Sample Contract.doc.doc

Contract No. __________ Contract No. ___________ ffp (October 31, 2006)

ARGONNE NATIONAL LABORATORY

AGREEMENT BETWEEN

UCHICAGO ARGONNE, LLC

(Operator of Argonne National Laboratory) and

UChicago Argonne, LLC, an Illinois limited liability company, operator of Argonne National Laboratory and herein 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 _________ FORMTEXT organized under the laws of the State of , to perform the services set forth under Article I of this contract, and the Contractor is willing to perform such services.

THEREFORE, the parties mutually agree as follows:

SCHEDULE

ARTICLE I - DESCRIPTION OF WORK

A.

Contract Line Item Number (CLIN) 0001 (Fixed Price) The Contractor shall furnish the personnel, facilities, equipment, materials, supplies, services, and equipment necessary to perform the work, other than Non-Routine Activities described in Section 7.6 Appendix “B” – Argonne National Laboratory Statement of Work entitled, “Telecommunication Operations & Support Services” dated May 1, 2024, attached to and hereby made 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.

Contract Line Item Number (CLIN) 0002 – Specific Assignments. The Contractor shall furnish the personnel, facilities, equipment, materials, and supplies necessary to perform the work as described in Section 7.6 of Appendix “B”. The Contractor is not authorized to incur any expense for this work without prior written approval of the Laboratory Technical Representative or BPA Call Managers (Paragraph D of ARTICLE VII). The Laboratory Technical Representative will issue specific assignments defining the tasks to be performed within the Statement of Work for CLIN 0002 work utilizing the "Specific Assignment" form, a copy of which is attached to and made a part of this contract as Appendix "F".

C.

The Contractor shall submit to the Laboratory monthly reports showing progress in relation to the performance schedule. If in the opinion of the Laboratory the Contractor fails to maintain progress in accordance with the established schedule, the Contractor shall take, at no additional cost to the Laboratory, such steps as may be necessary or required by the Laboratory to improve progress, including, but not limited to, prompt procurement and expediting of delivery of supplies and materials, the use of additional personnel, an increase in the number of shifts, and scheduling of unpaid overtime. Failure to take corrective action as necessary or required by the Laboratory under this paragraph in order to maintain progress in accordance with established schedules shall constitute endangering performance of this contract under the Termination clause of Appendix A (ANL-528) and the Termination for Cause clause of Appendix A (ANL-71COM) of this contract.

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 in a workmanlike manner by qualified, careful and efficient personnel; also, the Contractor's work shall, as 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 F., 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 A 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 in writing by the authorized Laboratory Procurement Official, 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 TBD and shall continue through TBD, unless this contract is extended by the Laboratory pursuant to the provisions of Article XII - Option 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 _____________ and is composed of the following items:

B.

The Contractor shall provide the services as described in ARTICLE I - DESCRIPTION OF WORK, Paragraph A., above, (CLIN 0001), for the firm fixed price of __________________.

C.

The Contractor shall provide the services as described in ARTICLE I - DESCRIPTION OF WORK, Paragraph B., above, (CLIN 0002) at the Not-To-Exceed ceiling price of ________________.

Labor required to perform the work under ARTICLE I - DESCRIPTION OF WORK, Paragraph B. of this contract (CLIN 0002) will be reimbursed at the fully burdened rates as set forth in Appendix “C-1”, Pricing Schedule. Reimbursement for equipment, materials, training, travel costs and other services are to be approved in advance by the Technical Representative. Appendix “A”, Argonne Terms and Conditions for Labor-Hour and Time and Materials Contracts applies to CLIN 0002.

D.

Obligation of Funds. Pursuant to Article V - Limitation of Funds of the Schedule, the amount presently obligated by the Laboratory with respect to this contract for the services as described in ARTICLE I – DESCRIPTION OF WORK is ___________, broken down as follows:

The period of performance which it is estimated the obligated amount will cover is through ____________.

E.

Revisions in Funds Obligated. The amount presently obligated by the Laboratory with respect to this contract may be increased or decreased unilaterally (except for amounts already committed for authorized work) by the authorized Laboratory Procurement Official by written notice to the Contractor (whether or not by formal modification of this contract).

F.

Limitation of Obligation. Payments by the Laboratory under this contract on account of allowable costs described in Article IV below shall not in the aggregate at any time exceed the amount obligated with respect to this contract.

G.

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.

H.

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. (Applicable to CLIN 0002).

ARTICLE IV – COMPENSATION

A.

Contract Line Item Number (CLIN) 0001 (Fixed Price) The Contractor shall be paid monthly for the services rendered under Paragraph A. of Article I (CLIN 0001) in 12 equal payments of ______________________.

B.

Contract Line Item Number (CLIN) 0002 – Special Assignments

For CLIN 0002, as set for in Paragraph B. of Article I, the Contractor shall be paid as follows the allowable costs as identified in Article III, above:

1.

Hourly Rate - The amounts computed by multiplying the appropriate loaded hourly rate, or rates, set forth in Appendix “C-1” by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

2.

Other Allowable Costs - The actual direct cost to the Contractor for other allowable costs.

In the event that items are determined necessary to perform the scope other than labor, the Contractor shall provide best pricing available to the Laboratory, including any type of government discounted pricing (GSA, ICPT, etc.). If available, Contractor shall furnish a published pricelist with your Proposal to support quoted pricing. Contractor hereby agrees in advance that those prices shall be supported by a Certificate of Commercial Pricing (Appendix L) indicating that the price the Contractor offers for sale to the public are no higher than any lower price charged to any other customer, including any governmental instrumentality, during the preceding 60 days.

C.

Payment shall be made upon the submission of acceptable invoices bearing the contract number, submitted in duplicate to or ap@anl.gov:

Accounts Payable, Bldg. 201

Argonne National Laboratory

9700 South Cass Avenue

Lemont, IL 60439-4874

Attention: Accounts Payable

D.

Attached to each billing and copy thereof, there must be furnished the following certification which must be manually signed by an authorized representative of the Contractor:

"I certify that the above bill is correct and just; that the amounts claimed represent fair charges against Argonne National Laboratory and that reimbursement has not and will not be received therefore under any other Government contract or other source of Government funds".

E.

The Contractor agrees to furnish the Laboratory, by the twenty-fifth (25th) day of each month, an estimate of accrued expenditures for that month.

F.

The Contractor shall identify the final invoice for the work by affixing in a prominent place the words FINAL INVOICE.

G.

Prior to final payment under this contract, the Contractor shall submit a completion invoice and the Contractor and each assignee under this contract whose assignment is in effect at the time of final payment under this contract shall execute and deliver:

1.

an assignment to the Laboratory, in form and substance satisfactory to the Laboratory, of refunds, rebates, credits, or other amounts (including any interest thereon) properly allocable to costs for which the Contractor has been reimbursed by the Laboratory under this contract; and

2.

a release discharging the Laboratory, the Government, and their officers, agents, and employees from all liabilities, obligations, and claims arising out of or by virtue of this contract, subject only to the exception of specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor.

H.

The Contractor shall keep and maintain records and books of account which show accurately, and in an adequate manner, the basis for receiving compensation under this contract. With respect to Contractor's personnel costs, the total time paid for all of Contractor's personnel chargeable to the Laboratory, in those labor classifications set forth in Appendix “C” attached hereto, shall be recorded on readily auditable and certified correct time records in accordance with Contractor's normal practices. The Contractor shall preserve said records and books of account for a period of three (3) years after the date of final payment under this contract. The Laboratory shall at all reasonable times, prior to and up to three (3) years after the date of final payment under this contract, have the right to examine and make copies of such records and books of account.

I.

Terms:

Net 30 days.

J.

The Laboratory will not make the final payment for CLIN 0001 work until all obligations under this contract have been completed and accepted by the Laboratory.

ARTICLE V - KEY PERSONNEL

The key personnel referred to in Appendix "A-1" are:

ARTICLE VI- DELIVERY

A.

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

B.

Ship to:

Argonne National Laboratory

9700 South Cass Avenue

Lemont, Illinois 60439

Attention:

C.

Ship via:

Most Economical Way - Prepaid

ARTICLE VII - LABORATORY REPRESENTATIVES

A.

The authorized Laboratory Procurement Official is the only person at the Laboratory who is authorized to change the statement of work or any other part of this contract.

B.

All letters and notices from the Contractor shall be submitted to the attention of All replies from the Laboratory shall be from the Procurement Department.

C.

Unless the Contractor is otherwise notified in writing, technical questions relating to the work may be discussed with , who is the Laboratory's Technical Representative on this contract.

D.

The authorized Laboratory Procurement Official hereby designates the following individuals as BPA Call Managers under this contract:

ARTICLE VIII- APPLICABLE DOCUMENTATION

The following documents are attached hereto and hereby made a part of this contract.

A.

Appendix "A", "Argonne Terms and Conditions for Commercial Items", (ANL-71COM), dated February 13, 2023. (For CLIN 0001 Work)

B.

Appendix “A” Argonne Terms and Conditions (For Labor-Hour and Times and Materials Contracts) ANL-528, dated April 24, 2024 (For CLIN 0002 Work) C.

Appendix "B" - Argonne National Laboratory Statement of Work entitled, “Telecommunication Operations and Support Services”, dated May 1, 2024.

D.

Appendix “C”, Pricing Schedule dated __________. (Applicable to CLIN 0001)

E.

Appendix “C-1”, Schedule of Labor Rates dated __________. (Applicable to CLIN 0002) F.

Appendix "D-8-C", Intellectual Property Provisions, Commercial Supplies/Services Requiring Delivery of Data, dated December 12, 2023.

G.

Appendix “E”, Moderate Risk Work by Contractors on the Argonne Site, Supplemental Conditions, ANL-366L, dated September 1, 2023.

H.

Appendix "F", Sample Specific Assignment Form

ARTICLE IX - CONDUCT OF EMPLOYEES

The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, and integrity and shall be responsible for taking such disciplinary action with respect to its employees as may be necessary. The Contractor shall immediately remove from the work any employee of the Contractor who, in the sole discretion of the Laboratory, is found to be unsatisfactory in technical performance or personal conduct.

ARTICLE X - RIGHTS TO PROPOSAL DATA

It is agreed that, as a condition of the award of this contract, and notwithstanding the provisions of any notice appearing on the proposal, the Government shall have the right to use, duplicate, disclose and have others do so for any purpose whatsoever, the technical data contained in the proposal upon which this contract is based.

ARTICLE XI - CONFLICTS OF DOCUMENTATION

Any discrepancy, inconsistency, or conflict in this SCHEDULE or in one or more of the documents identified in Article VIII which can be reasonably ascertained by the Contractor shall be immediately submitted to the Laboratory for its written decision. Any work undertaken by the Contractor without such decision shall be at the Contractor's own risk.

ARTICLE XII - CONTINUITY OF SERVICES

A.

The Contractor recognizes that the services under this contract are vital to the Laboratory and must be continued without interruption and that, upon contract expiration, a successor, either the Laboratory or another contractor, may continue them. The Contractor agrees to exercise its best efforts and cooperation to allow an orderly and efficient transition to a successor.

B.

The Contractor shall, upon the Laboratory Procurement Official’s written notice, 1.

furnish phase-in, phase-out services for up to 30 days after this contract expires and

2.

The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

C.

The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract.

D.

The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

ARTICLE XIII - OPTION

The Laboratory shall have the unilateral option to extend the CLIN 0001 and CLIN 0002 services specified in Article I of this contract for four (4) successive periods of twelve (12) months each at the pricing contained in Appendix “C” and Appendix “C-1” by giving written notice to the contractor at least thirty (30) calendar days prior to the expiration of the preceding period. All terms and conditions applicable to the original contract, as amended, will apply to each extension and each option to extend the contract shall be considered to include this option provision, as amended.

ARTICLE XIV - ORGANIZATIONAL CONFLICTS OF INTEREST

A.

Purpose. The purpose of this article is to ensure that the Contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

B.

Scope. The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "Contractor") in the activities covered by this article as a prime Contractor, subcontractor, cosponsor, joint venturer, consultant, or in any similar capacity.

1.

Use of Contractor's Work Product.

a.

The Contractor shall be ineligible to participate in any capacity in Laboratory contracts, subcontracts, or proposals therefore (solicited and unsolicited) which stem directly from the Contractor's performance of work under this contract for a period of five years after the completion of this contract. Furthermore, unless so directed in writing by the Laboratory, the Contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the Contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the Contractor from competing for follow-on contracts for advisory and assistance services.

b.

If, under this contract, the Contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the Contractor shall be ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The Contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Laboratory Procurement Official, in which case the restriction in this subparagraph shall not apply.

c.

Nothing in this paragraph shall preclude the Contractor from offering or selling its standard and commercial items to the Government or Laboratory.

2.

Access to and use of information.

a.

If the Contractor, in the performance of this contract, obtains access to information, such as Department plans, policies, reports, studies, financial or similar Laboratory information plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Laboratory Procurement Official it shall not: (A) use such information for any private purpose unless the information has been released or otherwise made available to the public; (B) compete for work for the Laboratory or the Department based on such information for a period of six (6) months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first; (C) submit an unsolicited proposal to the Laboratory or the Government which is based on such information until one year after such information is released or otherwise made available to the public; and (D) release such information unless such information has previously been released or otherwise made available to the public by the Laboratory or the Department.

b.

In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

c.

The Contractor may use technical data it first produces under this contract for its private purposes consistent with subparagraphs B., 2., a., (A) and (D) of this article and the patent, rights in data, and security provisions of this contract.

C.

Disclosure after award.

1.

The Contractor agrees that, if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Laboratory Procurement Official. Such disclosure may include a description of any action which the Contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. The Laboratory may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Laboratory.

2.

In the event that the Contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the Laboratory Procurement Official may terminate this contract for default.

D.

Subcontracts.

1.

The Contractor shall include an article, substantially similar to this article, including this paragraph, in subcontracts expected to exceed the simplified acquisition threshold determined in accordance with 48 CFR (FAR) Part 13 and that involve performance of advisory and assistance services as that term is defined at 48 CFR (FAR) 37.201. The terms "contract," "Contractor," and "Laboratory Procurement Official" shall be appropriately modified to preserve the Laboratory's and the Government's rights.

2.

Prior to the award under this contract of any such subcontracts for advisory and assistance services, the Contractor shall obtain from the proposed subcontractor or consultant the disclosure required by 48 CFR (DEAR) 909.507-1, and shall determine in writing whether the interests disclosed present an actual or significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the Contractor shall take actions to avoid, neutralize, or mitigate to the satisfaction of the Contractor the organizational conflict. If the conflict cannot be avoided or neutralized, the Contractor must obtain the approval of the Laboratory Procurement Official prior to entering into the subcontract.

E.

Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential, organizational conflict of interest at the time of or after award, the Laboratory may terminate the contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

F.

Waiver. Requests for waiver under this article shall be directed in writing to the Laboratory Procurement Official and shall include a full description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Laboratory, the Laboratory Procurement Official may grant such a waiver in writing.

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

UCHICAGO ARGONNE, LLC

(Operator of Argonne National Laboratory)

UNOFFICIAL COPY

By:

Title:

Title:

Date:

Procurement Department

Date: