Prime Contract – Clause H.42



(a)        The Contractor will commence Transition Activities as soon as possible after the award of the contract and complete the following activities (to the extent identified in the Contractor’s proposal) within sixty (60) days, after contract award, except as otherwise authorized by the Contracting Officer. It is currently estimated that transition activities will be completed by December 31, 2006. After completion of these activities, and such other Transition Activities as may be authorized by the Contracting Officer, the Contractor shall advise the Contracting Officer that it is ready to assume full responsibility for the Laboratory. Upon receipt of written notification from the Contracting Officer that the Transition Activities are considered complete, the Contractor shall assume full responsibility for the Laboratory, effective 12:01 A.M., the next day.

(1)        Scientific Research. Complete the activities that will allow the Contractor to assume control of FNAL’s scientific programs and facilities.

(2)        Management Systems. Analyze and initiate enhancements, if needed, to the existing management systems (e.g., Finance, Property, Procurement, Information Management, Life Cycle Asset Management, Integrated Safety Management System [including the Environmental Management System], Human Resources) to assure system adequacy.

(3)        Assignment of Existing Agreements. Initiate and complete the planning to assume the responsibility for existing regulatory (e.g., environmental permits) and commercial agreements (e.g., subcontracts, purchase orders, etc.) to be assigned to the Contractor by the Universities Research Association, Inc., or otherwise taken over by Contractor. Initiate the assumption of said responsibility with the objective of being eighty-five percent (85%) complete by the end of the transition period.

(4)        Joint Reconciliation Property Inventory. Initiate and complete the planning for a joint reconciliation property inventory with the Universities Research Association, Inc., see Clause I.129 (i)(2)(ii), in accordance with overall guidance provided by the Contracting Officer.

(5)        Litigation Management. Contractor shall consult with the Universities Research Association, Inc. and DOE to determine whether Contractor should assume some level of management of any litigation resulting from laboratory operations predating the effective date of this contract. The decision should be based on consideration of cost efficiency, named parties, relevance of retrospective insurance, and DOE litigation management guidelines.

(6)        Human Resources

(A)       The Contractor will transition the workforce without break in service as operations cease under Contract DE-AC02-76CH03000.

(B)       The Contractor will conduct work force planning, documented in the form of a plan, to be submitted to the Contracting Officer for review and approval at the end of the Transition Period. The Plan will identify the status of critical-skills and the strategy for the recruitment and/or retention of those skills, and specifically address the issues set forth below.

(i)         If the Contractor intends to utilize “Joint Appointees” with educational institutions; how said “Joint Appointees” will be utilized; terms to be utilized; and a description of the reimbursement process to be negotiated with the educational institutions.

(ii)        Incentive compensation strategy for “Key Personnel,” other management personnel, and other employees, as appropriate, that meets the criteria of the DOE Acquisition Guide, Chapter 70.5, which can be located on the internet at and DOE Order 350.1.

(iii)       The terms and conditions of employment that will be applicable to the bargaining unit workforce, demonstrating consistency with the respective collective bargaining agreements previously providing coverage.

(iv)       The following will be specifically addressed under the Human Resources Compensation Plan, required to be submitted within 30 days of Contract award, pursuant to H.21(b)(7):

(a)        The framework for the pension and health/welfare benefits applicable to the transferring workforce, with an assessment of the benefit value relative to those provided by the Universities Research Association, Inc. for FNAL employees.

(b)        A framework of the total compensation package applicable to new hires under the contract.

Except as provided in paragraph (c) below, or as otherwise specifically agreed to by the Contractor and the Contracting Officer, all of the provisions of this contract shall apply to the Contractor’s performance of Transition Activities.

(c)        The following contract articles or portions thereof as noted below do not apply to the Contractor’s Transition Activities:

(1)        Clause C.4 – Statement of Work;

(2)        Clause F.1 – Period of Performance, except that pertaining to the Transition Period;

(3)        Clause H.1 – Laboratory Facilities;

(4)        Clause H.2 – Long-Range Planning, Program Development and Budgetary Administration;

(5)        Clause H.14 – Standards of Contractor Performance Evaluation;

(6)        Clause H.15 – Cap on Liability;

(7)        Clause H.22 – Contractor Acceptance of Notices of Violations or Alleged Violations, Fines, and Penalties;

(8)        Clause H.23 – Allocation of Responsibilities for Contractor Environmental Compliance Activities;

(9)        Clause I-11 – Required Sources for Helium and Helium Usage Data;

(10)      Clause I.93 – Total Available Fee: Base Fee Amount and Performance Fee Amount;

(11)      Clause I.94 – Conditional Payment of Fee, Profit, and Other Incentives – Facility Management Contracts;

(12)      Clause I-95 – Work for Others Program (Non-DOE Funded Work);

(13)      Clause I.115 – Preexisting Conditions;

(14)      Clause I.121 – Work for Others Funding Authorization;

(15)      Appendix B – Performance Evaluation and Measurement Plan;

(d)       Contractor agrees to perform the activities set forth in paragraph (a) above, including relocation of Contractor’s “Key Personnel,” as described in its Cost Proposal, at an allowable cost not to exceed $907,215.00. In the event the actual cost of said activities exceeds such amount, including any costs for relocation of Contractor’s “Key Personnel” incurred after the conclusion of the transition period, Contractor agrees that it will be solely responsible for costs greater than said amount.