DRAFT Sub-Contract Labor Hour .doc

Contract No. __________ Contract No. __________ lh (October 31, 2006)

Argonne National Laboratory BLDG. 201 OCF, 9700 S. Cass Ave., Lemont, IL 60439

CONTRACT

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 contract and the Contractor is willing to perform such services. The effective date of this contract is __________.

THEREFORE, the parties mutually agree as follows:

SCHEDULE

ARTICLE I - STATEMENT OF WORK

A.

Scope of Technical Work. The Contractor shall furnish all necessary personnel, equipment, facilities, materials, and services (except as may be furnished by the Laboratory) to perform, in an efficient and expeditious manner, the work described in Appendix "B" - Argonne National Laboratory Statement of Work entitled, “ANL Smart Labs - Test and Balancing Services”, dated May 7, 2021, attached hereto and hereby made a part of this contract. In addition, the Contractor shall maintain such technical liaison with the Laboratory's Technical Representative, as may be designated by the Laboratory, as necessary to accomplish the foregoing work in a timely and effective manner.

B.

Technical Coordination. The Argonne Technical Representative or BPA Call Manager(s) will issue specific assignments defining tasks to be performed within the Statement of Work under this contract on the “Specific Assignment” form, a copy of which is attached to and made a part of this contract as Appendix “E” Specific Assignment Form. The contractor, while complying with the Specific Assignment, will ensure that total costs incurred for performance of those contract activities do not exceed the total funding obligated under this contract.

C.

Additional Labor Dollars. In the event that additional labor dollars beyond the total labor dollars initially estimated and set forth in Appendix "C", attached hereto and hereby made a part of this contract, are necessary to complete the work set forth in this contract, the Contractor shall notify the Laboratory in writing and the parties shall negotiate an increase in the total labor hours, total labor dollars, 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 contract. 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 contract shall be at loaded hourly rates, including profit as set forth in Appendix "C"; unless a change in the work is directed pursuant to the “Changes” clause in Appendix A.

D.

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

E.

Standards of Performance. The Contractor shall perform the work set forth in this contract by using its best efforts and know-how and its performance shall be accomplished in a workmanlike manner by qualified, careful and efficient personnel; also, the Contractor's work shall, at a minimum, accord with high professional standards.

F.

Technical Reports. The Contractor shall prepare and 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 contract, or as may otherwise be specified by the Laboratory.

G.

Incidental Work. In addition to performing the work set forth in this contract and/or in paragraph E above, the Contractor shall perform the incidental contract activities provided for under other articles of this contract and, in connection with the close-out of this contract upon termination, expiration and/or completion of the work set forth in this contract, the Contractor shall complete the work described in paragraph E 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.

H.

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 contract.

ARTICLE II - TERM

The work under this contract shall begin on ________________ and shall continue through __________________, unless this contract is extended by the Laboratory pursuant to the provisions of the article entitled – “Option”, if applicable, hereof.

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 contract 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 contract 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 contract may be increased unilaterally by the authorized Laboratory Procurement Official by written notice to the Contractor and may be increased or decreased by written agreement of the parties (whether or not by formal modification of this contract).

D.

Limitation of Obligation. Payments by the Laboratory under this contract 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 contract.

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 contract 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 - KEY PERSONNEL

The key personnel referred to in Appendix "A" is/are:

ARTICLE V - DELIVERY

A.

All work to be performed under this contract shall be delivered to the Laboratory, F.O.B. Lemont, Illinois.

B.

Ship to:

Attention: ____________ C.

Ship via:

Most Economical Way - Prepaid

ARTICLE VI - REPRESENTATIVES

A.

Contractor:

Contractual

Technical

B.

Argonne:

1.

Contractual 1/ 2.

Technical

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 contract.

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.

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 contract.

A.

Appendix "A", Argonne Terms and Conditions for Labor-Hour and Time and Materials Contracts, dated January 21, 2019, modified to incorporate the following:

FAR 52.204-25 – PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (AUG 2020)

(a) Definitions. As used in this clause— Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People's Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision

Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(1) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(2) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(c) Exceptions. This clause does not prohibit contractors from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Laboratory Procurement Official, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Laboratory Procurement Official for the indefinite delivery contract and the Laboratory Procurement Official(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

B.

Appendix "B", Argonne National Laboratory Statement of Work entitled, "ANL Smart Labs – Test and Balancing Services”, dated May 7, 2021.

C.

Appendix “C”, Rate Schedule, dated _______________.

D.

Appendix "D-8", Intellectual Property Provisions, Supplies and Services Requiring Delivery of Data, dated June 2020.

E.

FORMDROPDOWN

Work by Contractors FORMCHECKBOX On, FORMCHECKBOX Off the Argonne Site Supplemental Conditions, ANL-366 FORMDROPDOWN , dated June 2, 2020.

F.

Minimum Wages Under Executive Order 13658, dated June 26, 2015.

G.

Service Contract Labor Standards, dated June 26, 2015.

H.

Fair Labor Standards Act and Service Contract Labor Standards – Price Adjustment (Multiple Year and Option Contracts), dated March 17, 2015.

I.

Register of Wage Determinations Under The Service Contract Act, Revision No. 17, dated May 21, 2021.

J.

Employee Rights on Government Contracts Poster, WHD Publication 1313, dated April 2009.

K.

Appendix “E” Specific Assignment Form.

ARTICLE VIII - OPTION

At least thirty (30) days prior to the expiration date of this contract, the Laboratory shall notify the Contractor in writing whether the Laboratory is extending this contract for the period July 1, 2022 through June 30, 2023. In the event that the Laboratory extends this contract, all of the provisions of this contract shall apply to said extension except this article entitled “Option”. The appropriate rate schedule, as contained in Appendix "C", shall be used in any contract extension(s).

At least thirty (30) days prior to the expiration date of this contract, the Laboratory shall notify the Contractor in writing whether the Laboratory is extending this contract for the period July 1, 2023 through June 30, 2024. In the event that the Laboratory extends this contract, all of the provisions of this contract shall apply to said extension except this article entitled “Option”. The appropriate rate schedule, as contained in Appendix "C", shall be used in any contract extension(s).

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

UCHICAGO ARGONNE, LLC

(Operator of Argonne National Laboratory)

NOT ISSUED

By:

Title:

Date:

Procurement Department

Date:

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