/or Certified Public Accountant (CPA) a plus;

● Strong ability to evaluate and test internal controls;

● Ability to organize, plan, prioritize and complete assignments with little supervision and within a prescribed time frame;

● Ability to conduct sensitive investigations and maintain confidentiality of information;

● Skilled in the use of personnel computer software such as Microsoft Office;

● Skilled in the use of Audit Command Language (ACL) software is preferred;

● Ability to present findings, observations, ideas and recommendations; and

● Defense Contract Audit Agency (DCAA) experience is highly desirable;

● Willing to travel to subcontractor/supplier sites at either domestic or foreign location.

ARTICLE V-RATE SCHEDULE

The Subcontractor shall use rates set forth below, in the preparation of price proposals or cost estimates:

A. Direct Labor Cost or Direct Labor Rate - These terms mean hourly wages paid by the Subcontractor to its personnel for hours the personnel actually worked as authorized by PPPL in Job Orders issued under this Agreement.

B. Fully Burdened Rate: Costs include but are not limited to payroll taxes, pension costs, health insurance, dental insurance, and any other benefits provided to subcontractors’ personnel.

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C. Subcontracted Personnel - This term, as used throughout this Agreement, shall mean the personnel assigned to work at PPPL by the Subcontractor and remain employees of the Subcontractor and not of PPPL.

FULLY BURDENED CHARGE OUT RATES: [SUBCONTRACTOR PERSONNEL]

Base Period (2 years)

Direct Labor Category Rate Per Hour (fully burdened rate)

Partner/Principle $

Engagement Manager $

Senior Auditor $

Staff Auditor $

Option Period 1 (1 Year)

Partner/Principle $

Engagement Manager $

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Option Period 2 (1 Year)

Partner/Principle $

Engagement Manager $

Option Period 3 (1 Year)

Partner/Principle $

Engagement Manager $

ARTICLE VI - TRAVEL

Travel Directed by PPPL

PPPL may, at its direction, direct travel of the Subcontractor’s personnel in the conduct of PPPL’s business. Reimbursement shall be made through the Job Order and shall be in accordance with PPPL’s General Guidelines for Subcontractor Travel.

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ARTICLE VII - IMPLEMENTATION OF JOB ORDER(S)

Subcontracted personnel shall not commence any work (on or off site), nor report for the assignment without the fully executed Job Order.

A. To define the specific services, specific rates and period of performance, PPPL shall issue a bilateral Job Order (see Schedule D) to the Subcontractor for each request of services for qualified personnel.

B. Each Job Order shall be subject to the provisions of this Agreement, and no Job Order shall be construed as a modification of the Agreement. In the event of an inconsistency between the Job Order and the Agreement, the latter shall govern.

C. Job Orders issued during the term of this Agreement may be written for a period exceeding the term of the Agreement but may not be extended after the end of this Agreement term.

D. It is understood that this Agreement does neither require nor obligate PPPL to engage any minimum number of personnel or to issue any minimum number of Job Orders.

E. PPPL reserves the right to provide feedback to the Subcontractor’s Account Manager and expect that any performance concerns are addressed immediately. The Subcontractor will have the opportunity to furnish replacements for any professional personnel whose performance fails to meet the minimum qualifications or who fail to comply with PPPL policies and procedures.

F. During the performance period of the Job Order, and while the Subcontractor’s personnel are performing services for PPPL, an appointed PPPL technical point of contact will oversee the work completed by the Subcontractor’s personnel and provide feedback to the Subcontractor.

The Job Order shall not be construed in any manner which infers that the Subcontractor’s personnel are employees of PPPL. By virtue of the Agreement, they shall continue and remain employees of the Subcontractor.

G. PPPL shall provide such working space, equipment, furniture, facilities, and utilities as may be required for performance of said service by the Subcontractor’s personnel while they are working at PPPL.

H. A Job Order may be changed by mutual agreement of both parties. Any change to a Job Order shall be in the form of a written Amendment to that Job Order.

I. A Job Order may be terminated by PPPL at any time without prior written notice. Confirming written notification shall be provided; however, failure to provide written confirmation shall not invalidate any termination.

J. Authorization to commence work shall be solely upon the receipt of a fully executed Job Order.

K. Amounts specified on Job Orders represent the maximum ceiling (an amount not to exceed) and approved funding limit. PPPL will only reimburse for the actual costs incurred. Such amounts may not be exceeded without written approval of PPPL.

L. PPPL and the Government shall, in additional to any other rights of audit authorized by this

Agreement, have the right to examine the records of the Subcontractor to ensure that direct labor rates actually paid Subcontractor’s personnel conform to the appropriate Job Orders and to the terms and conditions of this Agreement. PPPL shall have the remedy to recover excess costs paid to the Subcontractor if it is shown that actual reimbursement to the Subcontractor’s personnel was less than that specified in the Job Order relating to that Subcontractor’s personnel.

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M. By the terms and conditions of this Agreement, Job Orders written pursuant to this Agreement shall be construed as automatically incorporating the terms and conditions of this Agreement and shall be subject to the same.

ARTICLE VIII - LOWER-TIER SUBCONTRACTS

The Subcontractor agrees that as required by Equal Employment Opportunity Clause (PPPL General Terms and Conditions for Commercial Items and Services, Clause A47), it will notify the local Office of Federal Contract Compliance Programs (OFCCP) in writing within ten working days of award of any lower-tier Subcontract in excess of $10,000 made under any Job Orders. The notification must include:

· Name, address and telephone number of the lower-tier subcontractor;

· The lower-tier subcontractor’s employer identification number;

· Estimated dollar amount of the lower-tier subcontract;

· Estimated starting and completion dates of the lower-tier subcontract; and

· Geographic area (NJ Middlesex) in which the subcontract is to be performed.

The address of the local OFCCP office is:

OFCCP Regional Office

201 Varick Street, Room750

New York, NY 10014

ARTICLE IX - PROMPT PAYMENT FOR SMALL BUSINESS

Based on the Subcontractor's representation that it is a small business as defined by the US Small Business Administration, PPPL will make every practicable effort to pay the subcontractor Net 15 days from the latter of (1) receipt of the Subcontractor’s proper invoice, if required, or (2) delivery of items/completion of work.

Any offered discount shall be taken if payment is made within the discount period that the Subcontractor indicates. Payments shall be made either by check or electronic funds transfer, at the option of Princeton.

Payment shall be deemed to have been made as of the date of the check or the date on which an electronic funds transfer was made.

ARTICLE X - PAYMENTS

A. PPPL shall reimburse the Subcontractor in accordance with this ARTICLE for work performed under a Job Order issued under this BOA.

B. The funds obligated under this Basic Ordering Agreement shall be shown on each individual Job Order written pursuant to this Agreement. PPPL will not be obligated to reimburse the Subcontractor for costs incurred in excess of the total amount allotted to each individual Job Order.

The subcontractor is not obligated to continue performance under any Job Order or otherwise incur costs in excess of amount specified, until a modification of the Job Order is executed to increase the funding and amount specified.

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C. Invoices shall bear the following certification signed by a responsible official of the Subcontractor:

"The undersigned certifies that the information set forth herein is true and correct and may be used as a basis for payment for work performed.

[Authorized Subcontractor’s Personnel]”

D. Invoices for work accomplished in accordance with each Job Order shall be submitted electronically

(PDF format) to the following email address, or mailed to the following mailing address:

Email:

Accounts_Payable@ pppl.gov

Mailing Address:

Princeton Plasma Physics Laboratory PO Box 451 Princeton, New Jersey 08543

ATTN: General Accounting - BOA [XXXXX-

XXX]

To expedite the payment process, please submit one invoice per email and include in the subject line of the email the following:

BOA Number BOA[XXXXX-XXX]

Subcontractor Name

Invoice Attached

Example: Subject: BOA[XXXXX-XXX] - Invoice Attached

E. For Time and Materials Job Orders, the following additional support documents must be submitted with the invoice:

a. A summary of billable fully burdened rate, worked by an employee, by labor category (if applicable), by his/her labor billing rate, supported by a copy of the Princeton Technical Representative approved Time Sheet(s); and

b. A list of parts/other materials and equipment provided by Subcontractor and used in the performance of the requirements of this Subcontract. Invoices, bills, receipts or other supporting documentation shall be provided to support material costs included on the invoice.

mailto:Accounts_Payable@pppl.gov mailto:Accounts_Payable@pppl.gov

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F. All payroll deductions for the Subcontractor’s personnel shall be deducted by and remain the responsibility of the Subcontractor.

G. It is the responsibility of the Subcontractor to reconcile payments by PPPL to their records, and to notify PPPL of any discrepancies. PPPL shall not be liable for lost time attributable to lateness, illness, holidays, acts of God, or other causes of non-performance beyond the reasonable control of PPPL. PPPL shall in no instance pay the Subcontractor’s personnel directly or assume responsibility for nonpayment of any personnel by the Subcontractor.

ARTICLE XI - OBLIGATION

The funds obligated under this Basic Ordering Agreement shall be shown on each individual Job Order written pursuant to this Agreement. The Subcontractor is not obligated to continue performance under any Job Order or otherwise incur costs in excess of amount specified, until a modification the Job Order is executed to increase the funding and amount specified. PPPL is not obligated to compensate Subcontractor for expenses incurred or commitments made before or after the [effective date] unless an Option period is exercised with formal written notification and modification to this Subcontract Agreement.

ARTICLE XII - TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

1. The following technical and administrative representatives are designated for this subcontract:

Subcontractor:

Princeton

Technical Representative

(PTR)

[TBD]

Procurement Specialist

Cheryl Colan ccolan@pppl.gov

609.243.3486 mailto:ccolan@pppl.gov

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2. Princeton’s Technical Representative (PTR) will be responsible for day-to-day clarifications and guidance as may be required within the scope of the subcontract Statement of Work (SOW). The PTR is not authorized to direct changes in the subcontract scope of work, subcontract price or subcontract terms and conditions.

3. Contacts with PPPL regarding prices, terms, quantities, deliveries and financial adjustments shall only be made with the PPPL-designated Procurement Specialist. Agreements and/or actions taken by the Subcontractor, which by their nature effect a change to this subcontract, shall only be binding upon PPPL when such agreement or action is specifically authorized in writing by PPPL's Procurement Specialist. Any change undertaken by the Subcontractor without the written consent of PPPL’s designated Procurement Specialist is at the Subcontractor’s own risk and not binding on PPPL. All correspondence and communication between the Subcontractor and PPPL shall be addressed and directed to PPPL's Procurement Specialist.

4. Except for those instances identified in the Statement of Work where PPPL specifically directs the Subcontractor to communicate directly with others, PPPL shall be responsible for all liaison and communication with the Government and/or PPPL's customers as well as Princeton's other Subcontractors for the length of this BOA.

ARTICLE XIII - SAFETY CERTIFICATIONS

A. All Subcontracted personnel, while assigned to work on-site at PPPL, must report to the Office of Human Resources at the beginning of his/her first day at PPPL, prior to reporting to his/her work site. The PPPL Office of Human Resources is located on the first floor of the Lyman Spitzer Building (LSB). Each Subcontractor’s personnel will be required to complete an ID Badge Data Sheet and will be given instructions on how to obtain a Photo-ID Badge, if required. Subcontracted personnel must always wear their Visitor Photo-ID Badge while on-site at PPPL and may be held accountable for the loss and replacement value.

B. Subcontractor’s personnel that expect to work on-site at PPPL for forty (40) hours or more shall be required to take PPPL’s General Employee Training (GET) Course (which is approximately two (2) hours in length). It is anticipated that this training be completed on the first day when processing through the PPPL Office of Human Resources.

C. Upon completion or termination of the assignment, the Subcontractor’s personnel must report the PPPL Office of Human Resources for out-processing. This normally occurs on the last day of the assignment. Subcontractor’s personnel should email the Office of Human Resource at hr-staff@pppl.gov to arrange for an out-processing appointment. The Check Out Sheet must be completed and submitted during out-processing.

D. In the event that the Subcontractor’s personnel leave without processing through the PPPL Office of Human Resources, it is the Subcontractor’s responsibility to ensure that all exit items are reconciled with PPPL, including the return of all PPPL ID Badges and office equipment. PPPL

RESERVES THE RIGHT TO WITHHOLD PAYMENT AGAINST ANY UNLIQUIDATED JOB

ORDER INVOICES UNTIL ALL OUT-PROCESSING REQUIREMENTS HAVE BEEN SATISFIED.

ARTICLE XIV - IDENTIFICATION BADGES

Each Subcontractor employee working on-site under this Subcontract will, upon successful completion of required "General Employee Training (GET) (See ARTICLE XI above), receive a Picture ID Badge. Those not requiring training (will be working on-site at PPPL less than 40 work hours during the next twelve months) will be issued daily badges (“one day” badges), by the PPPL entry gate Security Guard, a “one

PHYSICS LABORATORY Page 12 of 13 day” badge that may be disposed of at the end of the day. Prior to the final closeout of this BOA the Subcontractor will be responsible for the return of all Picture ID badges issued to their personnel and to personnel of their lower-tier Subcontractors. PPPL reserves the right to withhold final payment until such time that all assigned Picture badges have been properly returned to PPPL.

ARTICLE XV - INSURANCE

An insurance certificate that conforms to the requirements of PPPL General Provisions Clause T4. TERMS AND CONDITIONS OF INSURANCE must be submitted by Subcontractor to PPPL for review and approval within ten calendar days after BOA award and must be approved by PPPL before any work may be performed under this BOA. The Liability and Professional insurance maintained as required by PPPL General Provisions Clause T4 Terms and Conditions of Insurance will include “The Trustees of Princeton University, including its officers, employees and agents and the U.S. Government shall be named s additional insured’s.”

ARTICLE XVI - INSOLVENCY

PPPL reserves the right to cancel this Agreement, by written notice to the Subcontractor, upon the happening of a voluntary filing of a petition under the bankruptcy laws of the United States, the execution of an assignment for the benefit of creditors, a calling of a meeting of creditors, an appointment of a dissolution or liquidation agent or committee, or an application for the appointment of a receiver. The Subcontractor shall immediately inform PPPL, in writing, of any such occurrence.

ARTICLE XVII - ORDER OF PRECEDENCE

A. BASIC ORDERING AGREEMENT

B. General Provisions for Non-Commercial Subcontracts (BOA Schedule A)

a. PPPL-PD-CTC (Commercial); Rev. 26; FEB2024

b. PPL-PD-D (Fixed Price).doc.; Rev.10; Sept2022

c. Part F - Time & Materials-Rev 10 Feb2024

d. Part T - Provisions for Work Performed on the PPPL Site, PPL-PD-T; Rev5 Sept2022

e. Subcontractors-Travel Guide (current revison)

C. Princeton Plasma Physics Laboratory (PPPL) Statement of Work for “Audit Services: Pre-Award, Interim, Forward Pricing and Closeout” Risk Categorization: Exempt: Dated October 22,2024.

(BOA SCHEDULE B)

D. Offeror Information and Pricing (BOA SCHEDULE C)

E. Non-Disclosure Statement Form (SCHEDULE D)

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IN WITNESS WHEREOF, the Parties hereto have executed this Basic Ordering Agreement.

[SUBCONTRACTOR NAME] THE TRUSTEES OF PRINCETON

UNIVERSITY

BY: BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE: