Section II_with attachments.pdf

Section II Sample Subcontract

PPPL General Provisions for Non-Commercial Subcontracts Part G - Provisions & Conditions for

Fixed Price Construction Subcontracts

PPPL-PD-G; Rev 8; 05-2022 Page 1 of 30

SUBCONTRACT NO.____________________________

The following clauses and conditions set forth below are hereby incorporated in and made part of the above-cited subcontract.

No. Clause Title Page No.

G1. PAYMENTS UNDER FIXED-PRICE CONSTRUCTION CONTRACTS (MAY 2014) 1

G2. EXTRAS (APR 1984) 5

G3. CHANGES (JUN 2007) 5

G4. INSPECTION OF CONSTRUCTION (AUG 1996) 6

G5. TERMINATION FOR CONVENIENCE OF PRINCETON (FIXED PRICE) (ALTERNATE I) (APR 2012) 7

G6. DEFAULT (FIXED-PRICE CONSTRUCTION) (APR 1984) ALTERNATE I (APR 1984) 11

G7. SUSPENSION OF WORK (APR 1984) 12

G8 DIFFERING SITE CONDITIONS (APR 1984) 12

G9 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK (APR 1984) 13

G10 SUPERINTENDENCE BY THE SUBCONTRACTOR (APR 1984) 13

G11 OTHER SUBCONTRACTS (APR 1984) 13

G12 USE AND POSSESSION PRIOR TO COMPLETION (APR 1984) 13

G13 LAYOUT OF WORK (APR 1984) 14

G14 SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION (FEB 1997) ALTERNATE I (APR 1984) 14

G15 SAFETY DATA SHEET 15

GENERAL CONDITIONS FOR CONSTRUCTION SUBCONTRACTS

No. Title

GC1 RESPONSIBILITIES OF THE PRINCETON ARCHITECT-ENGINEER 16

GC2 SUBCONTRACTOR’S PERFORMANCE 16

GC3 SPECIFICATIONS BY REFERENCE 16

GC4 STANDARD SPECIFICATIONS 17

GC5 CONSTRUCTION SAFETY, HEALTH AND FIRE PROTECTION 17

GC6 FIRE PERMIT 17

GC7 PLASMA PHYSICS LABORATORY SECURITY REQUIREMENTS 17

GC8 EXCAVATION PERMITS AND NOTICES 18

GC9 NOTICE TO PROCEED 18

GC10 SHOP AND EQUIPMENT DRAWINGS 18

GC11 SAMPLES, CERTIFICATES AND TESTS 20

GC12 SUBSTITUTIONS 22

GC13 INVOICES/CERTIFICATIONS 22

GC14 REPORTS 22

GC15 PROGRESS MEETINGS 22

GC16 CONSTRUCTION OPERATIONS AND PROCEDURES 23

GC17 UTILITY SHUTDOWNS 23

GC18 PROTECTION DURING CONSTRUCTION OPERATIONS 23

GC19 JOB CONDITIONS – TEMPORARY FACILITIES 24

GC20 ALTERATION WORK 25

GC21 NON-INTERFERENCE WITH PRINCETON OPERATIONS 26

PPPL-PD-G; Rev 8; 05-2022 Page 2 of 30

No. Title

GC22 TEMPORARY PARTITION AND CLOSURES 26

GC23 INGRESS, EGRESS AND CIRCULATION 27

GC24 SHORING, BRACING AND BARRICADES 27

GC25 WEATHER CONDITIONS/WORK IN FREEZING WEATHER 27

GC26 DISPOSAL AND SALVAGE 27

GC27 PUMPING AND DRAINAGE 27

GC28 EXPLOSIVES 27

GC29 INTOXICATING LIQUORS 27

GC30 UTLIZATION OF PRINCETON EMPLOYEES 28

GC31 EATING FACILITIES 28

GC32 MATERIALS AND WARRANTIES 28

GC33 OPERATING AND MAINTENANCE MANUALS 28

GC34 AS-BUILT DRAWINGS 29

GC35 CLEANING UP 29

GF1 FAR CLAUSES INCORPORATED BY REFERENCE 30

PPPL-PD-G; Rev 8; 05-2022 Page 3 of 30

G1. PAYMENTS UNDER FIXED-PRICE CONSTRUCTION CONTRACTS (MAY 2014)

(a) Payment of price. Princeton shall pay the Subcontractor the subcontract price as provided in this subcontract.

(b) Progress payments. Princeton shall make progress payments monthly as the work proceeds, or at more frequent intervals as determined by Princeton’s Procurement Specialist, on estimates of work accomplished which meets the standards of quality established under the subcontract, as approved by Princeton’s Technical Representative. Progress payments made to the Subcontractor for work performed shall not exceed the Allocated Funding Limit specified in the Subcontract agreement.

(1) The Subcontractor's request for progress payments shall include the following substantiation:

(i) An itemization of the amounts requested, related to the various elements of work required by the subcontract covered by the payment requested.

(ii) A listing of the amount included for work performed by each lower tier subcontractor under the subcontract.

(iii) A listing of the total amount of each lower tier subcontract under the subcontract.

(iv) A listing of the amounts previously paid to each such lower tier subcontractor under the subcontract.

(v) Additional supporting data in a form and detail required by Princeton’s Procurement

Specialist.

(2) In the preparation of estimates, Princeton’s Procurement Specialist may authorize material delivered on the site and preparatory work done to be taken into consideration. Material delivered to the Subcontractor at locations other than the site also may be taken into consideration if--

(i) Consideration is specifically authorized by this Subcontract; and

(ii) The Subcontractor furnishes satisfactory evidence that it has acquired title to such material and that the material will be used to perform this subcontract.

(c) Subcontractor certification. Along with each request for progress payments, the Subcontractor shall furnish the following certification (or equivalent), or payment shall not be made: (However, if the Subcontractor elects to delete paragraph (c)(4) from the certification, the certification is still acceptable.)

I hereby certify, to the best of my knowledge and belief, that--

(1) The amounts requested are only for performance in accordance with the specifications, terms, and conditions of the subcontract;

(2) All payments due to lower tier subcontractors and suppliers from previous payments received under the subcontract have been made, and timely payments will be made from the proceeds of the payment covered by this certification, in accordance with lower tier subcontract agreements and the requirements of chapter 39 of Title 31, United States Code;

PPPL-PD-G; Rev 8; 05-2022 Page 4 of 30

(3) This request for progress payments does not include any amounts which the Subcontractor intends to withhold or retain from a lower tier subcontractor or supplier in accordance with the terms and conditions of the lower tier subcontract; and

(4) This certification is not to be construed as final acceptance of a lower tier subcontractor’s performance.

(Name) ______________________________ (Title) ______________________________ (Date) _________________

(d) Refund of unearned amounts. If the Subcontractor, after making a certified request for progress payments, discovers that a portion or all of such request constitutes a payment for performance by the Subcontractor that fails to conform to the specifications, terms, and conditions of this subcontract (hereinafter referred to as the "unearned amount"), the Subcontractor shall--

(1) Notify Princeton’s Procurement Specialist of such performance deficiency; and

(2) Be obligated to pay Princeton an amount (computed by Princeton’s Procurement Specialist in the manner provided in paragraph (j) of this clause) equal to interest on the unearned amount from the 8th day after the date of receipt of the unearned amount until--

(i) The date the Subcontractor notifies Princeton’s Procurement Specialist that the performance deficiency has been corrected; or

(ii) The date the Subcontractor reduces the amount of any subsequent certified request for progress payments by an amount equal to the unearned amount.

(e) Retainage. If Princeton’s Procurement Specialist finds that satisfactory progress was achieved during any period for which a progress payment is to be made, Princeton’s Procurement Specialist shall authorize payment to be made in full. However, if satisfactory progress has not been made, Princeton’s Procurement Specialist may retain a maximum of 10 percent (10%) of the amount of the payment until satisfactory progress is achieved. When the work is substantially complete, Princeton’s Procurement Specialist may retain from previously withheld funds and future progress payments that amount Princeton’s Procurement Specialist considers adequate for protection of Princeton and shall release to the Subcontractor all the remaining withheld funds. Also, on completion and acceptance of each separate building, public work, or other division of the subcontract, for which the price is stated separately in the subcontract, payment shall be made for the completed work without retention of a percentage.

(f) Title, liability, and reservation of rights. All material and work covered by progress payments made shall, at the time of payment, become the sole property of Princeton, but this shall not be construed as—

(1) Relieving the Subcontractor from the sole responsibility for all material and work upon which payments have been made or the restoration of any damaged work; or

(2) Waiving the right of Princeton to require the fulfillment of all of the terms of the subcontract.

(g) Reimbursement for bond premiums. In making these progress payments, Princeton shall, upon request, reimburse the Subcontractor for the amount of premiums paid for performance and payment bonds (including coinsurance and reinsurance agreements, when applicable) after the Subcontractor has

PPPL-PD-G; Rev 8; 05-2022 Page 5 of 30 furnished evidence of full payment to the surety. The retainage provisions in paragraph I of this clause shall not apply to that portion of progress payments attributable to bond premiums.

(h) Final payment. Princeton shall pay the amount due the Subcontractor under this subcontract after -

(1) Completion and acceptance of all work;

(2) Presentation of a properly executed voucher; and

(3) Presentation of release of all claims against Princeton arising by virtue of this Subcontract, other than claims, in stated amounts that the Subcontractor has specifically excepted from the operation of the release. A release may also be required of the assignee if the Subcontractor's claim to amounts payable under this Subcontract has been assigned under the Assignment of Claims Act of 1940 (31 U.S.C. 3727 and 41 U.S.C. 6305).

(i) Limitation because of undefinitized work. Notwithstanding any provision of this subcontract, progress payments shall not exceed 80 percent (80%) on work accomplished on undefinitized contract actions. A "contract action" is any action resulting in a contract, as defined in FAR Subpart 2.1, including subcontract modifications for additional supplies or services, but not including subcontract modifications that are within the scope and under the terms of the subcontract, such as subcontract modifications issued pursuant to the Changes clause, or funding and other administrative changes.

(j) Interest computation on unearned amounts. In accordance with 31 U.S.C. 3903(c)(1), the amount payable under subparagraph (d)(2) of this clause shall be-

(1) Computed at the rate of average bond equivalent rates of 91-day Treasury bills auctioned at the most recent auction of such bills prior to the date the Subcontractor receives the unearned amount;

and

(2) Deducted from the next available payment to the Subcontractor.

G2. EXTRAS (APR 1984)

Except as otherwise provided in this subcontract, no payment for extras shall be made unless such extras and the price therefore have been authorized in writing by Princeton.

G3. CHANGES (JUN 2007)

(a) Princeton may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a change order, make changes in the work within the general scope of the subcontract, including changes--

(1) In the specifications (including drawings and designs);

(2) In the method or manner of performance of the work;

(3) In the Government-furnished property or services; or

(4) Directing acceleration in the performance of the work.

PPPL-PD-G; Rev 8; 05-2022 Page 6 of 30

(b) Any other written or oral order (which, as used in this paragraph (b), includes direction, instruction, interpretation, or determination) from Princeton’s Procurement Specialist that causes a change shall be treated as a change order under this clause; provided, that the Subcontractor gives Princeton’s Procurement Specialist written notice stating (1) the date, circumstances, and source of the order and (2) that the Subcontractor regards the order as a change order.

(c) Except as provided in this clause, no order, statement, or conduct of Princeton shall be treated as a change under this clause or entitle the Subcontractor to an equitable adjustment.

(d) If any change under this clause causes an increase or decrease in the Subcontractor's cost of, or the time required for, the performance of any part of the work under this subcontract, whether or not changed by any such order, Princeton’s Procurement Specialist shall make an equitable adjustment and modify the subcontract in writing. However, except for an adjustment based on defective specifications, no adjustment for any change under paragraph (b) of this clause shall be made for any costs incurred more than 20 days before the Subcontractor gives written notice as required. In the case of defective specifications for which Princeton is responsible, the equitable adjustment shall include any increased cost reasonably incurred by the Subcontractor in attempting to comply with the defective specifications.

(e) The Subcontractor must assert its right to an adjustment under this clause within 30 days after (1) receipt of a written change order under paragraph (a) of this clause or (2) the furnishing of a written notice under paragraph (b) of this clause, by submitting to Princeton’s Procurement Specialist a written statement describing the general nature and amount of the proposal, unless this period is extended by Princeton. The statement of proposal for adjustment may be included in the notice under paragraph (b) above.

(f) No proposal by the Subcontractor for an equitable adjustment shall be allowed if asserted after final payment under this subcontract.

G4. INSPECTION OF CONSTRUCTION (AUG 1996)

(a) Definition. “Work” includes, but is not limited to, materials, workmanship, and manufacture and fabrication of components.

(b) The Subcontractor shall maintain an adequate inspection system and perform such inspections as will ensure that the work performed under the subcontract conforms to subcontract requirements. The Subcontractor shall maintain complete inspection records and make them available to Princeton. All work shall be conducted under the general direction of Princeton and is subject to Princeton inspection and test at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the subcontract.

(c) Princeton inspections and tests are for the sole benefit of the Princeton and do not-

(1) Relieve the Subcontractor of responsibility for providing adequate quality control measures;

(2) Relieve the Subcontractor of responsibility for damage to or loss of the material before acceptance;

(3) Constitute or imply acceptance; or

(4) Affect the continuing rights of Princeton after acceptance of the completed work under paragraph

(i) of this- section.

PPPL-PD-G; Rev 8; 05-2022 Page 7 of 30

(d) The presence or absence of a Princeton inspector does not relieve the Subcontractor from any subcontract requirement, nor is the inspector authorized to change any term or condition of the specification without the Princeton’s written authorization.

(e) The Subcontractor shall promptly furnish, at no increase in subcontract price, all facilities, labor, and material reasonably needed for performing such safe and convenient inspections and tests as may be required by Princeton. Princeton may charge to the subcontractor any additional cost of inspection or test when work is not ready at the time specified by the Subcontractor for inspection or test, or when prior rejection makes reinspection or retest necessary. Princeton shall perform all inspections and tests in a manner that will not unnecessarily delay the work. Special, full size, and performance tests shall be performed as described in the subcontract.

(f) The Subcontractor shall, without charge, replace or correct work found by Princeton not to conform to subcontract requirements, unless Princeton consents to accept the work with an appropriate adjustment in subcontract price. The Subcontractor shall promptly segregate and remove rejected material from the premises.

(g) If the Subcontractor does not promptly replace or correct rejected work, Princeton may-

(1) By subcontract or otherwise, replace or correct the work and charge the cost to the Subcontractor;

or

(2) Terminate for default the Subcontractor’s right to proceed.

(h) If, before acceptance of the entire work, Princeton decides to examine already completed work by removing it or tearing it out, the Subcontractor, on request, shall promptly furnish all necessary facilities, labor, and material. If the work is found to be defective or nonconforming in any material respect due to the fault of the Subcontractor or its lower-tier subcontractors, the Subcontractor shall defray the expenses of the examination and of satisfactory reconstruction. However, if the work is found to meet subcontract requirements, Princeton shall make an equitable adjustment for the additional services involved in the examination and reconstruction, including, if completion of the work was thereby delayed, an extension of time.

(i) Unless otherwise specified in the subcontract, Princeton shall accept, as promptly as practicable after completion and inspection, all work required by the subcontrfact or that portion of the work Princeton determines can be accepted separately. Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or Princeton’s rights under any warranty or guarantee.

G5. TERMINATION FOR CONVENIENCE OF PRINCETON (FIXED-PRICE) (ALTERNATE I) (APR

2012)

(a) Princeton may terminate performance of work under this subcontract in whole or, from time to time, in part if Princeton determines that a termination is in Princeton’s interest. Princeton’s Procurement Specialist shall terminate by delivering to the Subcontractor a Notice of Termination specifying the extent of termination and the effective date.

(b) After receipt of a Notice of Termination, and except as directed by Princeton’s Procurement Specialist, the Subcontractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:

(1) Stop work as specified in the notice.

PPPL-PD-G; Rev 8; 05-2022 Page 8 of 30

(2) Place no further subcontracts or orders (referred to as lower tier subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the subcontract.

(3) Terminate all lower tier subcontracts to the extent they relate to the work terminated.

(4) Assign to Princeton, as directed by Princeton’s Procurement Specialist, all right, title, and interest of the Subcontractor under the lower tier subcontracts terminated, in which case Princeton shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.

(5) With approval or ratification to the extent required by Princeton, settle all outstanding liabilities and termination settlement proposals arising from the termination of lower tier subcontracts; the approval or ratification will be final for purposes of this clause.

(6) As directed by Princeton, transfer title and deliver to Princeton (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (ii) the completed or partially completed plans, drawings, information, and other property that, if the contract had been completed, would be required to be furnished to Princeton.

(7) Complete performance of the work not terminated.

(8) Take any action that may be necessary, or that Princeton may direct, for the protection and preservation of the property related to this subcontract that is in the possession of the Subcontractor and in which the Government has or may acquire an interest.

(9) Use its best efforts to sell, as directed or authorized by Princeton, any property of the types referred to in paragraph (b)(6) of this clause; provided, however, that the Subcontractor (i) is not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by, and at prices approved by, Princeton. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by Princeton under this subcontract, credited to the price or cost of the work, or paid in any other manner directed by Princeton.

(c) The Subcontractor shall submit complete termination inventory schedules no later than 120 days from the effective date of termination, unless extended in writing by Princeton’s Procurement Specialist upon written request of the Subcontractor within this 120-day period.

(d) After expiration of the plant clearance period as defined in Subpart 49.001 of the Federal Acquisition Regulation, the Subcontractor may submit to Princeton a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by Princeton.

The Subcontractor may request Princeton to remove those items or enter into an agreement for their storage. Within 15 days, Princeton will accept title to those items and remove them or enter into a storage agreement. Princeton’s Procurement Specialist may verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and shall correct the list, as necessary, before final settlement.

(e) After termination, the Subcontractor shall submit a final termination settlement proposal to Princeton in the form and with the certification prescribed by Princeton. The Subcontractor shall submit the proposal promptly, but no later than 1 year from the effective date of termination, unless extended in writing by Princeton’s Procurement Specialist upon written request of the Subcontractor within this 1-year period.

However, if Princeton’s Procurement Specialist determines that the facts justify it, a termination settlement proposal may be received and acted on after 1 year or any extension. If the Subcontractor fails to submit

PPPL-PD-G; Rev 8; 05-2022 Page 9 of 30 the proposal within the time allowed, Princeton may determine, on the basis of information available, the amount, if any, due the Subcontractor because of the termination and shall pay the amount determined.

(f) Subject to paragraph (e) of this clause, the Subcontractor and Princeton may agree upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount, whether under this paragraph (f) or paragraph (g) of this clause, exclusive of costs shown in paragraph (g)(3) of this clause, may not exceed the total subcontract price as reduced by (1) the amount of payments previously made and

(2) the subcontract price of work not terminated. The subcontract shall be modified, and the Subcontractor paid the agreed amount. Paragraph (g) of this clause shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph.

(g) If the Subcontractor and Princeton fail to agree on the whole amount to be paid the Subcontractor because of the termination of work, Princeton shall pay the Subcontractor the amounts determined as follows, but without duplication of any amounts agreed on under paragraph (f) of this clause:

(1) The subcontract price for completed supplies or services accepted by Princeton (or sold or acquired under paragraph (b)(9) of this clause) not previously paid for, adjusted for any saving of freight and other charges.

(2) The total of-

(i) The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid under paragraph (g)(1) of this clause;

(ii) The cost of settling and paying termination settlement proposals under terminated lower tie subcontracts that are properly chargeable to the terminated portion of the subcontract if not included in subdivision (g)(2)(i) of this clause; and

(iii) A sum, as profit on subdivision (g)(2)(i) of this clause, determined by Princeton under 49.202 of the Federal Acquisition Regulation, in effect on the date of this subcontract, to be fair and reasonable; however, if it appears that the Subcontractor would have sustained a loss on the entire contract had it been completed, Princeton shall allow no profit under this subdivision (g)(2)(iii) and shall reduce the settlement to reflect the indicated rate of loss.

(3) The reasonable costs of settlement of the work terminated, including--

(i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data;

(ii) The termination and settlement of lower tier subcontracts (excluding the amounts of such settlements); and

(iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory.

(h) Except for normal spoilage, and except to the extent that Princeton expressly assumed the risk of loss, Princeton shall exclude from the amounts payable to the Subcontractor under paragraph (g) of this clause, the fair value, as determined by Princeton, for the loss of Princeton’s property .

PPPL-PD-G; Rev 8; 05-2022 Page 10 of 30

(i) The cost principles and procedures of Part 31 of the Federal Acquisition Regulation, in effect on the date of this Subcontract, shall govern all costs claimed, agreed to, or determined under this clause.

(j) The Subcontractor shall have the right of appeal, under the Disputes clause, from any determination made by Princeton under paragraph (e), (g), or (l) of this clause, except that if the Subcontractor failed to submit the termination settlement proposal or request for equitable adjustment within the time provided in paragraph (e) or (l), respectively, and failed to request a time extension, there is no right of appeal.

(k) In arriving at the amount due the Subcontractor under this clause, there shall be deducted--

(1) All unliquidated advance or other payments to the Subcontractor under the terminated portion of this subcontract;

(2) Any claim which Princeton or the Government has against the Subcontractor under this subcontract;

and

(3) The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by the

Subcontractor or sold under the provisions of this clause and not recovered by or credited to Princeton or the Government.

(l) If the termination is partial, the Subcontractor may file a proposal with Princeton for an equitable adjustment of the price(s) of the continued portion of the subcontract. Princeton shall make any equitable adjustment agreed upon. Any proposal by the Subcontractor for an equitable adjustment under this clause shall be requested within 90 days from the effective date of termination unless extended in writing by Princeton’s Procurement Specialist.

(m) (1) Princeton may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Subcontractor for the terminated portion of the subcontract, if Princeton believes the total of these payments will not exceed the amount to which the Subcontractor will be entitled.

(2) If the total payments exceed the amount finally determined to be due, the Subcontractor shall repay the excess to Princeton upon demand, together with interest computed at the rate established by the Secretary of the Treasury under 50 U.S.C. App. 1215(b)(2). Interest shall be computed for the period from the date the excess payment is received by the Subcontractor to the date the excess is repaid.

Interest shall not be charged on any excess payment due to a reduction in the Subcontractor's termination settlement proposal because of retention or other disposition of termination inventory until 10 days after the date of the retention or disposition, or a later date determined by Princeton because of the circumstances.

(n) Unless otherwise provided in this subcontract or by statute, the Subcontractor shall maintain all records and documents relating to the terminated portion of this subcontract for 3 years after final settlement. This includes all books and other evidence bearing on the Subcontractor's costs and expenses under this Subcontract. The Subcontractor shall make these records and documents available to Princeton, at the Subcontractor's office, at all reasonable times, without any direct charge. If approved by Princeton, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents.

PPPL-PD-G; Rev 8; 05-2022 Page 11 of 30

G6. DEFAULT (FIXED-PRICE CONSTRUCTION) (APR 1984)

(a) If the Subcontractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this subcontract including any extension, or fails to complete the work within this time, Princeton may, by written notice to the Subcontractor, terminate the right to proceed with the work (or the separable part of the work) that has been delayed. In this event, Princeton may take over the work and complete it by subcontract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work.

The Subcontractor and its sureties shall be liable for any damage to Princeton or the Government resulting from the Subcontractor's refusal or failure to complete the work within the specified time, whether or not the Subcontractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by Princeton in completing the work.

(b) The Subcontractor's right to proceed shall not be terminated nor the Subcontractor charged with damages under this clause, if--

(1) The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Subcontractor. Examples of such causes include (i) acts of God or of the public enemy, (ii) acts of the Government in either its sovereign or contractual capacity, (iii) acts of another Subcontractor in the performance of a contract with Princeton, (iv) fires, (v) floods, (vi) epidemics, (vii) quarantine restrictions, (viii) strikes, (ix) freight embargoes, (x) unusually severe weather, or (xi) delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Subcontractor and the lower-tier subcontractors or suppliers; and

(2) The Subcontractor, within 10 days from the beginning of any delay (unless extended by Princeton’s

Procurement Specialist), notifies Princeton’s Procurement Specialist in writing of the causes of delay.

Princeton’s Procurement Specialist shall ascertain the facts and the extent of delay. If, in the judgment of Princeton, the findings of fact warrant such action, the time for completing the work shall be extended.

The findings of Princeton shall be final and conclusive on the parties, but subject to appeal under the Disputes Resolution clause.

(c) If, after termination of the Subcontractor's right to proceed, it is determined that the Subcontractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Princeton.

(d) The rights and remedies of Princeton in this clause are in addition to any other rights and remedies provided by law or under this subcontract.

If the subcontract is for dismantling, demolition, or removal of improvements, substitute the following paragraph (a) for paragraph (a) of the basic clause:

(a) (1) If the Subcontractor refuses or fails to prosecute the work, or any separable part, with the diligence that will insure its completion within the time specified in this subcontract, including any extension, or fails to complete the work within this time, Princeton may, by written notice to the Subcontractor, terminate the right to proceed with the work or the part of the work that has been delayed. In this event, Princeton may take over the work and complete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work.

PPPL-PD-G; Rev 8; 05-2022 Page 12 of 30

(2) If title to property is vested in the Subcontractor under this subcontract, it shall revest in the Government regardless of any other clause of this subcontract, except for property that the Subcontractor has disposed of by bona fide sale or removed from the site.

(3) The Subcontractor and its sureties shall be liable for any damage to Princeton or the Government resulting from the Subcontractor's refusal or failure to complete the work within the specified time, whether or not the Subcontractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by Princeton in completing the work.

G7. SUSPENSION OF WORK (APR 1984)

(a) Princeton may order the Subcontractor, in writing, to suspend, delay, or interrupt all or any part of the work of this subcontract for the period of time that Princeton determines appropriate for the convenience Princeton.

(b) If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or interrupted (1) by an act of Princeton in the administration of this subcontract, or (2) by Princeton's failure to act within the time specified in this subcontract (or within a reasonable time if not specified), an adjustment shall be made for any increase in the cost of performance of this subcontract (excluding profit) necessarily caused by the unreasonable suspension, delay, or interruption, and the subcontract modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Subcontractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this subcontract.

(c) A claim under this clause shall not be allowed

(1) for any costs incurred more than 20 days before the Subcontractor shall have notified Princeton in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order), and

(2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Subcontract.

G8. DIFFERING SITE CONDITIONS (APR 1984)

(a) The Subcontractor shall promptly, and before the conditions are disturbed, give a written notice to Princeton of (1) subsurface or latent physical conditions at the site which differ materially from those indicated in this subcontract, or (2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the subcontract.

(b) Princeton shall investigate the site conditions after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Subcontractor's cost of, or the time required for, performing any part of the work under this subcontract, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the subcontract modified in writing accordingly.

PPPL-PD-G; Rev 8; 05-2022 Page 13 of 30

(c) No request by the Subcontractor for an equitable adjustment to the subcontract under this clause shall be allowed, unless the subcontractor has given the written notice required; provided, that the time prescribed in (a) above for giving written notice may be extended by Princeton.

(d) No request by the Subcontractor for an equitable adjustment to the subcontract for differing site conditions shall be allowed if made after final payment under this subcontract.

G9. SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK (APR 1984)

(a) The Subcontractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the work or its cost, including but not limited to (1) conditions bearing upon transportation, disposal, handling, and storage of materials; (2) the availability of labor, water, electric power, and roads;

(3) uncertainties of weather, river stages, tides, or similar physical conditions at the site; (4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during work performance. The Subcontractor also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by Princeton, as well as from the drawings and specifications made a part of this subcontract. Any failure of the Subcontractor to take the actions described and acknowledged in this paragraph will not relieve the Subcontractor from responsibility for estimating properly the difficulty and cost of successfully performing the work, or for proceeding to successfully perform the work without additional expense to Princeton.

(b) Princeton assumes no responsibility for any conclusions or interpretations made by the Subcontractor based on the information made available by Princeton. Nor does Princeton assume responsibility for any understanding reached or representation made concerning conditions that can affect the work by any of its officers or agents before the execution of this subcontract, unless that understanding or representation is expressly stated in this subcontract.

G10. SUPERINTENDENCE BY THE SUBCONTRACTOR (APR 1984)

At all times during performance of this subcontract and until the work is completed and accepted, the Subcontractor shall directly superintend the work or assign and have on the work site a competent superintendent who is satisfactory to Princeton and has authority to act for the Subcontractor.

G11. OTHER SUBCONTRACTS (APR 1984)

Princeton may undertake or award other subcontracts for additional work at or near the site of the work under this subcontract. The Subcontractor shall fully cooperate with the other subcontractors and with Princeton’s employees and shall carefully adapt scheduling and performing the work under this subcontract to accommodate the additional work, heeding any direction that may be provided by Princeton. The Subcontractor shall not commit or permit any act that will interfere with the performance of work by any other subcontractor or by Princeton employees.

G12. USE AND POSSESSION PRIOR TO COMPLETION (APR 1984)

(a) Princeton shall have the right to take possession of or use any completed or partially completed part of the work. Before taking possession of or using any work, Princeton shall furnish the Subcontractor a list of items of work remaining to be performed or corrected on those portions of the work that Princeton intends to take possession of or use. However, failure of Princeton to list any item of work shall not relieve the

PPPL-PD-G; Rev 8; 05-2022 Page 14 of 30

Subcontractor of responsibility for complying with the terms of the subcontract. Princeton's possession or use shall not be deemed an acceptance of any work under the subcontract.

(b) While Princeton has such possession or use, the Subcontractor shall be relieved of the responsibility for the loss of or damage to the work resulting from Princeton's possession or use, notwithstanding the terms of the clause in this subcontract entitled "Permits and Responsibilities." If prior possession or use by Princeton delays the progress of the work or causes additional expense to the Subcontractor, an equitable adjustment shall be made in the contract price or the time of completion, and the subcontract shall be modified in writing accordingly.

G13. LAYOUT OF WORK (APR 1984)

The Subcontractor shall layout its work from Princeton-established base lines and benchmarks indicated on the drawings, and shall be responsible for all measurements in connection with the layout. The Subcontractor shall furnish, at its own expense, all stakes, templates, platforms, equipment, tools, materials, and labor required to layout any part of the work. The Subcontractor shall be responsible for executing the work to the lines and grades that may be established or indicated by Princeton. The Subcontractor shall also be responsible for maintaining and preserving all stakes and other marks established by Princeton until authorized to remove them. If such marks are destroyed by the Subcontractor or through its negligence before their removal is authorized, Princeton may replace them and deduct the expense of the replacement from any amounts due or to become due to the Subcontractor.

G14. SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION (FEB 1997) ALTERNATE I (APR

1984) (MODIFIED MAR 2021)

(a) The Subcontractor shall keep on the work site a copy of the drawings and specifications and shall at all times give Princeton access thereto. Anything mentioned in the specifications and not shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both. In case of difference between drawings and specifications, the specifications shall govern. In case of discrepancy in the figures, in the drawings, or in the specifications, the matter shall be promptly submitted to Princeton, who shall make a determination in writing. Any adjustment by the Subcontractor without such a determination shall be at its own risk and expense. Princeton shall furnish from time to time such detailed drawings and other information as considered necessary, unless otherwise provided.

(b) Wherever in the specifications or upon the drawings the words "directed", "required", "ordered", "designated", "prescribed", or words of like import are used, it shall be understood that the "direction", "requirement", "order", "designation", or "prescription", of Princeton is intended and similarly the words "approved", "acceptable", "satisfactory", or words of like import shall mean "approved by," or "acceptable to", or "satisfactory to" Princeton, unless otherwise expressly stated.

(c) Where "as shown," “as indicated", "as detailed", or words of similar import are used, it shall be understood that the reference is made to the drawings accompanying this contract unless stated otherwise.

The word "provided" as used herein shall be understood to mean "provide complete in place," that is "furnished and installed".

(d) Shop drawings means drawings, submitted to Princeton by the Subcontractor, or any lower tier subcontractor pursuant to a construction contract, showing in detail (1) the proposed fabrication and assembly of structural elements, and (2) the installation (i.e., fit, and attachment details) of materials or equipment. It includes drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by the Subcontractor to explain in

PPPL-PD-G; Rev 8; 05-2022 Page 15 of 30 detail specific portions of the work required by the contract. Princeton may duplicate, use, and disclose in any manner and for any purpose shop drawings delivered under this subcontract.

(e) If this subcontract requires shop drawings, the Subcontractor shall coordinate all such drawings, and review them for accuracy, completeness, and compliance with contract requirements and shall indicate its approval thereon as evidence of such coordination and review. Shop drawings submitted to Princeton without evidence of the Subcontractor's approval may be returned for resubmission. Princeton’s Technical Representative will indicate an approval or disapproval of the shop drawings and if not approved as submitted shall indicate Princeton's reasons therefor. Any work done before such approval shall be at the Subcontractor's risk. Approval by Princeton shall not relieve the Subcontractor from responsibility for any errors or omissions in such drawings, nor from responsibility for complying with the requirements of this contract, except with respect to variations described and approved in accordance with (f) below.

(f) If shop drawings show variations from the contract requirements, the Subcontractor shall describe such variations in writing, separate from the drawings, at the time of submission. If Princeton approves any such variation, Princeton shall issue an appropriate contract modification, except that, if the variation is minor or does not involve a change in price or in time of performance, a modification need not be issued.

(g) The Subcontractor shall submit to Princeton for approval an electronic files (unless otherwise indicated) of all shop drawings as called for under the various headings of these specifications. Upon completing the work under this subcontract, the Subcontractor shall furnish a complete set (electronic files unless otherwise indicated) of all shop drawings as finally approved. These drawings shall show all changes and revisions made up to the time the equipment is completed and accepted.

G15. SAFETY DATA SHEET

A Safety Data Sheet (SDS) for any solvents or similar materials proposed for construction shall be submitted to Princeton one (1) week prior to bringing such materials to the project site. Princeton may require the Subcontractor to exercise special precautions in the use of said materials subsequent to review of the SDS.

PPPL-PD-G; Rev 8; 05-2022 Page 16 of 30

GC1. RESPONSIBILITIES OF THE PRINCETON ARCHITECT-ENGINEER (MAY 2002)

(Applicable when an Architect-Engineer is designated in Subcontract Agreement.)

(a) The Architect-Engineer under a separate subcontract with Princeton, shall represent Princeton for all design preparation and construction observation during the term of the construction subcontract. The Architect-Engineer may prepare supplemental miscellaneous structural mechanical and architectural design drawings. The Subcontractor shall comply with the designs prepared by the Architect-Engineer.

(b) The Architect-Engineer has no authority to modify this construction subcontract in any respect, to issue change orders hereunder, to order extra work not required by the subcontract, to authorize extra compensation to the Subcontractors, or to waive the performance by the Subcontractor of any requirements of the subcontract.

(c) The Architect-Engineer designated by Princeton for the work covered by this Subcontract will be defined by the Subcontract Agreement between Princeton and the Construction Subcontractor. Therefore, any reference to Architect-Engineer in these General Conditions shall mean the Architect-Engineer so designated by Princeton.

GC2. SUBCONTRACTOR'S PERFORMANCE (MAY 2002)

(a) It is intended, and expected, that the Subcontractor's performance under this subcontract will be conducted in a diligent and expeditious manner and that such performance shall include all actions necessary and required to complete the entire scope of work properly within the duration established, notwithstanding the fact that every item necessarily involved to complete said work may not be specifically or individually identified in the subcontract documents.

(b) For the performance of work under this subcontract the subcontractor is expected and required to furnish all labor, materials, equipment, tools, supervision and other services unless specifically stated otherwise in these subcontract documents.

(c) All work, when completed by the Subcontractor shall be delivered to Princeton in a complete, undamaged state for use and/or occupancy by Princeton.

GC3. SPECIFICATIONS BY REFERENCE (MAY 2002)

(a) Materials specified by reference to the number or symbol of a specific standard, such as Federal Specifications, a Commercial standard, ASTM Specification, NEMA or other similar standard, shall comply with requirements in the latest revision thereof and any amendment or supplement thereto in effect on the date of the Request for Bid except as limited to type, class or grade, or modified in such references.

(b) Materials shall conform to the requirements of the respective Federal specifications unless specifically indicated otherwise. Princeton does not have copies of Federal specifications for distribution, but they may be obtained through the business service centers of the General Services Administration Regional Offices.

PPPL-PD-G; Rev 8; 05-2022 Page 17 of 30

GC4. STANDARD SPECIFICATIONS (MAY 2002)

(a) In procuring all items used in this work, it is the Subcontractor's responsibility to verify the detailed requirements of the specifically named codes and standards and to verify that the items procured for use in this work meet or exceed the specified requirements.

(b) Princeton reserves the right to reject items incorporated into the work that fail to meet the specified minimum requirements. Princeton further reserves the right to accept non-complying items subject to an adjustment in the subcontract price.

GC5. CONSTRUCTION, SAFETY, HEALTH AND FIRE PROTECTION STANDARDS (MAY 2002)

(a) The Subcontractor shall take all responsible steps and precautions to protect health and minimize danger from all hazards to life and property and shall make all reports and permit all inspections deemed necessary by Princeton. All work shall be performed in accordance with the provisions of the following standards. In the event of a conflict, the Department of Labor Standards shall govern.

(1) “Occupational Safety and Health Standards” and the “Safety and Health Regulations For

Construction” as promulgated by the Department of Labor.

(2) The Princeton Plasma Physics Laboratory Safety Manual

(b) Radioactivity Precautions. Areas in and around the construction site may be designated…