Section II_with attachments.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

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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.

PPPL General Provisions for Non-Commercial Subcontracts Part C – Agreements in Excess of $500,000

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The following clauses, the full texts of which are set forth below, and those incorporated in C12, are hereby incorporated and made part of this Agreement.

C1. COST ACCOUNTING STANDARDS (JUN 2020)

C2. LOWER-TIER SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (JUN 2020) 3

C3. LOWER-TIER SUBCONTRACTOR CERTIFIED COST OR PRICING DATA --

MODIFICATIONS (JUN 2020)

C4. DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (JUN 2020)5

C5. DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES –

FOREIGN CONCERNS (JUN 2020)

C6. COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (JUN 2020)

C7. ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUN 2010)

C8. COST ACCOUNTING STANDARDS INDEMNITY (JUL 2011)

C9. DISPLACED EMPLOYEE HIRING PREFERENCE (JUNE 1997)

C10. SUBCONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021)

C11. DISPLAY OF HOTLINE POSTER(S) (NOV 2021)

C12. CLAUSES, STATUTES OR EXECUTIVE ORDERS INCORPORATED BY REFERENCE22

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C1. COST ACCOUNTING STANDARDS (JUN 2020)

(a) Unless the subcontract is exempt under 48 CFR Parts 9903.201-1 and 9903.201-2, the provisions of 48 CFR, Part 9903 are incorporated herein by reference and the subcontractor, in connection with this subcontract, shall--

(1) (CAS-covered Contracts Only) By submission of a Disclosure Statement, disclose in writing the Subcontractor's cost accounting practices as required by 48 CFR 9903.202-1 through 9903.202-5, including methods of distinguishing direct costs from indirect costs and the basis used for allocating indirect costs. The practices disclosed for this subcontract shall be the same as the practices currently disclosed and applied on all other contracts and subcontracts being performed by the Subcontractor and which contain a Cost Accounting Standards (CAS) clause. If the Subcontractor has notified Princeton that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement shall be protected and shall not be released outside of the Government.

(2) Follow consistently the Subcontractor's cost accounting practices in accumulating and reporting contract performance cost data concerning this subcontract. If any change in cost accounting practices is made for the purposes of any contract or subcontract subject to CAS requirements, the change must be applied prospectively to this subcontract and the Disclosure Statement must be amended accordingly. If the subcontract price or cost allowance of this subcontract is affected by such changes, adjustment shall be made in accordance with subparagraph (a)(4) or (a)(5) of this clause, as appropriate.

(3) Comply with all CAS, including any modifications and interpretations indicated thereto contained in 48 CFR Part 9904, in effect on the date of award of this subcontract or, if the Subcontractor has submitted cost or pricing data, on the date of final agreement on price as shown on the Subcontractor's signed certificate of current cost or pricing data. The Subcontractor shall also comply with any CAS (or modifications to CAS) that hereafter become applicable to a contract or subcontract of the Subcontractor. Such compliance shall be required prospectively from the date of applicability to such contract or subcontract.

(4) (i) Agree to an equitable adjustment as provided in the Changes clause of this subcontract if the subcontract cost is affected by a change which, pursuant to subparagraph (a)(3) of this clause, the subcontractor is required to make to the Subcontractor's established cost accounting practices.

(ii) Negotiate with Princeton to determine the terms and conditions under which a change may be made to a cost accounting practice, other than a change made under other provisions of subparagraph (a)(4) of this clause; provided that no agreement may be made under this provision that will increase costs paid by the United States.

(iii) When the parties agree to a change to a cost accounting practice, other than a change under subdivision (a)(4)(i) of this clause, negotiate an equitable adjustment as provided in the Changes clause of this subcontract.

(5) Agree to an adjustment of the subcontract price or cost allowance, as appropriate, if the Subcontractor or a lower tier-subcontractor fails to comply with an applicable Cost

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Accounting Standard, or to follow any cost accounting practice consistently and such failure results in any increased costs paid by Princeton. Such adjustment shall provide for recovery of the increased costs to Princeton, together with interest thereon computed at the annual rate established under section 6621(a)(2) of the Internal Revenue Code of 1986 (26 U.S.C.

6621(a)(2)) for such period, from the time the payment by Princeton was made to the time the adjustment is effected. In no case shall Princeton recover costs greater than the increased cost to Princeton in the aggregate, on the relevant subcontracts subject to the price adjustment, unless the Subcontractor made a change in its cost accounting practices of which it was aware or should have been aware at the time of price negotiations and which it failed to disclose to Princeton.

(b) If the parties fail to agree whether the Subcontractor or a lower-tier subcontractor has complied with an applicable CAS in 48 CFR 9904 or a CAS rule or regulation in 48 CFR 9903 and as to any cost adjustment demanded by Princeton, such failure to agree will constitute a dispute under 41 U.S.C. chapter 71, Contract Disputes

(c) The Subcontractor shall permit any authorized representatives of the Government to examine and make copies of any documents, papers, or records relating to compliance with the requirements of this clause.

(d) The Subcontractor shall include in all negotiated lower-tier subcontracts which the Subcontractor enters into, the substance of this clause, except paragraph (b), and shall require such inclusion in all other subcontracts, of any tier, including the obligation to comply with all CAS in effect on the lower-tier subcontractor's award date or if the lower-subcontractor has submitted certified cost or pricing data, on the date of final agreement on price as shown on the lower-subcontractor's signed Certificate of Current Cost or Pricing Data. If the lower-tier subcontract is awarded to a business unit which pursuant to 48 CFR 9903.201-2 is subject to other types of CAS coverage, the substance of the applicable clause set forth in subsection 30.201-4 of the Federal Acquisition Regulation shall be inserted. This requirement shall apply only to negotiated lower-tier subcontracts in excess of $2,000,000, except that the requirement shall not apply to negotiated lower-tier subcontracts otherwise exempt from the requirement to include a CAS clause as specified in 48 CFR 9903.201-1.

C2. LOWER-TIER SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (JUN 2020)

This clause is applicable when subcontract is more than $2,000,000 except contracts based on adequate price competition, where prices are set by law or regulation, or subcontract is for acquisition of a commercial item.

(a) Before awarding any lower-tier subcontract expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4(a)(1), on the date of agreement on price or the date of award, whichever is later; or before pricing any subcontract modification involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4, the Subcontractor shall require the lower-tier subcontractor to submit certified cost or pricing data (actually or by specific identification in writing) in accordance with FAR 15.408, Table 15-2 (to include any information reasonably required to explain the subcontractor’s estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price), unless an exception under FAR 15.403-1 applies.

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(b) The Subcontractor shall require the lower-tier subcontractor to certify in substantially the form prescribed in FAR 15.406-2 that, to the best of its knowledge and belief, the data submitted under paragraph (a) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the lower-tier subcontract or subcontract modification.

(c) In each lower-tier subcontract that exceeds the threshold for submission of certified cost or pricing data at FAR 15.403-4(a)(1), when entered into, the Subcontractor shall insert either --

(1) The substance of this clause, including this paragraph (c), if paragraph (a) of this clause requires submission of certified cost or pricing data for the lower-tier subcontract; or

(2) The substance of the clause at FAR 52.215-13, Subcontractor Cost or Pricing Data --

Modifications.

C3. LOWER-TIER SUBCONTRACTOR CERTIFIED COST OR PRICING DATA --

MODIFICATIONS (JUN 2020)

This clause is applicable when subcontract is more than $2,000,000 except contracts based on adequate price competition, where prices are set by law or regulation, or subcontract is for acquisition of a commercial item.

(a) The requirements of paragraphs (b) and (c) of this clause shall --

(1) Become operative only for any modification to this subcontract involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4(a)(1); and

(2) Be limited to such modifications.

(b) Before awarding any lower-tier subcontract expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4(a)(1), on the date of agreement on price or the date of award, whichever is later; or before pricing any subcontract modification involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4, the Subcontractor shall require the lower-tier subcontractor to submit certified cost or pricing data (actually or by specific identification in writing), in accordance with FAR 15.408, Table 15-2 (to include any information reasonably required to explain the subcontractor’s estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price), unless an exception under FAR 15.403-1 applies.

(c) The Subcontractor shall require the lower-tier subcontractor to certify in substantially the form prescribed in FAR 15.406-2 that, to the best of its knowledge and belief, the data submitted under paragraph (b) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the lower-tier subcontract or subcontract modification.

(d) The Subcontractor shall insert the substance of this clause, including this paragraph (d), in each lower-tier subcontract that exceeds the threshold for submission of certified cost or pricing

PPPL-PD-C; Rev 14; 9-2022 Page 5 of 23 data at FAR 15.403-4(a)(1) on the date of agreement on price or the date of award, whichever is later.

C4. DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (JUN

2020)

(This clause is applicable when subcontract amount is over $2,000,000 but less than $50 million, and the Subcontractor certifies it is eligible for and elects to use modified CAS coverage)

(a) The Subcontractor, in connection with this subcontract, shall--

(1) Comply with the requirements of 48 CFR 9904.401, Consistency in Estimating, Accumulating, and Reporting Costs; 48 CFR 9904.402, Consistency in Allocating Costs Incurred for the Same Purpose, in effect on the date of award of this subcontract as indicated in 48 CFR Part 9904.

(2) (Cost Accounting Standards (CAS)-covered Contracts Only) If it is a business unit of a company required to submit a Disclosure Statement, disclose in writing its cost accounting practices as required by 48 CFR 9903.202-1 through 9903.202-5. If the Subcontractor has notified Princeton that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement shall be protected and shall not be released outside of the Government.

(3) (i) Follow consistently the Subcontractor's cost accounting practices. A change to such practices may be proposed, however, by either Princeton or the Subcontractor, and the Subcontractor agrees to negotiate with Princeton the terms and conditions under which a change may be made. After the terms and conditions under which the change is to be made have been agreed to, the change must be applied prospectively to this subcontract, and the Disclosure Statement, if affected, must be amended accordingly.

(ii) The Subcontractor shall, when the parties agree to a change to a cost accounting practice and Princeton has made the finding required in 48 CFR 9903.201-6(c), that the change is desirable and not detrimental to the interests of Princeton, negotiate an equitable adjustment as provided in the Changes clause of this subcontract. In the absence of the required finding, no agreement may be made under this subcontract clause that will increase costs paid by Princeton.

(4) Agree to an adjustment of the subcontract price or cost allowance, as appropriate, if the Subcontractor or a lower-tier subcontractor fails to comply with the applicable CAS or to follow any cost accounting practice, and such failure results in any increased costs paid by Princeton. Such adjustment shall provide for recovery of the increased costs to Princeton together with interest thereon computed at the annual rate of interest established under section 6621(a)(2) of the Internal Revenue Code of 1986 (26 U.S.C. 6621(a)(2)), for such period, from the time the payment by Princeton was made to the time the adjustment is effected.

(b) If the parties fail to agree whether the Subcontractor has complied with an applicable CAS rule, or regulation as specified in 48 CFR 9903 and 48 CFR 9904 and as to any cost adjustment

PPPL-PD-C; Rev 14; 9-2022 Page 6 of 23 demanded by Princeton, such failure to agree will constitute a dispute under 41 U.S.C. chapter 71, Contract Disputes.

(c) The Subcontractor shall permit any authorized representatives of Princeton or the Government to examine and make copies of any documents, papers, and records relating to compliance with the requirements of this clause.

(d) The Subcontractor shall include in all negotiated lower-tier-subcontracts, which the Subcontractor enters into, the substance of this clause, except paragraph (b), and shall require such inclusion in all other subcontracts, of any tier, except that--

(1) If the lower-tier subcontract is awarded to a business unit, which pursuant to 48 CFR 9903.201-2 is subject to other types of CAS coverage, the substance of the applicable clause prescribed in the Federal Acquisition Regulation (FAR) 30.201-4 shall be inserted.

(2) This requirement shall apply only to negotiated lower-tier subcontracts in excess of $2,000,000.

(3) The requirement shall not apply to negotiated lower-tier subcontracts otherwise exempt from the requirement to include a CAS clause as specified in 48 CFR 9903.201-1.

C5. DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES –

FOREIGN CONCERNS (JUN 2020)

(This clause is applicable to negotiated subcontracts over $2,000,000 with foreign concerns (not including foreign governments or instrumentalities) that are not otherwise exempt from CAS (see 48 CFR 9903.201-1)

(a) The Subcontractor, in connection with this subcontract, shall--

(1) Comply with the requirements of 48 CFR 9904.401, Consistency in Estimating, Accumulating, and Reporting Costs; and 48 CFR 9904.402, Consistency in Allocating Costs Incurred for the Same Purpose, in effect on the date of award of this subcontract, as indicated in 48 CFR 9904.

(2) (Cost Accounting Standard (CAS) – Covered Subcontracts Only). If it is a business unit of a company required to submit a Disclosure Statement, disclose in writing its cost accounting practices as required by 48 CFR 9903.201-1 through 48 CFR 9903.202-5. If the Subcontractor has notified Princeton that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement shall be protected and shall not be released outside of the U.S. Government.

(3) (i) Follow consistently the Subcontractor’s cost accounting practices. A change to such practices may be proposed, however, by either Princeton or the Subcontractor, and the Subcontractor agrees to negotiate with Princeton the terms and conditions under which a change may be made. After the terms and conditions under which the change is to be made have been agreed to, the change must be applied prospectively to this contract, and the Disclosure Statement, if affected, must be amended accordingly.

(ii) The Subcontractor shall, when the parties agree to a change to a cost accounting

PPPL-PD-C; Rev 14; 9-2022 Page 7 of 23 practice and Princeton has made the finding required in 48 CFR 9903.201-6(c) that the change is desirable and not detrimental to the interests of the U.S. Government, negotiate an equitable adjustment as provided in the Changes clause of this subcontract. In the absence of the required finding, no agreement may be made under this contract clause that will increase costs paid by Princeton.

(4) Agree to an adjustment of the subcontract price or cost allowance, as appropriate, if the Subcontractor or a lower-tier subcontractor fails to comply with the applicable CAS or to follow any cost accounting practice, and such failure results in any increased costs paid by Princeton. Such adjustment shall provide for recovery of the increased costs to Princeton, together with interest thereon computed at the annual rate established under section 6621(a)(2) of the Internal Revenue Code of 1986 (26 U.S.C. 6621(a)(2)) for such period, from the time the payment by Princeton was made to the time the adjustment is effected.

(b) If the parties fail to agree whether the Contractor has complied with an applicable CAS rule, or regulation as specified in 48 CFR 9903 and 48 CFR 9904 and as to any cost adjustment demanded by the U.S. Government, such failure to agree will constitute a dispute under 41 U.S.C. chapter 71, Contract Disputes

(c) The Subcontractor shall permit any authorized representatives of Princeton or the U.S.

Government to examine and make copies of any documents, papers, and records relating to compliance with the requirements of this clause.

(d) The Subcontractor shall include in all negotiated lower-tier subcontracts, which the Subcontractor enters into, the substance of this clause, except paragraph (b), and shall require such inclusion in all other subcontracts of any tier, except that—

(1) If the lower-tier subcontract is awarded to a business unit which pursuant to 48 CFR clause prescribed in FAR 30.201-4 shall be inserted.

(2) This requirement shall apply only to negotiated lower-tier subcontracts in excess of $2,000,000.

C6. COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (JUN 2020)

(This clause is applicable to negotiated subcontracts over $2,000,000 with educational institutions)

(a) Unless the contract is exempt under 48 CFR 9903.201-1 and 9903.201-2, the provisions of 48 CFR Part 9903 are incorporated herein by reference and the Subcontractor, in connection with this contract, shall--

(1) (CAS-covered Subcontracts Only). If a business unit of an educational institution(defined as an institution of higher education in the OMB Uniform Guidance at 2 CFR part 200, subpart A and 20 U.S.C.10001) is required to submit a Disclosure…