Attachment 2_Sample Subcontract_RFP 23-057-S.pdf

PRINCETON PLASMA Subcontract P-24000XXXX PHYSICS LABORATORY Page 1 of 7 Pages

SUBCONTRACT P-24000XXXX (FIRM FIXED PRICE)

by and between

THE TRUSTEES OF PRINCETON UNIVERSITY

(Hereinafter called "Princeton", "Plasma Physics Laboratory", "PPPL", and "Buyer")

And

TBD

(Hereinafter called “Subcontractor” or “SELLER”)

A Corporation incorporated un the law of [TBD] and having an address of [TBD]. Princeton and Subcontractor may be collectively referred to as the “Parties”.

BACKGROUND

The United States of America (hereinafter referred to as the "Government"), acting through a duly authorized Contracting Officer (hereinafter called the "Contracting Officer") of the United States Department of Energy (hereinafter called the "Department" or "DOE"), has heretofore entered into a Contract identified as Contract No. DE-AC02-09CH11466 (which Contract is hereinafter referred to as the "Prime Contract"), with The Trustees of Princeton University where under certain work was undertaken to be performed for the Government; and, Princeton undertakes performance of all or a portion of such work under the Prime Contract either directly or by issuance of a Subcontract thereunder.

Princeton desires to have the Subcontractor perform the work called for by this Subcontract and the Subcontractor desires to perform under the terms and conditions of the Agreement as set forth herein.

This Subcontract does not bind nor purport to bind the Government or the Department.

NOW THEREFORE, the parties do mutually agree as follows:

ARTICLE I – DESCRIPTION OF WORK

The SELLER shall design, fabricate, install, and test a Variable Phase Controller (VPC) for a neutral beam high voltage system in conformance with the requirements per the attached PPPL Statement of Work for “Variable Phase Controller for the Neutral Beam High Voltage System”; UI: 20221011; CAT: A2;

Revision: 0; Dated: November 1, 2022.

ARTICLE II – DELIVERY SCHEDULE

The Subcontractor shall provide all equipment, materials, and labor necessary to design, fabricate, install, and test a variable phase controller as defined herein no later than [TBD]:

PHYSICS LABORATORY Page 2 of 7 Pages

ARTICLE III – TERM OF SUBCONTRACT

The term of this Subcontract shall commence on the date signed by both Parties and shall remain in effect until all of the Subcontractor’s contractual obligations hereunder have been fulfilled, including but not limited to [TBD] (“The Term”). The Term maybe extended upon mutual written agreement of the Parties.

At PPPL’s discretion, additional support services may be purchased by a Modification to this subcontract.

ARTICLE IV – PLACE OF PERFORMANCE

Work shall take place at both the Subcontractor’s facility and General Atomics, 3483 Dunhill Street, San Diego, CA 92121.

ARTICLE V – TIME IS OF THE ESSENCE

Subcontractor agrees that time is of essence in the performance of this Subcontract and agrees not to prioritize the work for other customers over the work for PPPL. To permit PPPL to monitor the Subcontractor’s compliance with this Article and Article II, weekly meetings shall be held by the Subcontractor with PPPL as agreed upon by the PTR. Meeting minutes including action items shall be kept by the Subcontractor and distributed to all attendees as status reports.

ARTICLE VI – ACCEPTANCE BY PPPL

Acceptance of the items delivered under this Subcontract shall take place within thirty (30) days after delivery and implementation proved that all data and documentation has been submitted and approved by PPPL and provided that the delivery conforms to all specified requirements of the TF conductor assemblies per the Statement of Work (Schedule B) set forth in this Subcontract.

ARTICLE VII – CONSIDERATION

In consideration for delivery of the components specified in Article II, the Subcontract shall be paid, subject to acceptance of the items by PPPL in accordance with ARTICLE VI, a firm fixed price of [TBD]

ARTICLE VIII – INVOICES AND PAYMENTS

1. Subcontractor payments will be processed when the requirements, as aggregated below, and Buyer has received from the Subcontractor an acceptable invoice.

2. Payments will be released by PPPL within 30 days after receipt of an acceptable invoice and conditioned upon review and approval of the invoice by the Princeton’s Technical Representative.

3. Invoices must be assigned a number, must be dated, provide payment terms, identify the subcontract number, clearly identify the deliverable to which the invoice relates, and period covered (if applicable).

4. If applicable, additional information and documentation is required and must be provided for total expenditures claimed for salaries, fringe benefits, travel, materials and supplies, equipment, subcontractors/consultants, and other direct/indirect costs such as facility and administration costs.

PHYSICS LABORATORY Page 3 of 7 Pages

5. Invoices shall bear, at a minimum, the following certification language or variation thereof 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 Official:

Date: [XX/XX[XXXX]

6. Invoices for work accomplished in accordance with this subcontract, shall be submitted electronically (PDF format) the following email address, or mailed to the following mailing address:

Email: Accounts_payable@pppl.gov

7. Release of Claims - Prior to final payment under this agreement and as a condition thereof, the SELLER must furnish PPPL with a completed and signed Release of Claims certificate discharging the Government and PPPL, their officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this subcontract, subject only to the following exceptions:

• Specified claims, in stated amounts or in estimated amounts, where the amounts are not susceptible to exact statement by the SELLER;

• Claims, together with reasonable incidental expenses, based upon the liabilities of the SELLER to third parties arising out of performing this subcontract, that are not known to the SELLER on the date of the execution of the release, and of which the SELLER gives notice in writing to the Subcontract Administrator not more than six years after the date of the release or the date of any notice to the SELLER that PPPL is prepared to make final payment, whichever is earlier; and/or

• Claims for reimbursement of costs (other than expenses of the SELLER by reason of its indemnification of PPPL against patent liability), including reasonable incidental expense, incurred by the SELLER under the terms of this subcontract relating to patents.

• The Subcontract Administrator/Procurement Specialist will provide the SELLER with the

Release of Claims certificate form.

8. Refunds – The SELLER agrees that any refunds, rebates, or credits (including any related interest) accruing to or received by the SELLER (or any successor in interest to this subcontract), that arise under the expenses portion of this subcontract and for which the SELLER has received reimbursement, shall be paid by the SELLER to BUYER. The SELLER (or any successor in interest to this subcontract) shall execute and deliver, at the time of and as a condition precedent to final payment under this subcontract, an assignment to BUYER of such refunds, rebates, or credits (including any interest) in form and substance satisfactory to the Subcontract Administrator/Procurement Specialist.

mailto:Accounts_payable@pppl.gov

PHYSICS LABORATORY Page 4 of 7 Pages

ARTICLE IX – SELLER PERSONNEL DAILY WORK DIRECTION

1. A mutually acceptable recurring work schedule will be established by SELLER’s [TBD] Manager and the Princeton Technical Representative (PTR). The recurring work schedule may be subject to change from week to week based upon the availability of personnel and work needs and may be reduced or increased as necessary. BUYER makes no guarantee of any minimum or maximum number of work hours. SELLER personnel working on site at PPPL shall conform to PPPL’s standard hours of operation and associated holiday schedule.

2. SELLER shall ensure that its personnel assigned to PPPL have all tools necessary to perform assigned work, including personal computers, business software, etc. BUYER will provide SELLER’s personnel with financial and business data, computer system access and personnel access necessary to accomplish the SELLER’s assigned work scope.

3. No personal services shall be performed under this Subcontract. No SELLER employee shall be directly supervised by the BUYER or the Government.

ARTICLE X – ACCELERATED PAYMENTS TO SMALL BUSINESSES (IF APPLICABLE)

Based on the SELLER’s representation that it is a Small Business as defined by the US Small Business Administration, BUYER will make every practicable effort to pay the SELLER Net 15 days from the latter of

(1) receipt of the SELLER’S proper invoice, if required, or (2) delivery of items/completion of work that are acceptable to BUYER in BUYER’S sole discretion. Any offered discount shall be taken if payment is made within the discount period that the SELLER indicates. Payments shall be made either by check or electronic funds transfer, at the option of BUYER. 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 XI – SELLER PERSONNEL AND KEY PERSONNEL

1. The following SELLER personnel are hereby designated as “Key Persons” for work under this Subcontract Agreement in accordance with General Provision A40 – Key Personnel as set forth in Schedule A of this Subcontract:

Key Personnel Role Seniority Level

[TBD] [TBD]

[TBD] [TBD]

2. No new personnel shall be assigned to this Subcontract without prior written concurrence from

BUYER. BUYER must have an opportunity to review, verify, and approve all resumes to ensure that individuals meet the qualifications of the labor category for which they are being proposed before the individual being placed on the agreement. At any time before final payment under this Subcontract Agreement, the Government or BUYER may request an audit of the resumes. SELLER agrees to cooperate and provide sufficient supporting information to qualify personnel against the labor category billed.

3. In the event that the performance of assigned SELLER personnel or any substitute(s) is determined by BUYER to be unsatisfactory at any time during the performance, BUYER reserves the right to

PHYSICS LABORATORY Page 5 of 7 Pages request and receive a satisfactory personnel replacement within ten (10) business days of written notification.

ARTICLE XII – PROPRIETARY INFORMATION

It is understood that in the performance of the requirements of this Subcontract proprietary information and/or material may be given to or inadvertently come into the possession of SELLER personnel. The SELLER hereby agrees that information will be kept confidential and will not be copied, disclosed, or made use of except as authorized by the executed non-disclosure agreement.

ARTICLE XIII – TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

1. The following representatives of the SELLER and BUYER are hereby designated for this Subcontract:

[TBD] (SELLER)

[TBD] EMAIL: [TBD] [TBD]

PPPL’s REPRESENTATIVES

TECHNICAL

Alexander Nagy nagy@fusion.gat.com

858.455.4612

PROCUREMENT

Khalif Stripling kstripli@pppl.gov

609-243-3958

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

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

4. Except for those instances identified in the scope of work where BUYER specifically directs the

SELLER to communicate directly with others, BUYER shall be responsible for all liaison and communication with the Government and/or BUYER's customers as well as BUYER's other Subcontractors for the length of this subcontract.

mailto:nagy@fusion.gat.com mailto:kstripli@pppl.gov

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ARTICLE XIV- PRICE WARRANTY

SELLER agrees that the billing rate charged to BUYER will be no higher than charged the firm’s most favored customer for essentially equivalent services. The US Department of Energy, or its authorized representative, shall have the right to examine the SELLER’s records to assure that the prices charged do not exceed those charged any other customer purchasing essentially equivalent services.]

ARTICLE XV - IDENTIFICATION BADGE

1. The parties agree that any subcontracted personnel performing work on site in excess of forty (40) hours in any given year must attend PPPL’s General Employee Training (GET) upon arrival at PPPL. Completion of this safety training requires about two (2) hours.

Attendance of other training may be required.

2. Time spent in training is chargeable to the Subcontract.

3. Upon completion of the GET training, a Laboratory picture identification badge will be issued. This badge must be returned upon the expiration of the Subcontract.

ARTICLE XVI – SUBCONTRACTOR RESPONSIBLITIES

1. This Subcontract does not in any way constitute the subcontractor as an employee of PPPL.

2. Under this Subcontract, Subcontractor shall not be employed or hold any paid position within another National Department of Energy Laboratory.

3. Subcontractor shall advise PPPL in any change of employment status during the duration of this Subcontract, of fails to provide notice, nor will PPPL be obligated to continue to pay and will be considered terminated, and of no further force and effect, if Subcontractor elects employment within another National Department of Energy Laboratory.

ARTICLE XVII - SUBCONTRACT DOCUMENTS

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

1. Subcontract Agreement P-24000XXXX

2. PPPL General Provisions for Non-Commercial Subcontracts (Subcontract Schedule A)

a. Part A – Common Clauses, PPPL-PD-A; Rev. 24; 09-2022

b. Part C – Agreements in Excess of $500,000, PPPL-PD-C; Rev. 14; 09-2022

c. Part D – Fixed Price Supply or Service Subcontracts, PPPL-PD-D; Rev. 10; 09-2022

d. Part S – Service Contract Labor Standards, PPPL-PD-S; Rev. 8; 09-2022

3. PPPL Statement of Work for “Variable Phase Controller for the Neutral Beam High Voltage System”; UI: 20221011; CAT: A2; Revision: 0; Dated: November 1, 2022. (Subcontract Schedule B)

PHYSICS LABORATORY Page 7 of 7 Pages

4. General Guidelines for Subcontractor Travel, PPL-PD-TRAV.20; Rev. 21; 08-2022

(Schedule C)

5. Offeror’s pricing proposal dated TBD (Schedule D)

ARTICLE XVIII - INTEGRATION

This Subcontract Agreement contains the entire understanding between the parties, and there are no understandings or representations except those set forth or incorporated by reference herein. No subsequent modifications of this subcontract shall be of any force or effect unless in writing, signed by an authorized delegate of Procurement Authority of PPPL.

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

TBD

THE TRUSTEES OF PRINCETON UNIVERSITY:

BY:

BY:

TYPED: TYPED:

TITLE: TITLE:

DATE: DATE: