Section II_Attachment 2_Sample IDIQ Subcontract_RFP 26-003.pdf

Indefinite Delivery Indefinite Quantity

IDIQ AGR XXXXXX

INDEFINITE DELIVERY INDEFINITE QUANTITY (IDIQ)

by and between

THE TRUSTEES OF PRINCETON UNIVERSITY

Represented by Princeton Plasma Physics Laboratory (hereinafter called “Princeton”, “PPPL”, “Princeton

Plasma Physics Laboratory” and “Buyer”)

AND

TBD

A corporation organized and existing under the laws of the state of TBD, whose principal offices are located at TBD (hereinafter called “Subcontractor” or “Seller”).

INTRODUCTION

The Trustees of Princeton University have entered into Contract No. DE-AC02-09CH11466 (hereinafter called “Prime Contract”) with the United States (U.S.) Department of Energy (hereinafter called the "DOE"), an agency of the U.S. Government (hereinafter called “Government”), for the management and operation of the Princeton Plasma Physics Laboratory (hereinafter called “PPPL”). This Indefinite Delivery Indefinite Quantity (IDIQ) subcontract is entered into in furtherance of the performance of the work provided for in the Prime Contract.

“Princeton” and the “Subcontractor” constitute the “Parties” referenced in this Indefinite Delivery Indefinite Quantity (IDIQ) subcontract.

Nothing in this IDIQ Subcontract shall be deemed as creating any relationship between the Laboratory and Subcontractor other than that of buyer and seller or PPPL and Subcontractor. Subcontractor shall not interpret any clause contained herein as being binding or purporting to bind the Government of the United States.

THEREFORE, the parties mutually agree to perform their respective obligations in accordance with the articles, terms and conditions, the documents referenced or incorporated herein, which constitute to entire IDIQ Subcontract and shall supersede all prior negotiations, representations, or agreements, whether verbal or written.

ARTICLE I - STATEMENT OF WORK

i. The Subcontractor shall provide Internal Audit Services and shall furnish all personnel (except as may be expressly set forth in this master Indefinite Delivery/ Indefinite Quantity (IDIQ) subcontract or any Task Order (TO) against this IDIQ subcontract as furnished by PPPL) and otherwise do all things necessary for, or incident to, performance of these requirements in accordance with the Statement of Sork (SOW) provided in for Internal Audit Services; Category https://www.pppl.gov/

PRINCETON PLASMA IDIQ AGR-26XXXXX

PHYSICS LABORATORY Page 2 of 10

Exempt; Dated November 7, 2025; Rev. 0 (IDIQ SCHEDULE B) of this IDIQ subcontract and all TO’s issued against this IDIQ subcontract.

ii. Task Orders issued under this IDIQ will be either as a fixed-price, or as time-and-material Task Orders.

iii. Subcontractor personnel, including approved lower tier subcontractor personnel, assigned to perform work in accordance with the requirements of the SOW incorporated under a PPPL subcontract shall meet the qualifications, experience and continuing professional educational requirements prescribed by the Statement of Work, Section 7.0 Subcontractor Qualifications.

ARTICLE II – PERIOD OF PERFORMANCE AND OPTION PERIODS

The term of the proposed Indefinite Delivery Indefinite Quantity (IDIQ) is two (2) years from the date of execution, with option to extend the performance period for three (3) consecutive twelve (12) month periods; a total of five (5) years if all options are exercised.

Period Start Date End Date Base Period 1:

Base Period 2:

Option Period 1:

Option Period 2:

Option Period 3:

This IDIQ Subcontract is renewable, at the option of PPPL, by the giving of written notice of renewal to the Subcontractor. The total duration of this IDIQ subcontract, including the exercise of any options under this clause, shall not exceed five (5) years.

Task Orders, written pursuant to Article V - IMPLEMENTATION OF TASK ORDER(S), may be issued at any time during the term of this IDIQ subcontract, and the period of Task Order performance may extend beyond the performance period of the IDIQ subcontract.

ARTICLE III – OPTION TO EXTEND (OPTION PERIODS)

PPPL shall have the unilateral right to extend the IDIQ performance period within 30 days written notice to the Subcontractor. Once a final determination has been made to exercise the option, a modification to the IDIQ extending the performance period will be issued. A notice of intent to exercise the option does not commit PPPL to the extension of the IDIQ performance period.

ARTICLE IV- FUNDING OBLIGATION

1. TOTAL AMOUNT OF CONTRACT

The total amount of the capacity under this IDIQ shall not exceed $3 Million. There is no limit of the number of Task Orders that may be executed against this subcontract; however, the cumulative total of all Task Orders issued under this IDIQ shall not exceed the $3 Million.

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2. MINIMIM GUARANTEE

The minimum guarantee for each Task Order is $1,000.00

3. The funds obligated under this Indefinite Delivery Indefinite Quantity Subcontract shall be shown on each individual Task Order written pursuant to this Subcontract. The Subcontractor is not obligated to continue performance under any Task Order or otherwise incur costs in excess of amount specified, until a modification to the Task Order is executed to increase the funding and amount specified. PPPL is not obligated to compensate Subcontractor for expenses incurred or commitments made before or after the [effective date] unless an Option period is exercised with formal written notification and modification to this Subcontract.

4. Other than the minimum guaranteed Subcontract value, PPPL has no obligation to issue Order(s) under this Subcontract, and all Orders are subject to the availability of funding.

ARTICLE V - RATE SCHEDULE

The Subcontractor shall use rates set forth in Schedule D titled_ Attachment 3_Labor Rates and Cost Estimate Worksheet in the preparation of price proposals or cost estimates.

A. DEFINITIONS:

• Direct Labor Cost or Direct Labor Rate - These terms mean hourly wages paid by the

Subcontractor to its personnel for hours the personnel actually worked as authorized by PPPL in Task Orders issued under this Agreement.

• Fully Burdened Rate: Costs include but are not limited to payroll taxes, pension costs, health insurance, dental insurance, and any other benefits provided to subcontractors’ personnel.

• Subcontracted Personnel - This term, as used throughout this Agreement, shall mean the personnel assigned to work at PPPL by the Subcontractor and remain employees of the Subcontractor and not of PPPL.

B. FULLY BURDENED CHARGE OUT RATES:

The fully burdened charge out rates for each labor category are identified in Schedule D titled_ Attachment 3_Labor Rates and Cost Estimate Worksheet

C. APPLICABLE RATES

Applicable rates to each Task Order issued under this Subcontract will be as follows. If a discipline is not listed in the Rate Schedule and is required for a specific Task Order, that labor category fully burdened rate shall be negotiated before the award of that Task Order.

The labor category fully burdened rate provided by the subcontractor, and determined fair and reasonable by PPPL, are legally binding and will be the maximum rates at the Task Order level;

however, lower rates may be offered at the Task Order level.

Task Orders shall use the awarded prices effective for the duration period the Task Order is issued.

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ARTICLE VI - IMPLEMENTATION OF TASK ORDER(S)

The purpose of this IDIQ is to specify in writing the agreement of the parties to the terms and conditions that will apply to Task Orders issued under this IDIQ and the method of issuing Task Orders and of establishing their price. A Fixed-Price or Time and Materials Task Order will be established by PPPL based upon the requirements and associated deliverables outlined within the Task Order Statement of Work.

A Task Order proposal will be requested in writing by the Procurement Specialist and will define the 1.

Task Order scope of work; 2. location of work; 3. Contract Type and 4. Period of Performance the work is to be performed. Subcontractor personnel shall not commence any work (on or off site), nor report for the assignment without the fully executed Task Order.

The Subcontractor shall prepare an estimate of their time and costs to perform the work and submit their proposal in writing to the Procurement Specialist within the specified time in each request for proposal.

Proposal cost breakdowns shall be included in the Task Order Proposal Excel spreadsheet.

A. Subcontractor's cost estimate for the required disciplines for the specific project work correlating to those disciplines listed in the Rate Schedule included in the subcontract.

B. Number of hours estimated for each required discipline

C. Subtotals for all disciplines calculated separately for any proposed Sub-Tier contractor

D. Proposed travel expenses. The maximum reimbursement for travel expenses under this subcontract is based on the various rates published by the General Services Administration (GSA) and PPPL’s Subcontractor Guidelines for Travel. Proposals that include travel expenses must show the proposed travel expense totals broken down into various types of individual travel expenses as follows:

The anticipated number of trips and types of travel (personal car, commercial air, etc.)

Number of individuals traveling on each trip, Number of miles to driven per rip and in total, Daily vehicle rental rate proposed for any rental car needs, Number of airfares required for purchase and Number of days lodging and meals required for each individual traveling and the calculations to arrive at the amount proposed using the applicable rates for each type of expense.

E. The Procurement Specialist may issue Task Orders at any time during the current subcontract performance period up to the last day of the performance. Performance of work under individual task Orders will be as stated in the Task Order and may extend beyond the subcontract period of performance that was current when the Task Order was issued.

F. Subcontractor shall not initiate any work prior to receipt of written Task Order from the PPPL Procurement Specialist. Authorization to commence work shall be solely upon the receipt of a fully executed Task Order. Upon receipt of the written Task Order, technical assignments and authorizations regarding the work will be issued by the Princeton Technical Representative (PTR).

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G. Task Orders will be sequentially numbered. PPPL shall issue a Task Order (see Schedule E) to the Subcontractor for each request of services for qualified personnel which defines the specific services, specific rates, period of performance and the Task Order total price.

H. Amounts specified on Task Orders represent the maximum ceiling (an amount not to exceed) and approved funding limit. Task Order funding obligation will be identified at the time of award pursuant to the clause titled Limitation of Funds (FAR 52.232-22) or Limitation Costs (FAR 52.232-20). PPPL will only reimburse for the actual costs incurred. Such amounts may not be exceeded without written approval of PPPL.

I. By the terms and conditions of this IDIQ subcontract Task Orders written pursuant to this Subcontract shall be construed as automatically incorporating the terms and conditions of this Subcontract and shall be subject to the same.

J. A Task Order may be changed unilaterally. Any change to a Task Order shall be in the form of a written modification to that Task Order.

K. A Task Order may be terminated by PPPL at any time without prior written notice. Confirming written notification shall be provided; however, failure to provide written confirmation shall not invalidate any termination.

L. Each Task Order shall be subject to the provisions of this Subcontract, and no Task Order shall be construed as a modification of the Subcontract. In the event of an inconsistency between the Task Order and the Subcontract the latter shall govern.

M. Separate Subcontract Modifications will be issued to modify the terms and conditions set forth herein.

ARTICLE VII – SUBCONTRACTOR PERFORMANCE

1. During the performance period of the Task Order, and while the Subcontractor’s personnel are performing services for PPPL, an appointed PPPL technical point of contact will oversee the work completed by the Subcontractor’s personnel and provide feedback to the Subcontractor. The Task Order shall not be construed in any manner which infers that the Subcontractor’s personnel are employees of PPPL. By virtue of the Subcontract, they shall continue and remain employees of the Subcontractor.

2. PPPL reserves the right to provide feedback to the Subcontractor’s Account Manager and expect that any performance concerns are addressed immediately no later than 48 hours after notification. The Subcontractor will have the opportunity to furnish replacements for any professional personnel whose performance fails to meet the minimum qualifications or who fail to comply with PPPL policies and procedures.

3. PPPL shall provide such working space, equipment, furniture, facilities, and utilities as may be required for performance of said service by the Subcontractor’s personnel while they are working at PPPL.

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4. Issuance of Task Orders for Subcontractor's services hereunder is wholly within the discretion of PPPL. Nothing herein shall be construed to require PPPL to use these services for any purpose or to limit PPPL's use of its own employees or other Subcontractors to perform similar work at PPPL.

ARTICLE VIII – TRAVEL

Travel Travel, when identified in a Task Order request, will be estimated for all requests using the PPPL’s Subcontractor Guideline for Travel Policy (IDIQ Schedule C).

Travel Directed by PPPL PPPL may, at its direction, direct travel of the Subcontractor’s personnel in the conduct of PPPL’s business.

Reimbursement shall be made through the Task Order and shall be in accordance with PPPL’s General Guidelines for Subcontractor Travel.

ARTICLE IX – PAYMENTS

1. PPPL shall reimburse the Subcontractor in accordance with this ARTICLE for work performed under a Task Order issued under this IDIQ.

The funds obligated under this Indefinite Delivery Indefinite Quantity (IDIQ) Subcontract shall be shown on each individual Task Order written pursuant to this Agreement.

Invoices shall bear, at a minimum, the following certification language or variation thereof signed by a responsible official of the Subcontractor:

"The undersigned certifies that the information set forth herein is true and correct and may be used as a basis for payment for work performed.

[Authorized Subcontractor’s Personnel]”

Invoices for work accomplished in accordance with each Task Order shall be submitted electronically (PDF format) to the following email address, or mailed to the following mailing address:

Email: Accounts_Payable@pppl.gov

IDIQ Number IDIQ AGR-260XXX-Task Order XXXX

Subcontractor Name

Invoice Attached

Example: Subject: IDIQ AGR-2600XX Invoice Attached mailto:Accounts_Payable@pppl.gov

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For Time and Materials Task Orders, the following additional support documents must be submitted with the invoice summary of billable fully burdened rate, worked by a Subcontractor’s personnel, by labor category (if applicable), by his/her labor billing rate.

2. All payroll deductions for the Subcontractor’s personnel shall be deducted by and remain the responsibility of the Subcontractor.

A. It is the responsibility of the Subcontractor to reconcile payments by PPPL to their records, and to notify PPPL of any discrepancies. PPPL shall not be liable for lost time attributable to lateness, illness, holidays, acts of God, or other causes of non-performance beyond the reasonable control of PPPL. PPPL shall in no instance pay the Subcontractor’s personnel directly or assume responsibility for nonpayment of any personnel by the Subcontractor.

B. PPPL and the Government shall, in additional to any other rights of audit authorized by this Agreement, have the right to examine the records of the Subcontractor to ensure that direct labor rates actually paid Subcontractor’s personnel conform to the appropriate Task Orders and to the terms and conditions of this Agreement. PPPL shall have the remedy to recover excess costs paid to the Subcontractor if it is shown that actual reimbursement to the Subcontractor’s personnel was less than that specified in the Task Order relating to that Subcontractor’s personnel.

3. Prior to final payment under each Task Order and as a condition thereof, the Subcontractor must furnish PPPL a completed and signed Release of Claims certificate. (The Procurement Specialist will provide Certificate form).

ARTICLE X – ACCELERATED PAYMENT FOR SMALL BUSINESS (If Applicable) Based on the Subcontractor's representation that it is a small business as defined by the US Small Business Administration, PPPL will make every practicable effort to pay the subcontractor Net 15 days from the latter of (1) receipt of the Subcontractor’s proper invoice, if required, or (2) delivery of items/completion of work. Any offered discount shall be taken if payment is made within the discount period that the Subcontractor indicates. Payments shall be made either by check or electronic funds transfer, at the option of Princeton. Payment shall be deemed to have been made as of the date of the check or the date on which an electronic funds transfer was made.

ARTICLE XI - TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

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

Subcontractor Technical Representative

TBD TBD

Subcontract Administrative Representative

TBD TBD

Princeton Technical Representative (PTR)

TBD TBD

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Procurement Specialist Cheryl Colan CColan@pppl.gov Phone: 609.243.3486

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

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

Except for those instances identified in the Statement of Work where PPPL specifically directs the Subcontractor to communicate directly with others, PPPL shall be responsible for all liaison and communication with the Government and/or PPPL's customers as well as Princeton's other Subcontractors for the length of this Subcontract.

ARTICLE XII – NOTIFICATIONS

The Subcontractor shall provide notification to the Procurement Specialist of potential changes to this subcontract (including Task Orders). The primary purpose of this Article is to obtain prompt reporting by the Subcontractor of circumstances or PPPL actions that the Subcontractor considers to constitute a change to this Subcontract. The Subcontractor shall notify the Procurement Specialist in writing of any actions, inactions, or communications by PPPL that the Subcontractor regards as a potential change to the Subcontract. This notice requirement does not apply to formal modifications identified as such in writing and signed by the Procurement Specialist pursuant to the Subcontract’s Changes Clause (A17). The Subcontractor shall provide the notice promptly, but no later than ten (10) calendar days from the date that the Subcontractor identifies the potential change. Based on the most accurate information available to the Subcontractor, the notice shall state:

• The date, nature, and circumstances of the conduct regarded as a change;

• The name, function, and activity of each PPPL individual and Subcontractor official or personnel involved in or knowledgeable about such conduct;

• The identification of any documents and the substance of any oral communication involved in such conduct;

• In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; and

• The elements of Subcontract performance for which the Subcontractor may seek an equitable adjustment under this clause.

ARTICLE XIII- IDENTIFICATION BADGES

A. All Subcontracted personnel, while assigned to work on-site at PPPL, must report to the Office of Human Resources at the beginning of his/her first day at PPPL, prior to reporting to his/her mailto:CColan@pppl.gov

PHYSICS LABORATORY Page 9 of 10 work site. The PPPL Office of Human Resources is located on the first floor of the Lyman Spitzer Building (LSB). Each Subcontractor’s personnel will be required to complete an ID Badge Data Sheet and will be given instructions on how to obtain a Photo-ID Badge, if required. Subcontracted personnel must always wear their Visitor Photo-ID Badge while on-site at PPPL and may be held accountable for the loss and replacement value.

B. Subcontractor’s personnel that expect to work on-site at PPPL for forty (40) hours or more shall be required to take PPPL’s General Employee Training (GET) Course (which is approximately two (2) hours in length). It is anticipated that this training be completed on the first day when processing through the PPPL Office of Human Resources.

C. Those not requiring training (will be working on-site at PPPL less than 40 work hours during the next twelve months) will be issued daily badges (“one day” badges), by the PPPL entry gate Security Guard, a “one day” badge that may be disposed of at the end of the day.

D. Upon completion or termination of the assignment, the Subcontractor’s personnel must report the PPPL Office of Human Resources for out-processing. This normally occurs on the last day of the assignment. Subcontractor’s personnel should email the Office of Human Resource at

E. hr-staff@pppl.gov to arrange for an out-processing appointment. The Check Out Sheet must be completed and submitted during out-processing.

F. In the event that the Subcontractor’s personnel leave without processing through the PPPL Office of Human Resources, it is the Subcontractor’s responsibility to ensure that all exit items are reconciled with PPPL, including the return of all PPPL ID Badges and office equipment.

PPPL RESERVES THE RIGHT TO WITHHOLD PAYMENT AGAINST ANY UNLIQUIDATED TASK

ORDER INVOICES UNTIL ALL OUT-PROCESSING REQUIREMENTS HAVE BEEN SATISFIED.

ARTICLE XIV - INSURANCE

An insurance certificate that conforms to the requirements of PPPL General Provisions Clause T4. TERMS AND CONDITIONS OF INSURANCE must be submitted by Subcontractor to PPPL for review and approval within ten calendar days after IDIQ award and must be approved by PPPL before any work may be performed under this IDIQ. The Liability and Professional insurance maintained as required by PPPL General Provisions Clause T4 Terms and Conditions of Insurance will include “The Trustees of Princeton University, including its officers, employees and agents and the U.S. Government shall be named s additional insured’s.”

ARTICLE XV- INSOLVENCY

PPPL reserves the right to cancel this Agreement, by written notice to the Subcontractor, upon the happening of a voluntary filing of a petition under the bankruptcy laws of the United States, the execution of an assignment for the benefit of creditors, a calling of a meeting of creditors, an appointment of a dissolution or liquidation agent or committee, or an application for the appointment of a receiver. The Subcontractor shall immediately inform PPPL, in writing, of any such occurrence.

ARTICLE XVI- PROPRIETARY INFORMATION

It is understood that in the performance of the requirements of this Subcontract proprietary information and/or material may be given to or inadvertently come into the possession of Subcontractor personnel.

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The Subcontractor hereby agrees that information will be kept confidential and will not be copied, disclosed, or make use of except as authorized by PPPL.

ARTICLE XVII- ORDER OF PRECEDENCE

A. INDEFINITE DELIVERY INDEFINITE QUANTITY (IDIQ) Subcontract IDIQ2305

B. Terms and Conditions (Schedule A)

• Part A (Common Clauses) Noncommercial; Rev 25_Feb2024

• Part C PPPL-PD-C (Over $500K); Rev 14_ Sept2022

• Part D PPPL-PD-D (Fixed Price) Rev. 10;_Sept2022

• Part E PPL-PD-E (Cost Reimbursement); Rev 12; May 2019

• Part F PPPL-PD-F (T & M) -Rev. 10_Feb2024

• Part T PPPL-PD-T Provisions for Work Performed on the PPPL Site-Rev5_Sept2022

C. Statement of Work Internal Audit Services; Category Exempt; Dated November 7, 2025; Rev. 0 (Schedule B)

D. Subcontractor Guidelines for Travel Rev 21_Aug2022 (Schedule C)

E. Attachment 3a_Labor Rates and Cost Estimate Worksheet_ (Schedule D)

F. Sample Task Order (Schedule E)

IN WITNESS WHEREOF, the Parties hereto have executed this Indefinite Delivery Indefinite Quantity.

TBD THE TRUSTEES OF PRINCETON UNIVERSITY

BY: BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE: