Attachment C - FFDG Terms Conditions Time and Materials.pdf

FFDG GENERAL TERMS & CONDITIONS (TIME AND MATERIALS OR LABOR-HOUR FOR NON-R&D WORK) (08/2025) Page 1

FERMI FORWARD DISCOVERY GROUP, LLC

GENERAL TERMS AND CONDITIONS FOR

TIME AND MATERIALS OR LABOR-HOUR SUBCONTRACTS

(Non-R&D Work)

Table of Contents

CLAUSE 1 - GENERAL PROVISIONS

1.1 DEFINITIONS

1.2 SCOPE OF SUBCONTRACT (SERVICES)

1.3 INDEPENDENT CONTRACTOR

1.4 ASSIGNMENT

1.5 ACCEPTANCE OF SUBCONTRACT

CLAUSE 2 - PAYMENT (TIME-AND-MATERIALS OR LABOR-HOUR)

CLAUSE 3 - STANDARD OF PERFORMANCE (SERVICES)

CLAUSE 4 - LICENSES AND PERMITS

CLAUSE 5 - CHANGES AND MODIFICATIONS

5.1 CHANGES (TIME-AND-MATERIALS OR LABOR-HOUR)

5.2 MODIFICATION PROPOSALS - PRICE BREAKDOWN

CLAUSE 6 - INDEMNIFICATION AND LIABILITIES

6.1 INDEMNIFICATION

6.2 ASSUMPTION OF RISK UNTIL FINAL ACCEPTANCE

6.3 THEFT

6.4 WARRANTY (NON-PROFESSIONAL SERVICES)

6.4 SUSPECT/COUNTERFEIT PARTS

CLAUSE 7 - TERMINATION AND NON-WAIVER OF DEFAULTS

7.1 TERMINATION

7.2 NON-WAIVER OF DEFAULTS

CLAUSE 8 - LAWS AND REGULATIONS; DISPUTES; APPLICABLE LAW

8.1 LAWS AND REGULATIONS

8.2 DISPUTES

8.3 APPLICABLE LAW

CLAUSE 9 - RELEASE OF INFORMATION

CLAUSE 10 - NOTIFICATIONS

CLAUSE 11 - ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

CLAUSE 12 - SITE AND FACILITIES ACCESS

CLAUSE 13 - ENVIRONMENT, SAFETY & HEALTH (ES&H)

CLAUSE 14 - STOP-WORK ORDER (FAR 52.242-15 (AUG 1989))

CLAUSE 15 - INSURANCE

CLAUSE 16 - SERVICE CONTRACT LABOR STANDARDS

CLAUSE 17 - TRAVEL UNDER TIME-AND-MATERIALS OR LABOR-HOUR SUBCONTRACTS

CLAUSE 18 - SPECIAL GOVERNMENT FLOW DOWN PROVISIONS

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CLAUSE 1 - GENERAL PROVISIONS

1.1 DEFINITIONS

As used throughout this Subcontract, the following terms have the meanings set forth below:

“CFR” means the U.S. Code of Federal Regulations.

“Commercial product,” “commercial service,” and “commercially available off-the-shelf (COTS) item” have the meanings contained in Federal Acquisition Regulation, FAR, 2.101, Definitions.

“DEAR” means the Department of Energy Acquisition Regulation.

“DOE” means the United States Department of Energy or any duly authorized representative thereof.

“FFDG” means Fermi Forward Discovery Group, LLC, acting as operator and manager of the Fermi National Accelerator Laboratory under United States Department of Energy Prime Contract No.

89243024CSC000002 and includes any successor to that Prime Contract or any duly authorized representatives thereof. FFDG is the contracting entity for this Subcontract.

“FAR” means the Federal Acquisition Regulation.

“Fermilab” means the physical site and property that is the Fermi National Accelerator Laboratory.

“FFDG Procurement Representative” shall mean the person in charge of administering this Subcontract for FFDG or his or her written designee.

“Government” means the Government of the United States acting through the United States Department of Energy or its successor.

“Subcontract” means this Subcontract between FFDG and the Subcontractor. “Sub-subcontracts” means the Subcontractor’s subcontracts. Except as otherwise provided in this Subcontract, “sub-subcontracts” includes purchase orders under this Subcontract.

“Subcontractor” means the party that has entered into this Subcontract with FFDG. The lower case “subcontractor” means sub-subcontractors.

When an article, provision, or clause in this Subcontract uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless:

1) The solicitation, or amended solicitation, provides a different definition;

2) The contracting parties agree to a different definition in the Subcontract;

3) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

4) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

When a solicitation provision or contract clause uses a word or term that is defined in the Department of Energy Acquisition Regulation (DEAR) (48 CFR chapter 9), the word or term has the same meaning as the

FFDG GENERAL TERMS & CONDITIONS (TIME AND MATERIALS OR LABOR-HOUR FOR NON-R&D WORK) (08/2025) Page 3 definition in 48 CFR 902.101 or the definition in the part, subpart, or section of 48 CFR chapter 9 where the provision or clause is prescribed in effect at the time the solicitation was issued, unless an exception in 1.1 applies.

1.2 SCOPE OF SUBCONTRACT (SERVICES)

The scope of this Subcontract is to provide services as set forth in the Subcontract, Statement of Work, and incorporated documents.

This Subcontract is entered into under FFDG’s Prime Contract No. 89243024CSC000002 with DOE for the operation and management of the Fermi National Accelerator Laboratory.

1.3 INDEPENDENT CONTRACTOR

The Subcontractor is, and shall act as, an independent Subcontractor and the Subcontractor shall not be or act as the agent, employee, or servant of FFDG or the Government. Without limiting the generality of the foregoing, it is understood and agreed that:

1) All persons employed by the Subcontractor in the performance of this agreement shall be employees of the Subcontractor and not employees of FFDG or the Government,

2) This Subcontract does not create a joint employer relationship for FFDG or the Government; and

3) The Subcontractor shall not enter into any contract with a third party which purports to obligate or bind FFDG or the Government.

1.4 ASSIGNMENT

Neither this Subcontract, nor any interest therein, nor claim thereunder shall be assigned or transferred by the Subcontractor except as expressly authorized in writing by FFDG. Subcontractor shall inform FFDG of the transfer of Seller’s assets, rights, obligations, and/or liabilities under this Agreement to a separate legal entity and submit written proof of such transfer. Subcontractor also shall inform FFDG of a corporate name change and submit documents as proof of such a change. The parties must enter into and execute a Novation Agreement or Name Change Agreement for assignment by Subcontractor to be effective. FFDG may assign, without Subcontractor’s consent, the whole or any part of this Subcontract to the Government or its designee or to a successor contractor for operation and management of the Fermi National Accelerator Laboratory, and in such event this Subcontract shall continue in full force and effect.

1.5 ACCEPTANCE OF SUBCONTRACT

The Subcontractor’s written acceptance of this Subcontract or the performance of any portion of this Subcontract shall constitute the Subcontractor’s unqualified acceptance of this Subcontract and all the Subcontract’s terms and conditions. Any alterations made to the documents comprising this Subcontract or any conditions imposed by the Subcontractor upon its written acceptance of this Subcontract are not accepted, shall only constitute a proposal for modification of the Subcontract, and shall have no effect on the validity or the Subcontractor’s acceptance of this Subcontract and its terms and conditions, anything to the contrary notwithstanding.

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CLAUSE 2 - PAYMENT (TIME-AND-MATERIALS OR LABOR-HOUR)

[REF. FAR 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR

CONTRACTS (NOV 2021)]

2.1 FFDG will pay the Subcontractor as follows upon the submission of invoices or vouchers approved by the FFDG’s Procurement Representative:

(a) Hourly rate:

(1) Hourly rate means the rate(s) prescribed in the Subcontract for payment for labor that meets the labor category qualifications of a labor category specified in the Subcontract that are-

(i) Performed by the Subcontractor;

(ii) Performed by the sub-subcontractors; or

(iii) Transferred between divisions, subsidiaries, or affiliates of the Subcontractor under a common control.

(2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Subcontract by the number of direct labor hours performed.

(3) The hourly rates shall be paid for all labor performed on the Subcontract that meets the labor qualifications specified in the Subcontract. Labor hours incurred to perform tasks for which labor qualifications were specified in the Subcontract will not be paid to the extent the work is performed by employees that do not meet the qualifications specified in the Subcontract, unless specifically authorized by the FFDG Procurement Representative.

(4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis.

(5) The Subcontractor shall substantiate invoices or vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by-

(i) Individual daily job timekeeping records;

(ii) Records that verify the employees meet the qualifications for the labor categories specified in the Subcontract; or

(iii) Other substantiation approved by the FFDG Procurement Representative.

(6) Unless the Subcontract prescribes otherwise, the hourly rates in the Subcontract shall not be varied by virtue of the Subcontractor having performed work on an overtime basis. If no overtime rates are provided in the Subcontract and overtime work is approved in advance by FFDG, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this Subcontract. If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by FFDG.

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(b) Materials.

(1) For the purposes of this clause-

(i) Direct materials means those materials that enter directly into the end product or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Materials means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Subcontractor under a common control;

(B) Sub-subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the Subcontract, travel, computer usage charges, etc.); and

(D) Applicable indirect costs.

(2) If the Subcontractor furnishes its own materials that meet the definition of a commercial product or commercial service in Federal Acquisition Regulation (FAR) 2.101, the price to be paid for such materials shall not exceed the Subcontractor's established catalog or market price, adjusted to reflect the-

(i) Quantities being acquired; and

(ii) Actual cost of any modifications necessary because of Subcontract requirements.

(3) Except as provided for in paragraph (b)(2) of this clause, FFDG will reimburse the Subcontractor for allowable cost of materials provided the Subcontractor-

(i) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(ii) Ordinarily makes these payments within 30 days of the submission of the Subcontractor's payment request to FFDG and such payment is in accordance with the terms and conditions of the agreement or invoice.

(4) Payment for materials is subject to the Allowable Cost and Payment clause incorporated into this Subcontract below (FAR 52.216-7). The FFDG Procurement Representative will determine allowable costs of materials in accordance with FAR subpart

31.2 in effect on the date of this Subcontract.

(5) The Subcontractor may include allocable indirect costs and other direct costs to the extent they are-

(i) Comprised only of costs that are clearly excluded from the hourly rate;

(ii) Allocated in accordance with the Subcontractor's written or established accounting practices; and

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(iii) Indirect costs are not applied to sub-subcontracts that are paid at the hourly rates.

(6) To the extent able, the Subcontractor shall-

(i) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(ii) Take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of the benefits, the Subcontractor shall promptly notify the FFDG Procurement Representative and give the reasons. The Subcontractor shall give credit to FFDG for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of the Subcontractor, or would have accrued except for the fault or neglect of the Subcontractor. The Subcontractor shall not deduct from gross costs the benefits lost without fault or neglect on the part of the Subcontractor, or lost through fault of FFDG.

(7) Except as provided for in FAR 31.205-26(e) and (f), FFDG will not pay profit or fee to the Subcontractor on materials.

(8) If the Subcontractor enters into any sub-subcontract that requires consent under the terms of this Subcontract, without obtaining such consent, FFDG is not required to reimburse the Subcontractor for any costs incurred under the sub-subcontract prior to the date the Subcontractor obtains the required consent. Any reimbursement of sub-subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of FFDG.

2.2 Once each month the Subcontractor may submit to FFDG invoices or vouchers in such form and detail and supported by such documents as provided below. Within 30 days after receipt of each invoice or voucher FFDG shall, subject to the provisions of this Subcontract, make payment thereon as approved by FFDG. FFDG shall have the right, in the event of a breach by Subcontractor of any provision of this Subcontract, to withhold amounts for losses or damages resulting or threatened as a result of such breach, provided any amounts not in dispute are timely paid. Subcontractor shall not stop, slow, or suspend performance of its services on account of a good faith dispute between FFDG and Subcontractor as to the appropriate sum due and payable to Subcontractor under this Subcontract.

In connection with any discount offered, time will be computed from the date the correct invoice or voucher is received at the office specified by FFDG. Payment is made, for discount purposes, when the check is mailed or electronic payment is initiated.

2.3 Subcontractor shall maintain detailed, complete, and accurate accounting records satisfactory to FFDG. At any time prior to final settlement under this Subcontract, representatives of FFDG or its designees will have access to and the right to audit Subcontractor’s invoices, vouchers, statement of cost, books, and records to determine the correctness and propriety of payments made under this Subcontract. Each payment theretofore made shall be subject to adjustment for amounts included in the related invoice or voucher on the basis of such audit. Any payment may be reduced for overpayments, or increased for under payments, on preceding invoices or vouchers. The Subcontractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Subcontractor or any assignee under this Subcontract shall be paid by the Subcontractor to FFDG, to the extent that they are properly allocable to costs for which the Subcontractor has been reimbursed by FFDG under this Subcontract. Reasonable expenses incurred by the Subcontractor for the purpose of

FFDG GENERAL TERMS & CONDITIONS (TIME AND MATERIALS OR LABOR-HOUR FOR NON-R&D WORK) (08/2025) Page 7 securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by FFDG.

2.4 Claims for payment shall be accompanied by such supporting documents and justification as FFDG shall require and shall be made in writing to FFDG within thirty (30) days’ of discovering the claim.

CLAUSE 3 - STANDARD OF PERFORMANCE (SERVICES)

Subcontractor shall perform the services in a professional, skillful, and competent manner in accordance with the standards of care and quality practiced by reputable and recognized subcontractors with national experience in performing similar services for projects of similar size, scope, and complexity, in a similar location.

CLAUSE 4 - LICENSES AND PERMITS

The Subcontractor shall maintain all applicable licenses and permits in good standing with the appropriate jurisdiction or governing body throughout the term of this Subcontract. Subcontractor shall immediately notify FFDG of any change in the good standing status of its licenses or permits. Failure by the Subcontractor to maintain applicable licenses in good standing or permits is cause for immediate termination of this Subcontract by FFDG.

CLAUSE 5 - CHANGES AND MODIFICATIONS

5.1 CHANGES (TIME-AND-MATERIALS OR LABOR-HOUR)

[REF. FAR 52.243-3 CHANGES - Time-and-Materials or Labor-Hours (SEP 2000)]

(a) FFDG may, at any time, by written order designated or indicated to be a change order, make any change in the work within the general scope of the Subcontract, in any one or more of the following:

1) Description of services to be performed;

2) Time of performance of services (i.e., hours of the day, days of the week, etc.); or

3) Place of performance of the services;

4) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for FFDG or the Government in accordance with the drawings, designs, or specifications;

5) Method of shipment or packing of supplies;

6) Place of delivery; or

7) Amount of FFDG or Government-furnished property.

Except as provided in this clause, no order, statement, or conduct of FFDG shall be treated as a change under this clause or entitle the Subcontractor to an equitable adjustment.

(b) If any change causes an increase or decrease in any hourly rate, the ceiling price, or the time required for performance of any part of the work under this Subcontract, whether or not changed by the order, or otherwise affects any other terms and conditions of this Subcontract, FFDG will make an equitable adjustment in any one or more of the following and will modify the Subcontract accordingly:

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1) Ceiling price.

2) Hourly rates.

3) Delivery schedule.

4) Other affected terms.

The Subcontractor must assert its right to an equitable adjustment under this clause within 30 days after receipt of a written change order, and submit a proposal for equitable adjustment supported by all documentation required by FFDG to analyze the request. The Subcontractor shall perform the services in accordance with the changes ordered by FFDG upon receipt of the written change order.

(c) No claim by the Subcontractor for an equitable adjustment based on changes made by FFDG shall be allowed if asserted after final payment under this Subcontract. Adjustments to Subcontract price and time for performance shall be memorialized in a Supplemental Agreement or Subcontract Modification. Each Supplemental Agreement or Subcontract Modification shall constitute a final settlement of all matters relating to the change in the work, which is the subject of the change order, including but not limited to, all adjustments to the Subcontract price and time for performance, if any, included with that change order.

(d) No course of conduct or dealing between the parties, no express or implied acceptance of alterations or additions to the work, and no claim that FFDG has been unjustly enriched by an alteration or addition to the work, whether there is any unjust enrichment, shall be the basis of any claim for adjustment in compensation due the Subcontractor or in connection with the work or for adjustment in any time period provided for under the Subcontract. Moreover, the Subcontractor hereby waives and forfeits all claims that any work, services, or other activities were performed pursuant to any contract or other agreement separate from the Subcontract. Subcontractor shall not receive any additional compensation or any adjustment in the Subcontract price or time of performance in connection with any work, services or other activities of the Subcontractor pertaining to the work unless such work, services, or other activities is authorized in a change order or a written directive, as more specifically described in this section.

(e) Failure to agree to any adjustment will be a dispute under the Disputes clause. However, nothing in this clause excuses the Subcontractor from proceeding with the Subcontract as changed.

5.2 MODIFICATION PROPOSALS - PRICE BREAKDOWN

The Subcontractor, in connection with any proposal made for a Subcontract modification, shall furnish a price breakdown, itemized as required by FFDG. Unless otherwise directed, the breakdown shall be in sufficient detail to permit an analysis of all material, labor, equipment, sub-subcontract, overhead costs, as well as profit, and shall cover all work involved in the modification, whether such work was deleted, added, or changed. Any amount claimed for sub-subcontracts shall be supported by a similar price breakdown. In addition, if the proposal includes a time extension, a justification therefore shall also be furnished. The justification shall be furnished by the date specified by FFDG.

When costs are a factor in any determination of a Subcontract price adjustment under any clause of this Subcontract, such costs shall be in accordance with the contract cost principles and procedures in Subpart

31.2 of the FAR and Subpart 931.2 of the DEAR in effect on the date of this subcontract.

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CLAUSE 6 - INDEMNIFICATION AND LIABILITIES

6.1 INDEMNIFICATION

To the extent permitted by law, the Subcontractor shall indemnify and hold harmless FFDG, The University of Chicago, Universities Research Association, Inc., and the United States Government, their officers, agents, servants, and employees from any and all liability for losses, expenses, damages, demands, and claims, and shall defend any claim, suit, or action brought against any or all of them based on any alleged personal injury or property damage, and shall pay any damages, costs, and expenses, including attorneys’ fees, in connection with or resulting from such claim, suit, or action that arise in whole or in part from any negligent or willful act or omission of the Subcontractor, its employees, agents, subcontractors, material suppliers, or anyone for whose acts they may be liable.

The obligations of the Subcontractor under this Clause regarding liability and indemnification will survive the final completion or termination of this Subcontract.

6.2 ASSUMPTION OF RISK UNTIL FINAL ACCEPTANCE

The Subcontractor assumes all risks and responsibility for damage to its work and materials from fire, earthquake, storm, or other causes prior to the completion and final acceptance of the work by FFDG. The Subcontractor shall, at its own expense, repair and/or replace any work or materials damaged or destroyed.

Subcontractor: (i) acknowledges and agrees that operations will be ongoing at Fermilab during performance of the Subcontractor’s work, and (ii) agrees to perform Subcontractor’s work in such a manner so as to, (a) not interfere with such operations or inconvenience FFDG’s employees or agents at Fermilab, and (b) cooperate and coordinate the Subcontract work with others at Fermilab as directed by FFDG.

6.3 THEFT

Necessary precautions for safeguarding material and equipment relating to this Subcontract or on the Fermilab site will be the responsibility of the Subcontractor. In addition, the Subcontractor shall immediately notify the FFDG Procurement Representative of any theft, providing the following information:

Name and phone number of person making report.

Description of missing property; i.e., make and color (if available), model number, serial number and value. Indicate ownership; if Government, furnish Government Identification No.

Date and time theft took place or was discovered.

Date and time property was last known to be in proper place.

Any other information which might be pertinent.

6.4 WARRANTY (NON-PROFESSIONAL SERVICES)

(a) Definitions. Acceptance, as used in this clause, means the act of an authorized representative of FFDG by which FFDG or the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the contract.

(b) Notwithstanding inspection and acceptance by FFDG or any provision concerning the conclusiveness thereof, the Subcontractor warrants that all services performed under this Subcontract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. FFDG shall give written notice of any defect or nonconformance to the Subcontractor that shall state either: (1)

FFDG GENERAL TERMS & CONDITIONS (TIME AND MATERIALS OR LABOR-HOUR FOR NON-R&D WORK) (08/2025) Page 10 that the Subcontractor shall correct or reperform any defective or nonconforming services, or (2) that FFDG does not require correction or reperformance.

(c) If the Subcontractor is required to correct or reperform, it shall be at no cost to FFDG or the Government, and any services corrected or reperformed by the Subcontractor shall be subject to this clause to the same extent as work initially performed. If the Subcontractor fails or refuses to correct or reperform, FFDG may, by contract or otherwise, correct or replace with similar services and charge to the Subcontractor the cost occasioned to FFDG or the Government thereby, or make an equitable adjustment in the Subcontract price.

(d) If FFDG does not require correction or reperformance, FFDG shall make an equitable adjustment in the Subcontract price.

6.4 SUSPECT/COUNTERFEIT PARTS

Notwithstanding any other provisions of this agreement, the Subcontractor warrants that all materials and items provided to FFDG shall be genuine, new, and unused, unless otherwise specified in writing by FFDG.

Subcontractor further warrants that all materials or items used by the Subcontractor during performance of work at Fermi National Accelerator Laboratory include all genuine, original, and new components, or are otherwise suitable and fit for the intended purpose. Subcontractor’s warranty extends to labels and/or trademarks or logos affixed, or designed to be affixed, to items supplied or delivered to Fermilab.

Subcontractor shall indemnify Fermi Forward Discovery Group, LLC, and the U.S. Department of Energy, their respective agents, and third parties for any financial loss, injury, or property damage resulting directly or indirectly from material, components, or parts that are not genuine, original, or unused, or not otherwise suitable and fit for the intended purpose. This includes but is not limited to materials that are defective, suspect, or counterfeit; materials that have been provided under false pretenses; and materials or items that are materially altered, damaged, deteriorated, degraded, or result in product failure.

Types of material, parts, and components known to have been misrepresented include but are not limited to fasteners; hoisting, rigging, and lifting equipment; cranes; hoists; valves; pipe and fittings; electrical equipment and devices; plate, bar shapes, channel members, and other heat-treated materials and structural items; welding rod and electrodes; and computer memory modules.

Because falsification of information or documentation may constitute criminal conduct, the Subcontractor acknowledges and agrees that FFDG may reject and retain such information or items at no cost, and identify, segregate, and report such information or activities to relevant Department of Energy Officials.

CLAUSE 7 - TERMINATION AND NON-WAIVER OF DEFAULTS

7.1 TERMINATION

FFDG may terminate this Subcontract in accordance with the FAR clauses relating to Termination for Convenience of the Government or Default that are incorporated by reference into these General Terms and Conditions, at the Clause titled Special Government Flow Down Provisions.

In addition, FFDG may terminate this Subcontract for any material default by the Subcontractor relating to any Subcontract article, clause, or requirement, including but not limited to the environmental, safety, and health requirements.

7.2 NON-WAIVER OF DEFAULTS

Any failure by FFDG at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms or conditions of this Subcontract shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way, or the right of FFDG at any time to avail itself of such remedies as it may have for any breach or breaches of such terms or conditions.

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The rights and remedies of FFDG in this clause are in addition to any other rights and remedies provided by law under this Subcontract.

CLAUSE 8 - LAWS AND REGULATIONS; DISPUTES; APPLICABLE LAW

8.1 LAWS AND REGULATIONS

All delivered items and all services performed under this Subcontract shall be in compliance with all applicable federal, state, and local laws, ordinances, statutes, codes, rules, and regulations (including DOE regulations), including but not limited to those relating to wages, hours, employment, discrimination, immigration, and safety. The Subcontractor also shall comply with the Contractor Requirements Document (CRD) of any DOE Directive referenced within the Subcontract or these General Terms and Conditions.

8.2 DISPUTES

The parties agree to cooperate in resolving any claims, controversies, or disputes that may arise out of or relate to this Subcontract, the breach thereof, or the Subcontract Work, (collectively, "Dispute" or "Disputes"). The parties are committed to resolving any Disputes in an amicable, professional, and expeditious manner so as to avoid any unnecessary costs or delays to the Work.

Continuance of Work: The parties expressly agree and acknowledge that Work will not be stopped or slowed in any way during the pendency of any Dispute. Subcontractor shall continue to prosecute the Work pending final resolution or determination thereof, unless requested by FFDG to suspend Subcontract Work, provided that FFDG continues to pay Subcontractor as provided herein for all Subcontract Work not subject to a Dispute.

Step Negotiations: FFDG and Subcontractor will first attempt to resolve Disputes at the field level through discussions between FFDG’s Project Manager and the Subcontractor’s Project Manager. If a Dispute cannot be resolved at the field level, upon the request of either party, the Dispute shall be directed to FFDG’s Procurement Manager and Subcontractor’s Executive Corporate Representative (collectively “Senior Representatives”) who shall meet as soon as conveniently possible, but in no case later than thirty

(30) days after such a request is made, to attempt to resolve such Dispute. Prior to any meetings between the parties, the parties will exchange relevant information that will assist the parties in resolving their Dispute.

Mediation: If the Dispute is not resolved through negotiations between the Senior Representatives, the parties will submit the matter to mediation.

Binding Dispute Resolution: At the sole option and decision of FFDG, all Disputes not resolved by Step Negotiations or Mediation shall be decided by confidential, binding arbitration, administered jointly by the parties to the arbitration and otherwise in accordance with the Commercial Arbitration Rules and Mediation Procedures of the AAA then in effect before the Arbitrator. Execution of this Subcontract represents Subcontractor’s express consent and agreement to arbitrate Disputes if so chosen by FFDG. Notice of demand for arbitration must be filed in writing with the other parties to the arbitration. If FFDG does not elect arbitration, the parties shall proceed to litigation. In no event may the demand for arbitration be made after institution of legal or equitable proceedings based on the Dispute would be barred by the applicable statute of limitations.

Each party shall produce all documents relevant to the Dispute. Each party shall be entitled to depose no more than six (6) fact witnesses for no longer than six (6) hours each. Each party shall be entitled to depose any and all retained expert opinion witnesses for no longer than six (6) hours each. All discovery disputes shall be decided by the Arbitrator. The Arbitrator may modify these discovery limitations for good cause shown.

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The Arbitrator shall have authority to order specific performance, including, without limitation, interim injunctive relief prior to the Dispute being resolved and any final injunctive relief warranted. The Arbitrator shall have the authority to decide all issues concerning the fulfillment of any condition precedent to the arbitrability of a claim or defense; the amount of damages to be awarded, if any; and the arbitrability of the issues presented as well as to resolve all Disputes, including, without limitation, all federal, state, and local statutory claims. The Arbitrator is not empowered to award damages in excess of compensatory damages such as punitive damages.

The award of the Arbitrator shall be enforceable in any court of competent jurisdiction, and each party consents and submits to the jurisdiction of such court for purposes of such action.

Joinder of Parties: At either party's option, third parties may be joined in any of the dispute resolution processes listed above, by consolidation, joinder, or otherwise, who are subject to a valid alternative dispute resolution agreement with the party seeking joinder of such third party.

8.3 APPLICABLE LAW

To the extent that Federal law does not exist, and state law could become applicable to this Subcontract, the law of Illinois shall apply.

CLAUSE 9 - RELEASE OF INFORMATION

The Subcontractor agrees that information regarding this Subcontract, any data developed or obtained in the course of performing this Subcontract, and the name of FFDG, Fermi National Accelerator Laboratory, Fermilab, the United States Government, or the United States Department of Energy shall not be disclosed in any publications, news releases, advertising, speeches, technical papers, photographs, and other releases of information without prior written approval from the FFDG Procurement Representative.

CLAUSE 10 - NOTIFICATIONS

The Subcontractor shall immediately notify the FFDG Procurement Representative in writing of: (1) any action, including any proceeding before an administrative agency, filed against the Subcontractor arising out of the performance of this Subcontract; and (2) any claim made against the Subcontract, the cost of which is or is claimed to be reimbursable under this Subcontract.

If, at any time during the performance of this Subcontract, the Subcontractor becomes aware of any circumstances which may jeopardize its performance of all or any portion of the Subcontract, it shall immediately notify the FFDG Procurement Representative in writing of such circumstances, and the Subcontractor shall take whatever action is reasonably necessary to resolve such circumstances within the shortest possible time.

CLAUSE 11 - ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

This Subcontract shall consist of the Subcontract document (including any signature page), Purchase Order (if applicable), these General Terms and Conditions and any other referenced or incorporated clauses, provisions, and documents. Together, they are the entire agreement between the parties concerning the subject matter and they supersede all prior proposals, representations, negotiations, or agreements, whether written or oral.

Any inconsistencies in the terms and conditions comprising the Subcontract shall be resolved by giving precedence in the following order: (a) the Subcontract document; (b) these General Terms and Conditions including the FAR and DEAR clauses incorporated by reference; (c) any specifications or drawings; (d) other documents listed in the Subcontract as Incorporated Documents, if any, in the order in which they are listed; and (e) any other referenced or incorporated clauses, provisions, or documents.

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CLAUSE 12 - SITE AND FACILITIES ACCESS

All Subcontractor and lower-tier subcontractor employees requiring access to any Fermilab facility or sites, including on-site or remote access to Fermilab/FFDG computer systems, are subject to applicable DOE and FFDG site access requirements and restrictions, including but not limited to all environmental, health, safety, security, and personnel requirements. Any questions should be directed to either the subcontract designated Technical Representative or the FFDG Procurement Representative.

(a) The Subcontractor shall not assign foreign national (non-U.S. citizen) employees or other personnel to work at any Fermilab facility or site, including through on-site or remote access to Fermilab/FFDG computer systems, who were born in, are citizens of, are employed or sponsored by, or represent a government, company, institution, or other organization based in a country on the Department of State's List of State Sponsors of Terrorism (https://www.state.gov/state-sponsors-of-terrorism/) without prior written approval from DOE Headquarters. Terrorist-sponsoring countries may be updated from time to time by the State Department. Requests for access must be submitted to the FFDG Procurement Representative at least 180 days in advance to allow time for approval from the

DOE.

(b) FFDG also is required by DOE to document all foreign national employees who were born in, are citizens of, are employed or sponsored by, or represent a government, company, institution, or organization based in a sensitive country, and who require access to a Fermilab facility or site, including either on-site or remote access to Fermilab/FFDG computer systems. To obtain site access, the Subcontractor must provide the place of birth and citizenship for all foreign national employees/personnel working on this subcontract who may access a Fermilab facility or site, including on-site or remote access to Fermilab/FFDG computer systems. Employees/personnel from specific sensitive countries may need additional processing and/or be subject to specific restrictions as required by DOE Order 142.3B.

CLAUSE 13 - ENVIRONMENT, SAFETY & HEALTH (ES&H)

The Subcontractor shall take all reasonable precautions in the performance of this Subcontract to protect the health and safety of employees, sub-subcontractor employees, FFDG employees, and members of the public, to minimize danger from all hazards to life and property, and to prevent injury to any employees or other persons. The safety of all persons employed by the Subcontractor and its subcontractors on the Fermilab site, or other Government premises, or any other person who enters on the sites or premises for reasons relating to this Subcontract, shall be the sole responsibility of the Subcontractor.

The Subcontractor shall comply with all applicable environmental, safety, health, and fire protection laws, regulations, orders, and requirements (including reporting requirements), including those of DOE. The Subcontractor shall comply with FFDG’s environmental, safety, and health requirements for any work performed at the Fermilab site, including the requirements set forth in 10 CFR 851 Worker Safety and Health Program.

The Subcontractor shall immediately take action to correct any noncompliance with the environmental, safety, and health requirements of this Subcontract. If the Subcontractor fails to comply with the environment, safety, and health requirements, FFDG may, without waiver of any other legal or contractual rights or remedies, issue a stop-work order that stops all or any part of the work under this Subcontract.

Thereafter, a start order for resumption of any or all work may be issued at the discretion of FFDG. The Subcontractor may not make any claim for an extension of time or for compensation or damages in connection with any work stoppage under this provision.

https://www.state.gov/state-sponsors-of-terrorism/

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CLAUSE 14 - STOP-WORK ORDER (FAR 52.242-15 (AUG 1989))

FFDG may, at any time, by written order to the Subcontractor, require the Subcontractor to stop all, or any part, of the work called for by this Subcontract contract for a period of 90 days after the order is delivered to the Subcontractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Subcontractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Subcontractor, or within any extension of that period to which the parties shall have agreed, FFDG shall either:

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default or Termination for Convenience of FFDG clauses of this contract.

If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Subcontractor shall resume work. FFDG shall make an equitable adjustment in the delivery schedule or Subcontract price, or both, and the Subcontract shall be modified, in writing, accordingly, if—

(1) The stop-work order results in an increase in the time required for, or in the Subcontractor’s cost properly allocable to, the performance of any part of this Subcontract; and

(2) The Subcontractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if FFDG decides the facts justify the action, FFDG may receive and act upon the claim submitted at any time before final payment under this Subcontract.

If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of FFDG, FFDG shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

If a stop-work order is not canceled and the work covered by the order is terminated for default, FFDG shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

CLAUSE 15 - INSURANCE

Insurance requirements for this Subcontract, if any, are established by FFDG as the contracting entity.

Before undertaking any work under this Subcontract, the Subcontractor shall, except as otherwise approved by FFDG, comply with the Insurance Requirements Exhibit if included with this Subcontract, which is based upon levels of risk, and provides the applicable certificates of insurance as set out in the Insurance Requirements Exhibit.

The Subcontractor shall indemnify FFDG for any expense incurred or loss suffered by FFDG for the failure of the Subcontractor to comply with the provisions of this clause or the Insurance Requirements for this Subcontract.

CLAUSE 16 - SERVICE CONTRACT LABOR STANDARDS

This Subcontract is subject to the Service Contract Labor Standards statute (41 U.S.C. chapter 67) and the related FAR provisions that are incorporated by reference in the Clause titled Special Government Flow Down Provisions, unless the Subcontract is performed by employees in bona fide executive, administrative, or professional capacity (as excluded from the definition of service employees in the Service Contract Labor

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Standards statute) or it is subject to another exclusion or exemption by the Secretary of Labor or in the Service Contract Labor Standards statute (41 U.S.C. § 6702, as interpreted in 29 CFR Part 4, Subpart C).

CLAUSE 17 - TRAVEL UNDER TIME-AND-MATERIALS OR LABOR-HOUR SUBCONTRACTS

In connection with furnishing the services under this Subcontract, it may be necessary for Subcontractor personnel to make authorized trips from time to time in support of the Statement of Work. Travel expenses and time spent during travel may be paid for by FFDG in accordance with the following rules:

(a) Travel required by subcontractor personnel for performance of services at a location away from the subcontractor personnel’s regular, customary, work location must be approved by the appropriate FFDG personnel.

1. In no case will labor hours and costs related to such travel be a direct charge under the

Subcontract unless it has been approved by FFDG.

2. Any foreign travel charged directly shall be subject to the prior approval of the Laboratory

FFDG and the DOE, regardless of whether funds for such travel are contained in an approved budget. Foreign travel is defined as any travel outside of the United States and its territories and possessions, Puerto Rico, and Northern Mariana.

i. Requests for approval, if required, shall be submitted in accordance with DOE procedures prior to the planned departure date, and when applicable, include a notification and other requirements respecting proposed sensitive foreign national travel.

ii. Transportation of personnel or property outside of the United States, the District of

Colombia, the Commonwealth of Puerto Rico, and possessions of the United States should be on a U. S. Flag air carrier to the extent that service by these carriers is available. In situations where it is not, a “Statement of Unavailability of U.S. Flag Air Carriers” shall be included on vouchers indicating that a U.S. flag carrier was not available, or the specific reasons should be given as to why it was necessary to use foreign flag air carrier service.

(b) Labor hours shall not be charged for Subcontractor personnel’s time to commute to their regular, customary, work location, or other offices maintained by Subcontractor. Labor hours may be charged for travel to locations other than the personnel’s regular, customary, work location, or other Subcontractor office, including but not limited to:

1. traveling from home to a customer’s workplace in emergency situations;

2. travel that is all in a day’s work;

3. traveling from home to a special one-day assignment in another city;

4. overnight travel away from home community; and

5. traveling away from home community in a private vehicle.

Notwithstanding the foregoing, labor hours spent during travel to locations within the same metropolitan area as the personnel’s regular, customary, work location shall be adjusted to deduct the personnel’s customary time to commute to its regular, customary, work location.

(c) As full reimbursement for transportation, lodging, meals, and incidental expenses incurred by subcontractor personnel in connection with travel authorized in accordance with paragraph (a), above, the Subcontractor shall be reimbursed its allowable travel costs. Allowable travel costs

FFDG GENERAL TERMS & CONDITIONS (TIME AND MATERIALS OR LABOR-HOUR FOR NON-R&D WORK) (08/2025) Page 16 will be determined in accordance with the Federal Acquisition Regulation (FAR) 31.205-46 Travel Costs in effect as of the date of this Subcontract. Consistent with FAR 31.205-46, FFDG requires a receipt for each expenditure of $75.00 or more in order to be reimbursed.

CLAUSE 18 - SPECIAL GOVERNMENT FLOW DOWN PROVISIONS

The Federal Acquisition Regulation (FAR) and Department of Energy Acquisition Regulation (DEAR) clauses listed below are incorporated by reference into this Subcontract, with the same force and effect as if they were written out in full verbatim text. The full texts of the clauses are located in Chapters 1 and 9 of Title 48 of the Code of Federal Regulations and are available at https://www.gpo.gov/fdsys/ or https://www.acquisition.gov.

The threshold categories below are additive, meaning that the clauses listed for each threshold level apply to any Subcontract within that or any higher threshold level of applicability.

As used in these incorporated clauses, the following terms will have the meanings listed below:

“Contract” shall mean this Subcontract.

“Contractor” shall mean the Subcontractor.

“Subcontractor” in lower case shall mean the Subcontractor’s subcontractors (i.e., lower tier subcontractors).

“Government” and “Contracting Officer” shall mean FFDG, except as specifically noted below.

The Subcontractor shall include the listed provisions in its subcontracts, at any tier, to the extent applicable to the type of work and Subcontractor status. The version of the provision in force at the time of execution of this Subcontract or any sub-subcontracts shall control.

THE FOLLOWING CLAUSES APPLY REGARDLESS OF SUBCONTRACT VALUE

FAR 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS (JAN 2017)

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF SUBCONTRACTOR PERSONNEL (JAN

2011)

FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS (NOV 2021)

Applies if subcontractor has federal contract information residing in or transiting through its information system.

FAR 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE AND

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER

COVERED ENTITIES (DEC 2023)

FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE…