Attachment 2_SAMPLE Basic Ordering Agreement Master.pdf

PRINCETON PLASMA BOA AGR 25XXXX

PHYSICS LABORATORY Basic Ordering Agreement Page 1 of 10 Pages

THIS BASIC ORDERING AGREEMENT (BOA) AGR 25XXX

by and between

THE TRUSTEES OF PRINCETON UNIVERSITY

represented by Princeton Plasma Physics Laboratory (hereinafter called "Princeton", "Princeton Plasma Physics Laboratory", "PPPL", or "Buyer") and

TBD

a Corporation incorporated under the laws of TBD and having an office and place of business at TBD (hereinafter called "Subcontractor", or "Seller").

This agreement (the "Agreement") is hereby entered into between Subcontractor and Princeton, the latter acting under Prime Contract No. DE-ACO2-09CH11466 with the United States of America (hereinafter called the "Government"), represented by the United States Department of Energy (hereinafter called the "Department").

PPPL and Subcontractor may be collectively referred to as the “Parties”.

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

The Parties do mutually agree as follows:

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.

Prior to the issuance of a Job Order for work under this BOA, the PPPL Procurement Specialist will provide in writing to the BOA Subcontractor’s 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 the parties, based upon Subcontractor's cost estimate and other factors.

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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 AGREEMENT AND OPTION PERIODS

The term of the proposed Basic Ordering Agreement (BOA) is one (1) year from the date of full execution, with the option to extend the performance period for four (4) consecutive twelve (12) month period; 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 prior to the expiration date of the Agreement. Such preliminary notice shall not be deemed to commit PPPL to renewal. If PPPL exercises this option for renewal, the order as renewed shall be deemed to include this option provision. However, 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 VII - 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 - 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 PROFESSIONAL & EXECUTIVE LEADERSHIP COACHING SERVICES Category: A3 DATED: June 2, 2025; REVISION- 00. (BOA SCHEDULE B) and any other documents included or referenced therein or elsewhere in this BOA.

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2. Subcontractor agrees to furnish, as appropriate, the services of a qualified professional who will provide leadership and/ or executive coaching services, develop rapport based on commitment and trust for each client, and deliver Professional and Executive Coaching Services, New and Mid-Level Coaching, and Other Services as identified in the Statement of Work by the issuance of BOA Fixed- Price or Time and Materials Job Orders.

3. Personnel to be assigned to perform work must have the minimum qualifications as identified in

Schedule B, Statement of Work.

4. The following individual is designated as the Subcontractors KEY PERSONNEL

Subcontract Key Personnel

TBD TBD

ARTICLE IV - RATE SCHEDULE

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

1. Definitions:

• Direct Labor Costs 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 issues under this Agreement.

• 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.

• 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.

2. Labor Rates:

Labor Category/ Title

Min.

Edu

Min.

Exp.

Remote /phone /video

Unit Of Measure

Base Year

Option Year

Option Year

Option Year

Option Year

Senior Executive Coach Hour $ $ $ $ $

Executive Coach Hour $ $ $ $ $

Team Leads Coach Hour $ $ $ $ $

Leadership Coach Hour $ $ $ $ $

Hour $ $ $ $ $

Hour $ $ $ $ $

Hour $ $ $ $ $

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3. MATERIALS AND LOWER TIERED SUBCONTRACTOR (Applicable to Time and Materials Job Orders). The Subcontractor will be reimbursed for actual costs (including any freight/shipping charges) incurred for purchase of materials for use under this Subcontract, as verified by submittal of invoices, receipts or other supporting documentation. There will be no mark up for materials or lower tiered subcontractor(s).

ARTICLE V- TRAVEL (if applicable) Travel- will be estimated for all request using the PPPL’s General Guidelines for Subcontractor 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.

Travel will be in accordance with PPPL’s General Guidelines for Subcontractor Travel.

ARTICLE VI-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 project, Statement of Work, specific rates and period of performance, PPPL shall issue a Job Order to the subcontractor for each request of services.

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 and expects that any performance concerns are addressed immediately. The subcontractor will have the opportunity to furnish replacements for any subcontracted 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 representative will oversee the work completed by the subcontractor’s personnel and will provide feedback to the subcontractor.

G. 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.

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H. PPPL shall provide each 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.

I. 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.

J. 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 be invalidate any termination.

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

L. Amounts specified on Job Orders represent the maximum ceiling (an amount not to exceed) and approved funding limit. Such amounts may not be exceeded without written approval of PPPL.

M. 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 to 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.

N. 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 VII - 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

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ARTICLE VIII - PROMPT PAYMENT FOR SMALL BUSINESS (IF APPLICABLE)

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 IX – PAYMENTS

A. PPPL shall establish a method for documenting and verifying the hours worked by Subcontractor personnel. Timesheets or other verifiable documentation shall be provided by the Subcontractor and maintained by PPPL and used to verify and support the hours shown on the invoice by the Subcontractor. The Subcontractor shall submit no more often than every two weeks, but at least once a month, if chargeable work has been performed during the month, report to include the following:

a. Subcontractor’s Personnel Name

b. Basic Ordering Agreement Number, including the Job Order Number (BOA AGR-

XXXX)

c. Period of Performance

d. Hours Worked

e. Individual’s Total Pay

f. Account Number(s)

B. Signature of Subcontractor’s Personnel and Authorizing PPPL Personnel

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:

Accounts_Payable@pppl.gov

Address:

Princeton Plasma Physics Laboratory PO Box 451 mailto:Accounts_Payable@pppl.gov

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Princeton, New Jersey 08543 General Accounting – BOA AGR-XXXX

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 AGR-XXXX

Subcontractor Name

Invoice Attached

Example: Subject: BOA AGR-XXXX - Invoice Attached

E. 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 X - TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

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

Subcontractor Representative:

TBD

Princeton’s Representatives:

Technical (a.k.a.

PTR):

Administrative (a.k.a.

Procurement Specialist):

Cheryl Colan (609) 243-3486 ccolan@pppl.gov

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

Page 8 of 10 Pages 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 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 the amount specified, until a bilateral modification the Job Order is executed to increase the funding and amount specified.

ARTICLE XII - SUBCONTRACTOR IN/OUT PROCESSING PROCEDURES

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.

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 XIII - 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

Page 9 of 10 Pages 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 XIV- INTELLECTUAL PROPERTY

Unless otherwise stated, all copyright, trademark, patent and other intellectual property rights that arise directly from Subcontractor’s personnel’s performance hereunder shall belong to Princeton, including but not limited to any works of authorship that the Subcontractor’s personnel create pursuant to this Agreement, which works shall be deemed works-for-hire under federal copyright law.

ARTICLE XV-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 XVI - ORDER OF PRECEDENCE

The following documents incorporated into and made a part of this Basic Ordering Agreement are listed in order of precedence.

1. Basic Ordering Agreement (BOA) B0A AGR -XXXX

2. PPPL General Provisions for Commercial Subcontracts (BOA SCHEDULE A)

a. PPPL General Terms and Conditions for Commercial Items and Services, PPL-PD-CTC;

Rev. 25; (2/2024)

b. Part D - PPL-PD-D (Fixed Price).doc; Rev 10.doc; Sept 2022

c. Part F - Time & Materials or Labor-Hour Subcontracts, PPL-PD-F; Rev. 10; (2/2024)

d. Part T - Provisions for Work Performed on the PPPL Site, PPL-PD-T; Rev. 5; (9/2022)

e. PPPL’s General Guidelines for Subcontractor Travel

3. Statement of Work for “PROFESSIONAL & EXECUTIVE LEADERSHIP COACHING SERVICES

Category: A3 DATED: June 2, 2025; REVISION- 00., (BOA SCHEDULE B)

4. Offeror Pricing and Information Sheet (BOA SCHEDULE C)

5. Sample Job Order Form (BOA SCHEDULE D)

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

TBD: THE TRUSTEES OF PRINCETON UNIVERSITY:

BY:

BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:

Unless otherwise stated, all copyright, trademark, patent and other intellectual property rights that arise directly from Subcontractor’s personnel’s performance hereunder shall belong to Princeton, including but not limited to any works of authorship...