Section II.Cover Page.pdf

Section II Sample Subcontract

PPPL General Provisions Part T – Provisions for Work Performed on the PPPL Site

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T1. PERMITS AND RESPONSIBILITIES (NOV 1991)

The Subcontractor shall, without additional expense to Princeton, be responsible for obtaining any necessary licenses and permits, and for complying with any Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work. The Subcontractor shall also be responsible for all damages to persons or property that occurs as a result of the Subcontractor's fault or negligence. The Subcontractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work that may have been accepted under the contract.

T2. COMPLIANCE WITH 10 CFR 851 AND PRINCETON WORKER SAFETY AND HEALTH

PROGRAM BY INTEGRATION OF ENVIRONMENT, SAFETY AND HEALTH INTO WORK PLANNING

AND EXECUTION (OCT 2015)

(a) In performing work under this Subcontract, the Subcontractor and all of its lower-tier subcontractors at all levels shall comply with all applicable federal, state and local environment, safety and health laws and regulations. The Subcontractor and all of its lower-tier subcontractors at all levels must comply with 10 CFR 851 Worker Safety and Health Program, Princeton’s Worker Safety and Health Program, and DEAR 970.5223- 1, Integration of ES&H into Work Planning and Execution (Dec. 2000). Compliance with 10 CFR 851 and DEAR 970.5223-1 is to be guided by following paragraphs (b) through (g) set forth below.

(b) The Subcontractor shall perform work safely, in a manner ensuring adequate protection for employees, the public, and the environment and will be held accountable for the safe performance of work. The Subcontractor will exercise a degree of care commensurate with the work and the associated hazards.

The Subcontractor will ensure that management of environment, safety and health (ES&H) functions and activities becomes an integral and visible part of the Subcontractor's work planning and execution process. The Subcontractor will, in the performance of work, ensure that:

(1) Personnel possess the experience, knowledge, skills, and abilities that are necessary to discharge their responsibilities, and will retain records respecting such competency and qualifications, making them available upon request.

(2) Resources are effectively allocated to address ES&H, programmatic, and operational considerations. Protecting employees, the public and the environment is a priority whenever activities are planned and performed.

(3) Prior to work performance, the associated hazards will be evaluated and a set of ES&H standards and requirements will be established and implemented to provide assurance that employees, the public, and the environment are protected from adverse consequences.

(4) Administrative and engineering controls to prevent and mitigate hazards are tailored to the work being performed and associated hazards. Emphasis will be on designing the work and/or controls to reduce or eliminate the hazards and to prevent accidents and unplanned releases and exposures.

(5) Line management is responsible for the protection of employees, the public, and the environment.

Line management includes those Subcontractor and lower-tier subcontractor employees managing or supervising employees performing work.

(6) Clear and unambiguous lines of authority and responsibility for ensuring ES&H compliance will be established and maintained at all organizational levels.

(c) The Subcontractor, relative to the Statement of Work and Subcontract specifications, agrees to accept Princeton’s DOE-approved Worker Safety and Health Program and the Integrated Safety Management

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System as its own, and perform and manage work in accordance with such program. The Subcontractor shall demonstrate through documentation and work practices that performance of work under this Subcontract:

(1) fulfills the scope of work set out in the Subcontract;

(2) identifies and analyzes specific, task-level hazards associated with the work;

(3) develops and implements hazard controls;

(4) allows the performance of work within the controls

(5) provides feedback on the adequacy of controls and continued improvement in safety management.

(d) In performing work in accordance with Princeton’s DOE-approved Worker Safety and Health Program and the Integrated Safety Management System the Subcontractor will, prior to initiation of work:

(1) Demonstrate well-established safety protocols applicable to the scope of work and consistent with the requirements of this clause.

(2) Prior to commencement of work on any construction activity, the Subcontractor must prepare a written Integrated Safety Management (ISM) Plan (construction project safety and health plan) that implements the requirements of items A-G below for the construction work under their responsibility and obtain approval of the plan by the Princeton Technical Representative (PTR) prior to commencement of any work covered by the plan. In the plan, the Subcontractor must designate the individual(s) responsible for its on-site implementation, specify qualifications for those individuals, and provide a list of those project activities for which subsequent job hazard analyses are to be performed (see item A). The level of detail within the ISM Plan should be commensurate with the size, complexity and risk level of the construction project. In addition, the Subcontractor must:

A. Prepare, and have approved by the Princeton Technical Representative, job hazard analyses (JHAs) in accordance with PPPL procedure ESH-004 prior to commencement of affected work. The JHAs must identity foreseeable hazards and protective measures, and address further hazards revealed by any supplemental information provided by the Princeton Technical Representative.

B. Provide (for approval by the Princeton Technical Representative) drawings and/or other documentation of protective measures for which applicable OSHA standards require preparation by a Professional Engineer or other qualified individual (these should be included in the ISM Plan).

C. Identify for approval by the Princeton Technical Representative competent persons for activities as required by applicable OSHA standards (these should be included in the ISM Plan).

D. Ensure workers are aware of foreseeable hazards and the protective measures as defined by the JHAs and require that workers acknowledge being so informed.

E. Ensure that workers not following the safe work practices are subject to the Subcontractor’s disciplinary process.

F. Maintain a designated representative onsite during all active construction that is knowledgeable of the associated hazards and has the authority to act on behalf of the Subcontractor; and that makes frequent and regular inspections of the construction

PPPL-PD-T; Rev 5; 09-2022 Page 3 of 9 worksite to identify and correct any instances of noncompliance with project safety and health requirements.

G. Instruct workers to report to the Subcontractor’s designated representative, hazards not previously identified or evaluated. If immediate corrective action is not possible or the hazard falls outside the project scope, the Subcontractor must immediately notify affected workers, post appropriate warning signs, modify the appropriate JHAs, implement needed interim control measures, and notify the Princeton Technical Representative of the action taken. The Subcontractor or the designated representative must stop work in the affected area until appropriate protective measures are established.

(e) The Subcontractor’s on-site ES&H activities will be subject to review by the Technical Representative of this Subcontract. Other representatives of PPPL may conduct periodic inspections of the Subcontractor’s on-site offices, equipment, work and storage areas for compliance with the applicable ES&H requirements. The Princeton Administrative Representative for this Subcontract will notify the Subcontractor in writing of any observed non-compliance with applicable ES&H requirements. The Subcontractor shall immediately take appropriate corrective action. The Subcontractor shall advise the Princeton Administrative Representative, in writing, within five (5) working days of the corrective action taken on any safety non-compliance noted. If the Subcontractor fails or refuses to correct the safety non-compliance, Princeton may perform, or cause to be performed, the necessary corrective work and unilaterally charge the Subcontractor for the cost thereof. Such charges will be deducted from payments otherwise due the Subcontractor under this Subcontract. Repeated or willful non-compliances with applicable ES&H requirements by the Subcontractor shall constitute a default under other provisions of this Subcontract and Princeton may terminate the Subcontract in accordance with those provisions.

(f) The Subcontractor shall promptly evaluate and resolve any non-compliance with applicable ES&H requirements. If the Subcontractor fails to provide resolution or if, at any time, the Subcontractor’s acts or failure to act causes substantial harm or an imminent danger to the environment, or health and safety of employees or the public, any employee, subcontractor, visitor, or other individual at Princeton may issue an order stopping work in whole or in part and the Subcontractor shall be liable for the delay and any costs thereby incurred. Any stop-work order issued by Princeton under this clause (or issued by the Subcontractor to a lower-tier subcontractor in accordance with this clause) shall be without prejudice to any other legal or contractual rights of Princeton. In the event that Princeton issues a stop-work order, an order authorizing the resumption of the work may be issued at the discretion of Princeton.

The Subcontractor shall not be entitled to an extension of time, or additional cost or fee, or damages by reason of, or in connection with, any work stoppage ordered in accordance with this clause.

(g) The Subcontractor is responsible for its lower-tier subcontractors’ compliance with the ES&H requirements of this Subcontract. The Subcontractor shall include a clause substantially the same as this clause in lower-tier subcontracts involving complex or hazardous construction work on site at a DOE-owned or –leased facility. Such lower-tier subcontracts shall provide for the right to stop work under the conditions described herein.

T3. WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (DEC 2010)

(This clause is applicable if subcontract is greater than $25,000 AND if Subcontractor personnel working on site at PPPL are performing functions subject to the requirements of 10 CFR 707.2, i.e., subcontracts that involve (i) access to or handling of classified information or special nuclear materials, (ii) high risk of danger to life, the environment, public health and safety, or national security; or (iii) transportation of hazardous materials to or from a DOE site.)

(a) Program Implementation. The Subcontractor shall, consistent with 10 CFR part 707.2, Workplace Substance Abuse Programs at DOE Sites, incorporated herein by reference with full force and effect, develop, implement, and maintain a workplace substance abuse program.

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(b) Remedies. In addition to any other remedies available to Princeton, subcontractor's failure to comply with the requirements of 10 CFR part 707.2 or to perform in a manner consistent with its approved program may render the Subcontractor subject to: the suspension of subcontract payments, or, where applicable, a reduction in award fee; termination for default; and suspension or debarment.

(c) Lower-Tier Subcontracts.

(1) The Subcontractor agrees to notify the Princeton Procurement Specialist reasonably in advance of, but not later than 30 days prior to, the award of any lower tier subcontract the Subcontractor believes may be subject to the requirements of 10 CFR Part 707.

(2) Princeton shall require all lower-tier subcontracts, subject to the provisions of 10 CFR Part 707.2, to agree to develop and implement a workplace substance abuse program that complies with the requirements of 10 CFR Part 707.2, Workplace Substance Abuse Programs at DOE Sites, as a condition for award of the lower-tier subcontract. Princeton shall review and approve each lower-tier subcontractor’s program and shall periodically monitor each subcontractor’s implementation of the program for effectiveness and compliance with 10 CFR Part 707.2.

(3) The Subcontractor agrees to include, and require the inclusion of, the requirements of this clause in all subcontracts, at any tier, that are subject to the provisions of 10 CFR Part 707.2.

T4. TERMS AND CONDITIONS OF INSURANCE (MAR 2019)

(a) Where this Agreement requires the furnishing of on-site labor, the Subcontractor shall maintain and keep in force at Subcontractor’s expense, the following minimum liability insurance coverage during the Agreement period of performance:

TYPE IN THE

NAME OF LIMITS

(i) Workers Compensation Subcontractor Statutory

(ii) General Liability - General Aggregate Subcontractor $1,000,000

Completed Operations Aggregate Limit $1,000,000

Personal & Advertising Injury Per Offense Limit $300,000

Each Occurrence Limit $300,000

Damage to Premises Rented to You Limit $100,000

Medical Expense Limit per Occurrence $5,000

Coverage A Employee Injury Aggregate Limit $500,000

Coverage A Employee Injury Limit - BI by Disease each Employee

$100,000

(iii) Automobile Liability Bodily Injury and Property Damage (minimum required)

$300,000

$300,000 Deductible

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(b) If the Subcontractor is required to maintain a professional license in order to practice his/her profession, Contractor must maintain professional liability insurance in the amount of $2 million per occurrence. Professions this applies to, but is not limited to, include architects, engineers, attorneys, physicians, nurses and physical therapists. This sample list of professions is representative only and is not meant to be complete.

(c) The Subcontractor shall insert the substance of this clause, including this paragraph (c), in lower-tier subcontracts under this subcontract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in paragraph (a) above. At least 5 days before entry of each such subcontractor's personnel on the Government installation, the Subcontractor shall furnish (or ensure that there has been furnished) to PPPL a current certificate of insurance, meeting the requirements of paragraph (b) above, for each such subcontractor.

(d) The Automobile Liability insurance specified in subparagraph (a)(iii) shall provide coverage for any vehicle used by the Subcontractor.

(e) All policies shall be underwritten by a carrier licensed in the State of New Jersey and rated at least

“A- ” in Best’s Key Rating Guide. “The Trustees of Princeton University, including its officers, employees and agents” and the U.S. Government shall be named as additional insureds in the General Liability policy specified in subparagraph (a)(ii). The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective (1) for such period as the laws of the State in which this subcontract is to be performed prescribe or (2) until 30 days after the insurer or the Subcontractor gives written notice to PPPL, whichever period is longer. Additionally, each policy of insurance shall contain an endorsement reading substantially as follows: "The insurer waives any right of subrogation against the United States of America and Princeton Plasma Physics Laboratory, which might arise by reason of any payment made under this policy."

(f) The amounts, where specified above, are minimums but shall not be construed to be sufficient for any particular subcontract. It shall be the Subcontractor’s full responsibility to determine, obtain and maintain the insurance coverage necessary to adequately protect people and property during the performance of this Subcontract.

(g) The Subcontractor shall be solely responsible for payment of premiums and deductibles for all of the aforesaid insurance. Should any of the aforesaid insurance policies be cancelled or materially changed, the Subcontractor shall provide thirty (30) days prior written notice to Princeton. The Subcontractor shall not change the levels of coverage or permit coverage to expire until all the Services have been completed and accepted.

(h) Certificate(s) evidencing the above insurance coverages, with statement thereon that Princeton and the U.S. Government is an additional named insured as required above, shall be sent to the Procurement Specialist before the Subcontractor’s work begins. Renewal certificates shall be provided annually until the Subcontractor’s work is completed. The Subcontractor shall not enter Princeton’s facilities to perform its work unless it is and remains insured in accordance with the above requirements, unless waived by mutual written agreement of Princeton and the Subcontractor. The Subcontractor shall indemnify Princeton for any loss suffered by Princeton for the failure of the Subcontractor to be so insured.

T5. SUBCONTRACTOR EMPLOYEE STOP WORK AUTHORITY (OCT 2015)

In the event that a subcontractor employee becomes aware of a condition at the job site which creates an imminent danger to an individual, property and/or the environment, the subcontractor employee has the authority and responsibility to require that all work related to the dangerous condition be stopped immediately. Individuals who receive a notification to stop work must comply with that request immediately.

Subcontracted personnel who are capable of doing so should place the system/hardware in a safe

PPPL-PD-T; Rev 5; 09-2022 Page 6 of 9 shutdown status as part of the stop work. In those cases where the danger can be corrected immediately, work can resume when the situation is corrected and clearance to resume work is received from the Princeton Technical Representative. In those cases where the danger cannot be immediately corrected, the Princeton Technical Representative and the PPPL ES&H Department Head must be notified immediately. Work shall not resume until a report is completed and the Princeton Technical Representative authorizes and documents resumption of the activity with the concurrence of the ES&H Department Head.

T6. NOTIFICATION REQUIREMENTS FOR OFF-NORMAL EVENTS (MAR 2019)

This notification must be in all on-site work SOWs and must be posted in a highly visible location where the work is to be performed.

The Subcontractor shall notify PPPL within 15 minutes of becoming aware of off- normal events and issues;

off-normal events and issues include:

● Personnel injuries of any kind

● Near misses that could have resulted in significant (recordable injury or worse) worker injuries

● Uncontrolled or unforeseen personnel exposure to radiation, chemical, biological or physical hazards (e.g., noise, laser, ultraviolet light, heat, etc.)

● Fire emergency of any kind

● Any unexpected discovery of an uncontrolled hazardous energy source (e.g., live electrical power circuit, etc.) not including discoveries made by zero-energy checks and other precautionary investigations made before work is authorized to begin

● Any failure to follow a prescribed hazardous energy control process (e.g., lockout/tagout)

● Damage of any kind to Laboratory property

● Damage of any kind to personal property owned by PPPL employees, guests and visitors

● Any spills of chemicals, fuels, lubricants, etc.

● Other off-normal events and issues deemed by the Subcontractor to require notification

Note: Contacting the PPPL Emergency Services Unit at X3333 to obtain emergency assistance and taking immediate actions to protect workers, guests and visitors takes precedence over the notification requirements described herein.

Regarding these off-normal events or issues, no recovery actions (other than those immediately required to preserve life safety) or repairs are to take place until they are reviewed by the Subcontractor and PPPL, and specifically authorized by the PPPL PTR or ESH Department Head. Resumption of work that has been stopped by PPPL due to off-normal events and issues must follow the provisions of PPPL Policy P-012.

T7. SPILL PREVENTION, RESPONSE & CLEANUP (MAR 2019)

(a) The Subcontractor shall perform all work in accordance with and shall comply with all environmental laws, regulations, rules, orders, ordinances and requirements of any and all governmental authorities as well as the requirements of any insurance company which is then insuring the Subcontractor and/or performance of the Subcontractor's work.

(b) Subcontractor shall be responsible for securing all environmental licenses, permits and approvals required for the performance of the Subcontractor’s work and shall further be responsible for providing all notices required for performance of the work and for posting any bond or security which may be required for performance of Subcontractor’s work.

(c) All preventative measures shall be taken by the Subcontractor (its agents, employees, or lower tier subcontractors) to avoid spillage or leaks of petroleum products, chemicals, hazardous materials, and other contaminant pollutants. Subcontractor shall provide to the Princeton Technical Representative a material inventory and Safety Data Sheets (SDS) for all chemicals and hazardous materials on-site for the subcontract. This list along with appropriate SDSs shall be kept at the project site at all times.

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(d) The Subcontractor is responsible for the prompt notification to the PPPL Emergency Services Unit

(ESU) at (609) 243-3333 in the event of a spill or other the discharge to the environment of any contaminant, including, but not limited to, petroleum hydrocarbons, e.g., fuels, motor oils and lubricating oils, which occurs as a result of any action taken by the Subcontractor's officers, employees, agents or lower tier subcontractors.

(e) A written follow-up report shall be submitted to the Princeton Technical Representative not later than 24 hours after the initial notification. The written report shall be in narrative form and, at a minimum, include the following:

(1) Description of the item spilled (including identity, quantity, manifest number (if applicable), etc.);

(2) Whether the amount spilled is required to be reported to the EPA or other federal, state or local agency, and if so whether it was reported;

(3) Exact time and location of the spill including a description of the area involved;

(4) Containment procedure initiated;

(5) Summary of any communications Subcontractor has with the press, federal, state or local officials;

(6) Description of clean up procedures employed, or to be employed, at the site including the location of the spill residue.

(f) In the event of such a discharge, the Subcontractor will be responsible for notification as required in (c) above and for complete and thorough remediation of the discharge in accordance with requirements of any and all governmental authorities.

(g) The Subcontractor is solely responsible for any and all spills or discharges of contaminants during the performance of this subcontract, which occur as a result of, or are contributed to, by the actions of its agents, employees, or lower tier subcontractors. The Subcontractor agrees to clean up all such spills or leaks to the satisfaction of PPPL and in a manner that complies with the applicable federal, state and local laws and regulations. Subcontractor must supply all materials and equipment necessary for the spill cleanup. The Subcontractor shall be responsible for all cost incurred for the cleanup, waste disposal, site restoration, and any other actions necessary at no cost to PPPL.

(h) In all cases in which a spill or discharge of contaminants into the environment is required to be reported to PPPL pursuant to subparagraph (c) of this clause, the PPPL reserves the option and right to take over and complete the cleanup of the spill or discharge without the assistance of the Subcontractor.

This right may be exercised at the sole discretion of the PPPL. Repeated spills or contaminant releases are grounds for termination of the contract for cause. All reasonable costs incurred by the PPPL in the cleanup of such spills or discharges will be offset against amounts owed or payable to the Subcontractor on this and other Subcontracts with the PPPL. If such amounts are not sufficient to cover all reasonable costs of the spill cleanup the Subcontractor will be billed for the remainder.

T8. FOREIGN GOVERNMENT-SPONSORED TALENT RECRUITMENT

(This clause is applicable to subcontracts for Research, Development, Consultants, Professional and Temporary Staffing. Prior to gaining access to PPPL and associated systems, Subcontracted Personnel will be required to complete a disclosure form.)

In compliance with DOE Order 486.1A, Foreign Government Sponsored or Affiliated Activities, participation in any Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk, as defined in DOE Order 486.1A, Attachment 2, is prohibited. Participation in any Other Foreign Government Sponsored or Affiliated Activity is restricted. Subcontracted personnel performing work on-site under this prime contract, are required to disclose any participation as defined by the Order. The Department of Energy (DOE) will review each instance individually and individuals may be required to withdraw from such programs to remain under the DOE Prime Contract.

https://www.directives.doe.gov/directives-documents/400-series/0486.1-BOrder-a

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T9. GLOBAL PANDEMIC COVID-19 - GENERAL

As a result of the Global Pandemic COVID-19, the following requirements, in conjunction with FAR 52.223- 99, Ensuring Adequate COVID Safety Protocols for Federal Contractors, will remain in effect until otherwise notified. In addition to the existing contractual requirements for compliance with PPPL safety policies and procedures, the following guidelines must be followed at all times when on the PPPL Campus.

• Vaccinations: Princeton University will require that all faculty, staff, researchers, appointed visiting faculty and researchers, temporary employees, subcontracted personnel and independent contractors (i.e., individuals working alongside with or providing services to students and/or employees) receive and provide proof of having received a COVID-19 vaccine authorized by the U.S. Food and Drug Administration (FDA) and/or World Health Organization.

Vaccinations are required for subcontracted personnel that will continuously be in close proximity with PPPL staff or that are required to attend General Employee Training (GET) training to obtain a PPPL badge.

Subcontractor must provide an attestation that subcontracted employees accessing PPPL are fully vaccinated.

Subcontracted personnel will be required to:

• Be fully vaccinated or meet a legal exemption;

• Complete and retain the Certification of Vaccination (OMB Form 3206-0277);

• Complete PPPL’s mandatory online COVID Safety Training;

• Subcontracted personnel will fully comply with PPPL health screening requirements for facility access. Such screening may include, until otherwise directed, a daily questionnaire, and temperature monitoring.

• If deemed appropriate by PPPL safety health officials, screening may include diagnostic testing for COVID-19 and/or associated antibodies.

• Subcontracted personnel who are sick, should not enter PPPL. Subcontracted personnel who self-disclose potential risk factors identified during health screening, will be denied access to PPPL. In order to gain entry, the subcontractor employee must be cleared by the subcontractor’s occupational medicine personnel and documentation must be submitted to PPPL’s occupational medicine office (OMO). Subcontracted personnel will not be allowed to enter PPPL until cleared for entry by PPPL’s occupational medicine personnel.

• Face Mask/face covering is required in accordance with CDC guidelines. The mask must cover the nose, mouth, and is secured under the chin.

• Social Distancing Rules must be followed.

• Limit equipment and tool sharing, if possible. Clean and disinfect:

Frequently touched surfaces in vehicles and work areas Equipment and tools prior to and after each use

• Subcontracted personnel must maintain a daily log of close contacts that occur during the course of the workday at PPPL. For these purposes, “close contact” is defined as less than 6

PPPL-PD-T; Rev 5; 09-2022 Page 9 of 9 feet separation, for more than 10 minutes, with one employee or more not wearing specified face coverings. The log will only be requested if needed for contact tracing.

• Comply with US Center for Disease Control (CDC) recommendations

T10. GLOBAL PANDEMIC COVID-19 – JOB HAZARD ANALYSIS (JHA)

(This clause is applicable for subcontracts requiring Safety and Health Plan and Job Hazard Analysis (JHA) submittals. The Princeton Technical Representative will provide the JHA templates to the subcontractor.)

To ensure the safety of subcontractor, subcontractor employees and PPPL workers, the subcontractor shall, at the direction of the PTR, provide, for PPPL review, an updated (or new) Job Hazard Analysis (JHA) or worker Safety and Health Plan. The plan and/or JHA shall, in addition to other hazards, address COVID- 19 infection control practices as recommended by the US Center for Disease Control (CDC) and conforms to those listed below. The subcontractor shall provide and maintain, as appropriate, all required materials necessary to protect their employees in the conduct of work at PPPL.

PRINCETON PLASMA

PHYSICS LABORATORY

Section I Sample Basic Ordering Agreement Page 1 of 7 Pages

THIS BASIC ORDERING AGREEMENT (BOA) BOA AGR-XXXX

by and between

THE TRUSTEES OF PRINCETON UNIVERSITY

represented by Princeton Plasma Physics Laboratory (hereinafter called "Princeton", "Plasma Physics Laboratory", "PPPL", and "Buyer") and a Corporation, incorporated under the laws of , and having an office and place of business at (hereinafter called "Subcontractor", and "Seller").

This is an agreement (the "Agreement") between the party above named (the "Subcontractor") and The Trustees of Princeton University, represented by the Princeton Plasma Physics Laboratory (“PPPL”) (hereinafter called "Princeton", "Princeton Plasma Physics Laboratory’, "PPPL", or "Buyer"), the latter acting under Prime Contract No. DE-ACO2-09CH11466 with the United States of America (hereinafter called the "Government"), represented by the United States Department of Energy (hereinafter called the "Department").

This Agreement does not bind nor purport to bind the Government of the United States.

The parties do mutually agree as follows:

ARTICLE I - TYPE OF AGREEMENT AND OPERATION

The purpose of this BOA is to specify in writing the agreement of the parties to the terms and conditions that will apply to Job Orders issued under this BOA and the method of issuing Job Orders and of establishing their price.

Job Orders may be issued by PPPL, from time to time, to assign PPPL work requirements to the Subcontractor.

Prior to the issuance of a Job Order for work under this BOA, the PPPL Procurement Specialist will provide in writing to the BOA Subcontractors a description of the work, and request a written price estimate for the performance of the work on a Fixed-Price basis. In some instances the Subcontractor may be required to attend a site visit to review the scope of work. Subcontractor agrees to submit the estimate and other requested information within five working days of receipt of the request, unless required sooner.

Subcontractor's cost estimate or price proposal shall be prepared in accordance with the rates, and terms and conditions set forth in this BOA and shall include and identify all costs to perform the work including labor costs, material and equipment estimates.

Page 2 of 7 Pages

A Fixed-Price Job Order will be established by mutual agreement of the parties, based upon Subcontractor's cost estimate and other factors.

Subcontractor shall not initiate any work prior to receipt of written Job Order from the PPPL Procurement Specialist. Upon receipt of the written Job Order, technical assignments and authorizations regarding the work will be issued by the Princeton Technical Representative.

Written Job Orders will be sequentially numbered and will contain, where possible the following:

• Identification of the Project

• A Statement of Work

• Required Project completion date

• The Job Order Fixed-Price

Although a Job Order may include modifications to terms and conditions applicable only to that particular Job Order, Job Orders are not to be considered as modifications or amendments to this BOA. Separate BOA Amendments will be issued to modify the terms and conditions set forth herein.

Issuance of Job 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 II - PERIOD OF PERFORMANCE

The EFFECTIVE period of this Subcontract is from the date it has been signed by both parties and shall remain in effect through 30 June 2019, unless sooner terminated or extended by written agreement of the Parties. The Parties agree that PPPL unilaterally has the Option with 30 days advance written notice to extend the performance period for up to four consecutive 12 month periods. Both Parties agree that each has the right with 30 days advance written notice to terminate this agreement without cost.

ARTICLE III - EXERCISE OF OPTIONS

PPPL shall have the unilateral right to extend the BOA performance period by written notice to the Subcontractor within thirty days before the expiration of the current BOA performance period. Once a final determination has been made to exercise the option, an amendment to the BOA extending the performance period will be issued.

The notice of intent to exercise the option does not commit PPPL to the extension of the BOA performance period.

ARTICLE IV - STATEMENT OF WORK

1. Subcontractor agrees to perform, upon receipt of an appropriate BOA Job Order the work required by the Job Order Statement of Work, maintaining full compliance with Princeton Plasma Physics Laboratory (PPPL) Statement of Work titled: “Construction Scaffolding Services, Rev 1” dated 08/02/24

Page 3 of 7 Pages

(BOA SCHEDULE B) and any other documents included or referenced therein or elsewhere in this

BOA.

2. Subcontractor agrees to furnish, as appropriate, the services of qualified craftsmen, supervision, materials and equipment to perform the erection and removal of scaffolding as assigned by the issuance of BOA Fixed-Price job order to be performed at PPPL, 100 Stellarator Road, James Forrestal Campus, Route 1 North, Princeton, NJ.

3. All subcontractors (if any) to be assigned to perform work on-site at PPPL must provide documented evidence that they have a minimum of 10 years’ experience with the erection and removal of scaffolding materials and components.

4. The following individual is designated as KEY PERSONNEL as defined in General Provisions Clause

A27 (BOA SCHEDULE B):

On-Site Project Superintendent

ARTICLE V - RATE SCHEDULE

1. The Subcontractor shall use rates set forth below, in the preparation of price proposals or cost estimates:

Pricing Sheet, Tube & Coupler Installation, NSTX-U Facility

Line

Nominal Working Platform

Height (ft)

Nominal Working Platform Width (ft) Levels

Initial Installation (Note 1)

Final Removal & Demobilization

(Note 2) Monthly Rental

Rate after 1 Month

1 6 2 1

2 6 5 1

3 12 2 2

4 12 5 2

5 16 2 3

6 16 5 3

7 20 2 4

8 20 5 4

9 24 2 5

10 24 5 5

ARTICLE VI - PERFORMANCE AND PAYMENT BONDS

Page 4 of 7 Pages

1. For Job Orders priced at $25,000 or greater, a Performance Bond and a Payment Bond, each in the amount of one hundred percent (100%) of the Job Order price may be required at PPPL’s discretion. Bonds must be submitted by the Subcontractor to PPPL for review and approval within ten calendar days after receipt of the Job Order.

2. Bonds furnished by the Subcontractor must be secured from a company whose name appears on the list contained in the Department of Treasury Circular 570, “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and Acceptable Reinsuring Companies.” (List is available at http://www.fms.treas.gov/c570/c570.html.)

ARTICLE VII - LOWER-TIER SUBCONTRACTS

The Subcontractor agrees that as required by Equal Employment Opportunity Clause (General Provisions Clause AAC 1-9) it will notify the local Office of Federal Contract Compliance Programs (OFCCP) in writing within ten working days of award of any lower-tier construction Subcontract in excess of $10,000 made under any Job Orders. The notification must include:

• Name, address and telephone number of the lower-tier subcontractor;

• The lower-tier subcontractor’s employer identification number;

• Estimated dollar amount of the lower-tier subcontract;

• Estimated starting and completion dates of the lower-tier subcontract; and

• Geographic area (NJ Middlesex) in which the subcontract is to be performed.

The address of the local OFCCP office is:

OFCCP Regional Office 201 Varick Street, Room750 New York, NY 10014

ARTICLE VIII - PROMPT PAYMENT FOR SMALL BUSINESS

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 IX - CERTIFIED PAYROLLS AND INVOICES

Subcontractor agrees that the work performed under a Job Order issued under this BOA is covered by the Construction Wage Requirements Statue. Subcontractor’s, and lower-tier Subcontractor’s, “Laborers and Mechanics” working on-site at Princeton under this BOA must receive wages and benefits not less than the minimum rates in US Department of Labor NJ General Wage Decision No. NJ20240036, dated 7/12/2024 (BOA Schedule C) for their craft.

Laborers or mechanics means— Workers, used by a contractor or subcontractor at any tier, whose duties http://www.fms.treas.gov/c570/c570.html

Page 5 of 7 Pages are manual or physical in nature (including those workers who use tools or who are performing the work of a trade), and working foremen who devote more than 20 percent of their time during a workweek performing duties of a laborer or mechanic. Does not include workers whose duties are primarily executive, supervisory, administrative, or clerical, rather than manual.

Subcontractor agrees to provide to the Princeton Administrative Representative weekly a certified copy of the payroll for their employees and lower-tier Subcontractor employees working on-site at PPPL the previous week under this BOA.

Subcontractor shall submit separate invoices and certified payrolls and invoices for each BOA Job Order to:

Princeton University Plasma Physics Laboratory Procurement Division PO Box 451 Princeton, NJ 08543 ATTN: BOA0XXXX-P Job Order XX

ARTICLE X - TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

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

Subcontractor Representative:

Princeton’s Representatives:

Technical (a.k.a.

PTR):

Administrative (a.k.a.

Procurement Specialist):

Jimmy Russell (609) 243-3983 -2021 (Fax) jrussell@pppl.gov

2. 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.

3. 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 agreement or 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.

4. Except for those instances identified in the Statement of Work where PPPL specifically directs the mailto:jrussell@pppl.gov

Page 6 of 7 Pages

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 BOA.

ARTICLE XI - SAFETY CERTIFICATIONS

Subcontractor personnel that will be onsite for more than 40 work hours during the next twelve months must attend PPPL’s General Employee Training (GET) course, if they have not successfully completed the course in the past three years. This safety training will normally be scheduled for the first day the individual is onsite at PPPL. Subcontractor's, employees may also be required to attend other training.

The Princeton Technical Representative for this BOA will coordinate with Subcontractor the training schedule. Time spent by Subcontractor personnel attending PPPL directed training shall be billable to PPPL at the rates in Article V.

ARTICLE XII - IDENTIFICATION BADGES

Each Subcontractor employee working on-site under this Subcontract will, upon successful completion of required "General Employee Training (GET) (See ARTICLE XI above), receive a Picture ID Badge. 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. Prior to the final closeout of this BOA the Subcontractor will be responsible for the return of all Picture ID badges issued to their personnel and to personnel of their lower-tier Subcontractors. PPPL reserves the right to withhold final payment until such time that all assigned Picture badges have been properly returned to PPPL.

ARTICLE XIII - 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 BOA award and must be approved by PPPL before any work may be performed under this BOA. 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 XIV - SUBCONTRACT DOCUMENTS

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

1. Basic Ordering Agreement (BOA) B0A AGRXXXX, (9 pages).

2. PPPL General Provisions for Non-Commercial Subcontracts (BOA SCHEDULE B)

a. Part A - Common Clauses, PPL-PD-A; Rev. 24; 09-2022) (Reference List 2 pages, text 24 pages)

b. Part G - Provisions & Conditions for Fixed Price Construction Subcontracts, PPL-PD-G; Rev.

8; 05-2022 (Reference List 2 pages, text 28 pages)

c. Part T – Provisions for Work Performed on the PPPL Site, PPL-PD-T; Rev. 5; 09-2022 (Text

Page 7 of 7 Pages

7 pages)

d. Employment Eligibility Verification (Jul 2012) PPL-PD-Everify: Rev. 1; 07/2012 (3 pages)

3. Princeton Plasma Physics Laboratory (PPPL) Statement of Work titled: “Construction Scaffolding Services, Rev 1” dated 08/02/24 (BOA SCHEDULE B)

4. U.S. Department of Labor Employment Standards Administration Wage and Hour Division, Washington, D.C. 20210 General Wage Decision Number NJ 20240036, dated 7/12/2024 (BOA

SCHEDULE C)

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

SUBCONTRACTOR: THE TRUSTEES OF PRINCETON UNIVERSITY:

BY:

BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:

ARTICLE I - TYPE OF AGREEMENT AND OPERATION

ARTICLE II - PERIOD OF PERFORMANCE

ARTICLE III - EXERCISE OF OPTIONS

ARTICLE IV - STATEMENT OF WORK

ARTICLE V - RATE SCHEDULE

ARTICLE VI - PERFORMANCE AND PAYMENT BONDS

ARTICLE VII - LOWER-TIER SUBCONTRACTS

ARTICLE VIII - PROMPT PAYMENT FOR SMALL BUSINESS

ARTICLE IX - CERTIFIED PAYROLLS AND INVOICES

ARTICLE X - TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

ARTICLE XI - SAFETY CERTIFICATIONS

ARTICLE XII - IDENTIFICATION BADGES

ARTICLE XIII - INSURANCE

ARTICLE XIV - SUBCONTRACT DOCUMENTS

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:…