Appendix A-Labor Hour-24-APR-2024.PDF

ANL-528 (April 24, 2024)

APPENDIX A

Argonne Terms and Conditions

(For Labor Hour and Time and Materials Contracts) The clauses below that reference Federal Acquisition Regulation (FAR) and Department of Energy Acquisition Regulation (DEAR) citations are based on such clauses with modifications to identify appropriate parties and are not quoted verbatim from such regulations. The clause dates provided are for the most recent versions of the clause current as of the contract issuance date or as reflected in UChicago

Argonne, LLC’s prime contract with the United States Department of Energy available at http://www.anl.gov/contract. Full text of all FAR/DEAR clauses are available at: https://www.acquisition.gov To the extent a FAR/DEAR clause is inapplicable, it is deemed null, void, and deleted for the purposes of this purchase.

Definitions: As used herein, “Argonne National Laboratory,” “Argonne,” “ANL” and “Laboratory” are used interchangeably to mean Argonne National Laboratory, operated by UChicago Argonne, LLC, acting under Prime Contract No. DE-A02-06CH11357 between UChicago Argonne, LLC and the Government for the operation of Argonne National Laboratory. “Government” means the United States of America and includes the United States Department of Energy (“DOE”) or any duly authorized representative thereof. “Laboratory Procurement Official” means the person identified in the body of the agreement as the authorized contact for the contractor. The Micro-Purchase Threshold is currently $10,000 and the Simplified Acquisition Threshold (SAT) is currently $250,000.

1. APPLICABLE LAW (OCT 1999)

2. ASSIGNMENT (OCT 1999)

3. CONDUCT OF EMPLOYEES (SEP 2023)

4. CONFLICTS IN DOCUMENTATION (APR 2023)

5. CONSIDERATION AND ALLOWABLE COSTS (JAN 2024)

6. DATA BREACH (APR 2023)

7. ENVIRONMENTAL PROTECTION (MAY 2001)

8. INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF AGREEMENT (FEB 2000)

9. INFORMATION TECHNOLOGY ACQUISITIONS (MAR 2009)

10. INTEGRATION CLAUSE (MAY 2001)

11. LABORATORY SITE ACCESS, SAFETY AND HEALTH (APR 2024)

12. LABORATORY SITE ACCESS AND/OR PARTICIPATION IN ACTIVITIES BY NON-U.S. NATIONALS (DEC 2004)

13. LIMITATION OF LIABILITY (OCT 2018)

14. LIMITATIONS PERIOD (MAY 2001)

15. MAINTENANCE, SERVICE, REPAIR, OR DISPOSAL OF REGRIGERATION EQUIPMENT AND AIR CONDITIONERS (AUG 2021)

16. NON-WAIVER OF DEFAULTS (OCT 1999)

17. OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS (AUG 2021)

18. PERMITS OR LICENSES (OCT 1999)

19. PROPERTY (NOV 2023)

20. PUBLIC RELEASE OF INFORMATION (JUL 2023)

21. REPORTS AND FORMS (MAY 2023)

22. RESPONSIBILITY FOR TECHNOLOGY EXPORT CONTROL (SEPT 2021)

23. STATE AND LOCAL TAXES (APR 1984)

24. SURVIVAL (APR 2023)

25. SUSPECT COUNTERFEIT PARTS (DEC 2007)

26. TECHNICAL STANDARDS PROGRAM (OCT 2023)

27. TIME IS OF THE ESSENCE (MAR 2023)

28. VEHICLE LIABILITY INSURANCE COVERAGE AND DRIVING PRIVELEGES (MAY 2020)

29. WARRANTY OF SUPPLIES (OCT 2015)

30-122. CLAUSES INCORPORATED BY REFERENCE .................................................................................................................................................. 7-9 http://www.anl.gov/contract https://www.acquisition.gov/

1. APPLICABLE LAW (OCT 1999)

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

2. ASSIGNMENT (OCT 1999)

Neither this contract nor any interest therein nor claim there under shall be assigned or transferred by the contractor except as expressly authorized in writing by the Laboratory; provided, that the contractor or its assignee's rights to be paid amounts due as a result of performance of this contract may be assigned to a bank, trust company or other financing institution, including any Federal lending institution. The Laboratory may assign this contract to a successor operator of the Laboratory.

3. CONDUCT OF EMPLOYEES (SEP 2023)

The contractor acknowledges the Laboratory’s Code of Conduct and shall be responsible for maintaining satisfactory standards of employee competency, conduct, and integrity. The contractor shall be responsible for taking such disciplinary action with respect to its employees as may be necessary. The contractor shall immediately remove from the work any employee of the contractor who, in the sole discretion of the Laboratory, fails to meet the expectations found in the Laboratory’s Code of Conduct or in contractor’s own substantially similar code of conduct with respect to technical performance or personal conduct. The

Laboratory’s Code of Conduct may be found at https://www.anl.gov/argonne-code-of-business-ethics-and-conduct.

4. CONFLICTS IN DOCUMENTATION (APR 2023)

Any discrepancy, inconsistency, or conflict in the Article entitled “Applicable Documentation” which can be reasonably ascertained by the Contractor shall be immediately submitted to the Laboratory for its written decision. Any work undertaken by the contractor without such decision shall be at the Contractor's own risk.

Any inconsistency in the contract shall be resolved by giving precedence in the following order:

a) Contract document

b) The Terms and Conditions including FAR and DEAR clauses incorporated by reference

c) Other documents, exhibits, attachments, enclosures listed in the contract as incorporated documents

d) Technical documents such as Specifications, Statement of Work, Drawing, Sketches

5. CONSIDERATION AND ALLOWABLE COSTS (JAN 2024)

In full and complete monetary consideration for the performance of work under this contract, the Laboratory shall pay the contractor for the following items of allowable costs:

a) Labor. For time worked in the performance of this contract by contractor personnel (excluding travel time) at the appropriate loaded hourly rates specified for the pertinent labor classifications. The appropriate loaded hourly rates shall apply during the term(s) specified. Said loaded rates shall include wages, overhead, general and administrative expense and profit (as appropriate); provided, however, that the loaded hourly rates shall not be varied by virtue of the contractor having performed work on an overtime basis. Said loaded hourly rates shall not be subject to adjustment for the specific periods stated. Additional labor classifications and their applicable hourly rates may be added by written agreement of the parties (whether or not by formal modification of this contract).

b) Materials, Supplies, Computer Time. The actual direct cost to the contractor for materials, supplies, and computer time necessary for the performance of the work under this contract; provided, however, that the contractor shall, to the extent of his ability, procure materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials, and take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of such benefits, it shall promptly notify the Laboratory to that effect, and give the reason therefore. Credit shall be given to the Laboratory for cash and trade discounts, rebates, allowances, credits, salvage, the value of resulting scrap when the amount of such scrap is appreciable, commissions, and other amounts which have been accrued to the benefit of the contractor, or would have so accrued except for the fault or neglect of the contractor. Such benefits lost through no fault or neglect on the part of the contractor, or lost through fault of the Laboratory, shall not be deducted from gross costs.

c) Travel. In connection with furnishing the services under this contract it may be necessary for contractor personnel to make authorized trips from time to time on official business. It is noted that travel time is not compensable (see Paragraph (a) Labor above) and travel expenses are reimbursable in accordance with the following rules:

1) Travel required by contractor personnel for performance of services at a location away from the contractor’s base must be approved by the appropriate Laboratory Division Director or his/her designee. In no case should such travel be accomplished unless it has been approved by the Laboratory.

In addition, any foreign travel charged directly shall be subject to the prior approval of the Laboratory 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. Requests for approval, if required, shall be submitted in accordance with DOE procedures prior to the planned departure date, be on a Request for Approval of Foreign Travel form (DOE F 551.1), and when applicable, include a notification and other requirements respecting proposed sensitive foreign nations travel.

Transportation of personnel or property outside the United States, the District of Columbia, 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 air carrier was not available or the specific reasons should be given as to why it was necessary to use foreign flag air carrier service.

2) As full reimbursement for transportation, lodging, meals, and incidental expenses incurred by contractor personnel in connection with the performance of services away from the contractor's base and travel authorized in accordance with paragraph 1., above, the contractor shall be reimbursed its allowable travel costs. Allowable travel costs will be determined in accordance with Federal Acquisition Regulation (FAR) 31.205-46 Travel Costs in effect as of the date of this agreement, however, the foregoing notwithstanding each expenditure of $25.00 or more must be supported by a receipt. Contractors will only be reimbursed for a travel expenditure over $25.00 that is supported by a receipt.

d) Subcontracts and Consultants. The actual direct cost to the contractor of such subcontractor or consultant services as are expressly approved in writing by the authorized Laboratory Procurement Official.

e) In connection with any discount offered for early payment, time shall be computed from the date the invoice is received at the Laboratory. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the date on which an electronic funds transfer was made.

f) Submission of Transportation Documents. Upon the Laboratory’s request, the contractor shall submit to ap@anl.gov, transportation documents on which the United States will assume freight charges that were paid by the Contractor and added to the invoice for contractor supplied goods and/or services, or by a first-tier subcontractor and added to the invoice for contractor supplied goods and/or services. Freight charges must reflect actual costs incurred.

6. DATA BREACH (APR 2023)

Contractor agrees that it will adopt and implement its own commercially reasonable policies, procedures and systems to provide security as to the Laboratory data or information to be received, stored, transmitted or accessed under this Agreement (“Data”) in a secure manner to prevent loss, theft or unauthorized access to the Data (“Data Breach”). Upon becoming aware of a Data Breach, Contractor shall: (1) notify the Laboratory as promptly as reasonably practicable (and, in any event, within 10 business days); (2) provide timely information relating to the Data Breach as it becomes known or as is reasonably requested by the Laboratory; (3) promptly take reasonable steps to contain and investigate any Data Breach; and (4) work with the Laboratory to agree who will issue notification of the Data Breach to relevant third parties if the Data Breach is relevant to both the Contractor and the Laboratory.

Contractor shall indemnify and hold the Laboratory the University of Chicago, and the United States Government, and their directors, officers, trustees, agents, servants, and employees harmless with respect to any and all losses, costs, damages and/or expenses incurred in connection with any such Data Breach or unauthorized disclosure or loss, including, without limitation, costs of notice provided by the Laboratory to affected persons.

7. ENVIRONMENTAL PROTECTION (MAY 2001)

In performing this contract, the Contractor shall comply with the requirements set forth in all applicable Federal and non-Federal environmental protection laws, codes, ordinances, Executive Orders, regulations, and directives.

8. INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF AGREEMENT (FEB 2000)

In the event of inconsistency between any terms of this agreement and any translation into another language, the English language meaning shall control.

9. INFORMATION TECHNOLOGY ACQUISITIONS (MAR 2009)

Prior to use under this Contract, all information technology shall be compliant with the appropriate information technology security policies and requirements, including use of common security configurations available from the National Institute of Standards and Technology’s website at http://checklists.nist.gov commensurate with the mission of the contract and conducive to the research and development efforts of the Contractor. This requirement shall be included in all subcontracts, as appropriate, which are for information technology acquisitions.

10. INTEGRATION CLAUSE (MAY 2001)

This contract represents the full understanding of the parties and is the entire agreement between the parties. All negotiations between the parties have been merged into the contract, and there are no understandings or agreements other than those incorporated into this contract.

11. LABORATORY SITE ACCESS, SAFETY AND HEALTH (APR 2024)

In addition to any and all other environmental, health, and safety requirements contained in this contract, if the contractor is performing work at a Laboratory site, as a precondition to performing such work contractor must complete all Laboratory Site Access documents and requirements. Contractor shall take all reasonable precautions in activities carried out under this contract to protect the safety and health of others and to protect the environment. Contractor must comply with all applicable safety, health, access to information, security and environmental regulations and the requirements of the Government and Laboratory, including the specific requirements of the Laboratory. In the event that the contractor fails to comply with said regulations and requirements, Laboratory may, without prejudice to any other legal or contractual rights, issue an order stopping all or any part of contractor’s activities at the Laboratory site.

A REAL ID will be required to gain access to the Laboratory for individuals 18 years of age or older. The Laboratory’s site entry requirements and a link to information on REAL ID are available at https://www.anl.gov/site-entry-requirements. Failure to provide valid site access credentials or valid, REAL ID-compliant photo identification will result in denial of access to the site. The Laboratory is not responsible or liable for, and contractor shall not attempt to invoice for, any delays or costs resulting from or arising out of site entry denial due to contractor’s failure to comply with this provision.

Contractor is responsible for contacting the Argonne Info Line at (630) 252-4636 during inclement weather prior to arrival on-site in the event of site closure.

12. LABORATORY SITE ACCESS AND/OR PARTICIPATION IN ACTIVITIES BY NON-U.S. NATIONALS (DEC 2004) Site Access Site access, including cyber access utilizing a Laboratory account, by all non-U.S. citizens must be reviewed and approved by the Laboratory Director or his designee. All new requests must be submitted on Form ANL-593. Non-U.S. citizens are either visitors (on site for 30 days or less) or assignees (on site for more than 30 days in a 12-month period). A certified host must be assigned for each visit or assignment. Form ANL-593 should be submitted as far in advance as possible (a minimum of 30 days for a sensitive assignment, 7 days for a non-sensitive country assignment or visit or sensitive visit.)

For assignments (more than 30 days) involving a foreign national from a “Sensitive Country”, and/or access to a security area of the Laboratory or access to a sensitive subject, at least 30 days advance notice should be provided to ensure that Security, Counterintelligence, and Export Control reviews can be accomplished, and a DOE indices check can be completed prior to approval. In such cases, a specific security plan is required to be submitted to the Foreign Visits and Assignments Office with the ANL-593 form requesting the visit by the Hosting Division. An indices check normally takes 30 days after completion of all required pre-clearance documents, but can take considerably longer (once obtained, an indices check is valid for two years).

For visits or assignments involving a foreign national from a “Terrorist Supporting Country”, (which currently include: Cuba, Iran, Libya, North Korea, Sudan, Syria), specific approval of the visit/assignment by the Secretary of Energy or his designees is required. This approval, if granted, may take up to one year after the internal approvals have been processed.

The time frames indicated above shall not constitute the basis for any equitable adjustment or claim to the contract price or performance/delivery period.

For assistance in preparing a request, contact the Argonne Technical Investigator associated with your activity.

Activity Participation Due to Department of Energy directives and Department of Commerce regulations, persons who are born in (and who are not naturalized U.S. Citizens) or are citizens of any “Terrorist Supporting Country” may be denied access and/or participation in activities with Argonne National Laboratory.

The requirement is to be flowed-down to all subcontractors at any tier.

13. LIMITATION OF LIABILITY (OCT 2018)

Except as otherwise provided by an express warranty, the Contractor will not be liable to the Laboratory for consequential damages resulting from any defect or deficiencies in accepted items.

14. LIMITATIONS PERIOD (MAY 2001)

Any action brought by the contractor for breach of contract, request for equitable adjustment, or any other claim arising under the contract must be identified in writing to the Laboratory Procurement Official. Such written notification must be received by the Laboratory Procurement Official within two (2) years (unless an earlier period is stated elsewhere in the contract) after the completion of work under the contract or after the contractor knew or should have known that a cause of action has arisen, whichever occurs first, otherwise the contractor shall be barred from pursuing such action.

15. MAINTENANCE, SERVICE, REPAIR, OR DISPOSAL OF REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (AUG 2021) Based upon FAR Clause 52.223-12 (JUN 2016)

(a) Definitions. As used in this clause–

“Global warming potential” means how much a given mass of a chemical contributes to global warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide’s global warming potential is defined as 1.0.

“High global warming potential hydrofluorocarbons” means any hydrofluorocarbons in a particular end use for which EPA’s Significant New Alternatives Policy (SNAP) program has identified other acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found at 40 CFR Part 82 subpart G with supplemental tables of alternatives available at (http://www.epa.gov/snap/).

“Hydrofluorocarbons means compounds that only contain hydrogen, fluorine, and carbon.

(b) The Contractor shall comply with the applicable requirements of Sections 608 and 609 of the Clean Air Act (42 U.S.C.7671g and 7 671h) as each or both apply to this contract.

(c) Unless otherwise specified in the contract, the Contractor shall reduce the use, release, or emissions of high global warming potential hydrofluorocarbons under this contract by–

(1) Transitioning over time to the use of another acceptable alternative in lieu of high global warming potential hydrofluorocarbons in a particular end use for which EPA’s SNAP program has identified other acceptable alternatives that have lower global warming potential;

(2) Preventing and repairing refrigerant leaks through service and maintenance during contract performance;

(3) Implementing recovery, recycling, and responsible disposal programs that avoid release or emissions during equipment service and as the equipment reaches the end of its useful life; and

(4) Using reclaimed hydrofluorocarbons, where feasible.

(d) For equipment and appliances that normally each contain 50 or more pounds of hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons, that will be maintained, serviced, repaired, or disposed under this contract, the Contractor shall–

(1) Track on an annual basis, between October 1 and September 30, the amount in pounds of hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons added or taken out of equipment or appliances under this contract by–

(i) Type of hydrofluorocarbon (e.g., HFC-134 a, HFC-125, R-410 A, R-404 A, etc.);

(ii) Contract number;

(iii) Equipment/appliance; and

(2) Report that information to Mark Pfeiffer, email address: mpfeiffer@anl.gov –

(i) No later than September 30 of each year during contract performance; and

(ii) At the end of contract performance.

(e) The Contractor shall refer to EPA’s SNAP program to identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82 subpart G with supplemental tables available at http://www.epa.gov/snap/.

(f) The Contractor shall only use EPA certified technicians to perform work on refrigerant-containing appliances as outlined in 40 CFR Part 82 – Protection of Stratospheric Ozone.

(g) The Contractor shall only use EPA certified recovery equipment on refrigerant-containing appliances as outlined in 40 CFR Part 82 – Protection of Stratospheric Ozone.

(h) The Contractor shall perform maintenance and repair of refrigerant-containing appliances according to industry best practices and in conformance with 40 CFR Part 82 – Protection of Stratospheric Ozone.

(i) The Contractor shall promptly notify the Laboratory of any refrigerant leak from a refrigerant-containing appliance upon discovery.

(j) The Contractor shall properly dispose of refrigerant-containing appliances as outlined in 40 CFR Part 82 – Protection of Stratospheric Ozone.

(k) The Contractor shall maintain and provide to the Laboratory the required records from maintenance, repair, and disposal of refrigerant-containing appliances as outlined in 40 CFR Part 82

– Protection of Stratospheric Ozone.

16. NON-WAIVER OF DEFAULTS (OCT 1999)

Any failure by the Laboratory 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 contract shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way, nor the right of the Laboratory at any time to avail itself of such remedies as it may have for any breach or breaches of such terms or conditions.

17. OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS (AUG 2021) Based upon FAR clause 52.223-11 (JUN 2016) Time and Material Only

(a) Definitions. As used in this clause– “Global warming potential” means how much a given mass of a chemical contributes to global warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide’s global warming potential is defined as 1.0.

“High global warming potential hydrofluorocarbons” means any hydrofluorocarbons in a particular end use for which EPA’s Significant New Alternatives Policy (SNAP) program has identified other acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found at 40 CFR Part 82 subpart G with supplemental tables of alternatives available at (http://www.epa.gov/snap/).

“Hydrofluorocarbons” means compounds that only contain hydrogen, fluorine, and carbon.

“Ozone-depleting substance,” means any substance the Environmental Protection Agency designates in 40 CFR part 8 as-

(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or

(2) Class II, including, but not limited to, hydrochlorofluorocarbons.

(b) The Contractor shall label products that contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C.7671j(b), (c), (d), and (e) and 40 CFR part 82, subpart E, as follows:

Warning

Contains (or manufactured with, if applicable) * , a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.

*The Contractor shall insert the name of the substance(s).

(c) Reporting. For equipment and appliances that normally each contain 50 or more pounds of hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons, the Contractor shall–

(1) Track on an annual basis, between October 1 and September 30, the amount in pounds of hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons contained in the equipment and appliances delivered to the Government under this contract by–

(i) Type of hydrofluorocarbon (e.g., HFC-134 a, HFC- 125, R-410 A, R-404 A, etc.);

(ii) Contract number; and

(iii) Equipment/appliance;

(2) Report that information to Mark Pfeiffer, email address: mpfeiffer@anl.gov

(i) Annually by September 30 of each year during contract performance; and

(ii) At the end of contract performance.

(d) The Contractor shall refer to EPA’s SNAP program (available at http://www.epa.gov/snap) to identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82 subpart G with supplemental tables available at http://www.epa.gov/snap.

(e) The Contractor shall conform to EPA’s SNAP program requirements (available at http://www.epa.gov/snap) for new appliances. New appliances must contain an acceptable alternative for the use and type of appliance as determined by EPA. No new appliance will contain an Ozone Depleting Substance except as narrowly allowed by EPA.

18. PERMITS OR LICENSES (OCT 1999)

Except as otherwise directed by the Laboratory, the contractor shall procure all necessary permits or licenses and abide by all applicable laws, regulations, and ordinances of the United States and of the state, territory, and political subdivision in which the work under this contract is performed.

19. PROPERTY (NOV 2023)

(a) Property shall mean all tangible personal property as identified in Argonne Form PD-150, Control of Government Property – Contractor

Requirements, in the section entitled, “IDENTIFICATION” that has been purchased by the Contractor in the performance of the contract for which cost the Contractor is entitled to be reimbursed as a direct item of cost under this contract or for which the Contractor has included the cost for such property in the fixed price charged to the Laboratory.

(b) All INVOICES submitted under contracts which contain Argonne Form PD-150, Control of Government Property – Contractor Requirements, shall be accompanied by the completed form entitled, Argonne National Laboratory Subcontract Property Management Government Property Acquisition

Record, ANL-661.

THE LABORATORY WILL NOT ISSUE PAYMENT UNLESS A COMPLETED FORM ANL-661 IS INCLUDED WITH ALL INVOICES

(REGARDLESS IF PROPERTY IS BEING INVOICED ON A PARTICULAR INVOICE OR NOT.)

20. PUBLIC RELEASE OF INFORMATION (JUL 2023)

The Argonne National Laboratory (Laboratory) does not endorse products or services. Accordingly, the Supplier agrees not to use the Laboratory’s name or the University of Chicago or UChicago Argonne on any of its projects or programs, or identifying characteristics of any of these for advertising, marketing, or other promotional purposes, raising of capital, recommending investments, sale of securities, or in any way that implies endorsement by the Laboratory, University of Chicago, or DOE. Any media releases concerning this Agreement are prohibited without written consent by the Procurement Specialist.

21. REPORTS AND FORMS (MAY 2023)

The contractor shall furnish intermediate reports to the Laboratory from time to time when requested, in such form and number as may be required by the Laboratory, summarizing activities of the contractor under this contract and shall make such final reports as may be required by the Laboratory. All reports delivered to the Laboratory under this contract shall contain a signature page which will identify the persons preparing the report and the persons approving the report. Any information or other forms, such as closeout documents, required to be submitted to the Laboratory shall be in a form prescribed by the Laboratory.

22. RESPONSIBILITY FOR TECHNOLOGY EXPORT CONTROL (SEPT 2021)

The parties understand that materials and information resulting from the performance of this Subcontract may be subject to export control laws and that each party is responsible for its own compliance with such laws in accordance with DEAR 970.5225-1 COMPLIANCE WITH EXPORT CONTROL LAWS AND REGULATIONS, incorporated herein by reference.

23. STATE AND LOCAL TAXES (APR 1984)

Notwithstanding the terms of the Federal, State, and Local Taxes clause, the contract price excludes all State and local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The Contractor shall state separately on its invoices taxes excluded from the contract price, and the Laboratory agrees either to pay the amount of the taxes to the Contractor or provide evidence necessary to sustain an exemption.

24. SURVIVAL (APR 2023)

The indemnity obligations in this Agreement, together with any other obligations which by their nature or essential purpose should survive termination or expiration of the Agreement shall survive termination or expiration of the Agreement.

25. SUSPECT COUNTERFEIT PARTS (DEC 2007)

Notwithstanding any other provisions of this contract, the contractor warrants that all items provided to the Laboratory shall be genuine, new and unused unless otherwise specified in writing by the Laboratory. Contractor further warrants that all items used by the contractor during the performance of work at the Argonne National Laboratory include all genuine, original, and new components, or are otherwise suitable for the intended purpose. Furthermore, the contractor shall indemnify the Laboratory, its 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, and unused, or not otherwise suitable 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. The contractor’s warranty also extends to labels and/or trademarks or logos affixed, or designed to be affixed, to items supplied or delivered to the Laboratory. In addition, because falsification of information or documentation may constitute criminal conduct, the Laboratory may reject and retain such information or items, at no cost, and identify, segregate, and report such information or activities to cognizant Department of Energy officials.

26. TECHNICAL STANDARDS PROGRAM (OCT 2023)

This article applies if any Contractor personnel participate in development, review or selection activities related to DOE Technical Standards.

(1) In the performance of this contract, the Contractor, when participating in the development of Department of Energy (DOE) Technical Standards, conducting technical standards review activities, and selecting technical standards for use to support assigned DOE missions and functions, must:

(2) Select, use, and adhere to appropriate voluntary consensus standards (VCSs), except where use of VCSs is inconsistent with law or impractical. (Note: VCSs are defined as standards developed or adopted by voluntary consensus standards bodies, both domestic and international.)

(3) Participate as appropriate in development and review of those DOE Technical Standards where the Contractor has technical or programmatic interests, or will be affected by the content of DOE Technical Standards under development, or as directed by the Laboratory Procurement Official.

(4) Designate and provide support for a coordinator for technical standards activities, including identification of the appropriate Subject Matter Experts to review draft DOE Technical Standards.

(5) Flow down this requirement to subcontractor(s) at any tier to the extent necessary to ensure the Contractor’s compliance with these requirements.

27. TIME IS OF THE ESSENCE (MAR 2023)

Time is of the essence for contractor’s performance.

28. VEHICLE LIABILITY INSURANCE COVERAGE AND DRIVING PRIVILEGES (MAY 2020)

In the event a Government or Laboratory vehicle (including Laboratory-rented vehicle) will be utilized by the Contractor during the course of work under this contract, Contractor agrees to obtain and maintain appropriate levels of automobile liability coverage for property damage and bodily injury and such insurance shall be primary. Contractor employees using such vehicles regularly may be required to submit information on those drivers and their use of such vehicles may be subject to maintaining a satisfactory driving record.

29. WARRANTY OF SUPPLIES (OCT 2015)

The contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

30-121. CLAUSES INCORPORATED BY REFERENCE

30. DEAR 952.203-70 – WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES (DEC 2000) Applies to work on DOE-owned or leased sites

31. DEAR 952.204-2 – SECURITY REQUIREMENTS (AUG 2016) (DEVIATION) Applies to contracts that will require subcontractor employees to possess access authorizations

32. DEAR 952.204-70 – CLASSIFICATION/DECLASSIFICATION (SEP 1997) Applies to all contracts which involve or may involve access to classified information

33. DEAR 952.204-71 – SENSITIVE FOREIGN NATIONS CONTROLS (MAR 2011) Applies if the subcontract is for unclassified research involving nuclear technology

34. DEAR 952.204-77 – COMPUTER SECURITY (AUG 2006) Applies to contracts that may provide access to computers owned, leased, or operated on behalf of the DOE.

35. DEAR 952.209-72 – ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2009) Applies to contracts exceeding the SAT for advisory and assistance services

36. DEAR 952.215-70 – KEY PERSONNEL (DEC 2000)

37. DEAR 952.223-78 – SUSTAINABLE ACQUISITION PROGRAM (OCT 2010) Applies only to first tier subcontracts exceeding the SAT that support operation of the DOE facility and offer significant subcontracting opportunities for energy efficient or environmentally sustainable products or services

38. DEAR 952.226-74 – DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997) Applies to contracts greater than $500,000

39. DEAR 952.235-71 – RESEARCH MISCONDUCT (JUL 2005) Applies to contracts that involve research

40. DEAR 952.247-70 – FOREIGN TRAVEL (JUN 2010)

41. DEAR 970.5204-2 – LAWS, REGULATIONS, AND DOE DIRECTIVES (SC Alternate May 2018)(DEC 2000)

List B

The DOE directives listed in the table below and referenced in this contract’s Statement of Work contain requirements relevant to the scope of work under this contract. In most cases, the requirements applicable to the contractor are contained in a Contractor Requirements Document (CRD) attached to the DOE directive.

Directive No. Directive Title

O471.7 Controlled Unclassified Information (CUI) Applies to contracts involving the creation or possession of CUI (as such term is defined in the order) on behalf of the Government

O486.1A Foreign Government Sponsored or Affiliated Activities – Applies to all Research and Development work performed at the laboratory or on DOE/NNSA owned or leased sites

O550.1 Official Travel – Applies to agreements that include official foreign travel

42. DEAR 970.5223-7 – SUSTAINABLE ACQUISITION PROGRAM (OCT 2010) Applies to contracts greater than SAT

43. DEAR 970.5225-1 – COMPLIANCE WITH EXPORT CONTROL LAWS AND REGULATIONS (NOV 2015)

44. DEAR 970.5226-2 – WORKFORCE RESTRUCTURING UNDER SECTION 3161 OF THE NATIONAL DEFENSE AUTHORIZATION ACT FOR FISCAL YEAR 1993 (DEC 2000) Applies to contracts >$500,000

45. DEAR 970.5232-3 – ACCOUNTS, RECORDS, AND INSPECTION (DEC 2010) Only (a)-(h) applies where under the terms of the contract, costs incurred are a factor in determining the amount payable to the contractor

46. DEAR 970.5245-1 – PROPERTY (AUG 2016) Alt I will apply for nonprofit contractors

47. FAR 52.203-6 – RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) Applies to contracts greater than SAT.

48. FAR 52.203-7 – ANTI-KICKBACK PROCEDURES (JUN 2020) Except c(1). Applies to contracts >$150,000

49. FAR 52.203-12 – LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020) Applies to contracts >$150,000.

50. FAR 52.203-13 – CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021) Applies to contracts >$6M with a performance period of more than 120 days

51. FAR 52.203-14 – DISPLAY OF HOTLINE POSTER(S) (NOV 2021) – Applies to contracts >$6M (except if commercial product or services or contract performed entirely outside of US)

52. FAR 52.203-19 – PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

53. FAR 52.204-9 – PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011) Applies when subcontractor employees have routine physical access to a federally-controlled facility or information system

54. FAR 52.204-14 – SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016) Applies to contracts greater than SAT

55. FAR 52.204-21 – BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021) Applies when contractor has Federal contract information residing in or transiting through its information system.

56. FAR 52.204-23 – PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY

KASPERSKY LAB AND OTHER COVERED ENTITIES (NOV 2021)

57. FAR 52.204-25 – PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021) excluding paragraph (b)(2)

58. FAR 52.209-6 – PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021) Applies to contracts >$35,000

59. FAR 52.211-5 – MATERIALS REQUIREMENTS (AUG 2000) Applies to T&M only for any non-commercial materials

60. FAR 52.215-10 – PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA (AUG 2011) Applies to contracts greater than $2 million (T&M only)

61. FAR 52.215-11 – PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA—MODIFICATIONS (JUN 2020) Applies to contracts greater than $2 million (T&M only)

62. FAR 52.215-12 – SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (JUN 2020) Applies to contracts >$2 million (T&M only)

63. FAR 52.215-13 – SUBCONTRACTOR CERTIFIED COST OR PRICING DATA--MODIFICATIONS (JUN 2020) Applies to contracts >$2M (T&M only)

64. FAR 52.215-14 – INTEGRITY OF UNIT PRICES (NOV 2021) Include clause less paragraph (b), for awards above SAT for service contracts where supplies and commercial products are not required

65. FAR 52.215-15 – PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2010) Applies to contracts >$2 million for which it is anticipated that certified cost or pricing data will be required, or contracts for which any pre-award or post-award cost determinations will be subject to FAR Part 31

66. FAR 52.215-23 – LIMITATIONS ON PASS-THROUGH CHARGES (JUN 2020) Applies to contracts greater than SAT (T&M only)

67. FAR 52.216-7 – ALLOWABLE COST AND PAYMENT (AUG 2018) As modified by DEAR 952.216-7 (OCT 2021)(DEVIATION)(PF 2022-23) Applies only to T&M contracts (other than commercial products and services)

68. FAR 52.219-8 – UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) Applies to contracts with other than small businesses concerns when the contract amount is expected to exceeds $750,000 and that offer further subcontracting opportunities

69. FAR 52.219-9 – SMALL BUSINESS SUBCONTRACTING PLAN (NOV 2021) Applies to contracts with large businesses >$750,000

70. FAR 52.222-1 – NOTICE TO THE LABORATORY OF LABOR DISPUTES (FEB 1997)

71. FAR 52.222-4 – CONTRACT WORK HOURS AND SAFETY STANDARDS ACT – OVERTIME COMPENSATION (MAY 2018) Applies to contracts that require or involve the employment of laborers and mechanics

72. FAR 52.222-20 – CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND EQUIPMENT (JUN 2020) Excludes part (b)

73. FAR 52.222-21 – PROHIBITION OF SEGREGATED FACILITIES (APR 2015) Applies if FAR 52.222-26 applies

74. FAR 52.222-26 – EQUAL OPPORTUNITY (SEP 2016) Applies if contractor is awarded more than $10,000 in Federal contracts in the last 12 months

75. FAR 52.222-29 – NOTIFICATION OF VISA DENIAL (APR 2015) Include this clause in every subcontract and purchase order that is subject to the Equal Opportunity clause of this contract

76. FAR 52.222-35 – EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) Applies to contracts >$150,000

77. FAR 52.222-36 – EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020) Applies to contracts >$15,000 except when work is performed outside US territories

78. FAR 52.222-37 – EMPLOYMENT REPORTS ON VETERANS (JUN 2020) Applies to contracts >$150,000

79. FAR 52.222-40 – NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) Applies to contracts >$10,000 and work is performed in the US

80. FAR 52.222-41 – SERVICE CONTRACT LABOR STANDARDS (AUG 2018) Applies to Service Contract Act covered services >$2,500 performed in the U.S.

81. FAR 52.222-43 – FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS-PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018). Applies to contracts subject to Service Contract Labor Standards if contract exceeds SAT, and is a multiple year contract or is a contract with options to renew

82. FAR 52.222-44 – FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS-PRICE ADJUSTMENT (MAY 2014) Applies to contracts subject to Service Contract Labor Standards if contract exceeds SAT, is multi-year, and no options to renew

83. FAR 52.222-50 – COMBATING TRAFFICKING IN PERSONS (NOV 2021) Applies to all contracts, but section (h) only applies to contracts >$550,000 and is for supplies other than commercial-off-the-shelf items, acquired outside of the US, or for services performed outside the US

84. FAR 52.222-51 – EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT-REQUIREMENTS (MAY 2014) Applies to subcontracts for exempt services under this contract

85. FAR 52.222.53 – EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES-REQUIREMENTS (MAY 2014) Applies to subcontracts for exempt services under this contract

86. FAR 52.222-54 – EMPLOYMENT ELIGIBILITY VERIFICATION (MAY 2022) Applies to contracts greater than $3,500 and work is performed in the United States

87. FAR 52.222-55 – MINIMUM WAGES UNDER EXECUTIVE ORDER 14026 (JAN 2022) Applies to Service Contract Act covered contracts greater than $2,500 and work is performed in the United States

88. FAR 52.222-56 – CERTIFICATION REGARDING TRAFFICKING IN PERSONS COMPLIANCE PLAN (OCT 2020)

89. FAR 52.222-62 – PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2022) Applies to Service Contract Act covered contracts greater than $2,500 and work is performed in the United States

90. FAR 52.223-2 – AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEPT 2013) Except Section (c)

91. FAR 52.223-7 – NOTICE OF RADIOACTIVE MATERIALS (JAN 1997) Applies to all subcontracts for radioactive materials

92. FAR 52.223-15 – ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (MAY 2020) Applies to T&M Contracts only

93. FAR 52.223-17 – AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (AUG 2018)

94. FAR 52.223-18 – ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (JUN 2020) Applies to contracts greater than the micro-purchase threshold

95. FAR 52.224-1 – PRIVACY ACT NOTIFICATION (APR 1984) The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of1974, Public Law93-579, December 31,1974 ( 5 U.S.C.552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

96. FAR 52.224-2 – PRIVACY ACT (APR 1984) Applies to contracts when contractor employes will have access to a system of records, create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or design, develop, maintain or operate a system of records.

97. FAR 52.224-3 – PRIVACY TRAINING (APR 1984) Applies to all subcontracts when subcontractor employees with have access to a system of records; or create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information;

or design, develop, maintain or operate a system or records.

98. FAR 52.225-1 – BUY AMERICAN ACT (NOV 2021) Modified by DEAR 970.2570-1 Applies to T&M above Micropurchase only

99. FAR 52.225-8 – DUTY-FREE ENTRY (OCT 2010) Applies to T&M only

100. FAR 52.225-13 – RESTRICTION ON CERTAIN FOREIGN PURCHASES (FEB 2021)

101. FAR 52.227-23 – RIGHTS TO PROPOSAL DATA (TECHNICAL)(JUN 1987) Except as otherwise provided, it is agreed that, as a condition of the award of this contract, and notwithstanding the provisions of any notice appearing on the proposal, the Laboratory shall have the right to use, duplicate, disclose and have others do so for any purpose whatsoever, the technical data contained in the proposal upon which this contract is based.

102. FAR 52.229-8 – TAXES-FOREIGN COST-REIMBURSEMENT CONTRACTS (MAR 1990) Applies to T&M contracts performed wholly or partially in a foreign country

103. FAR 52.230-2 – COST ACCOUNTING STANDARDS (JUN 2020) Applies at >$2M unless exempted

104. FAR 52.230-6 – ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUN 2010) Applies at >$2M unless exempted

105. FAR 52.232-7 PAYMENTS UNDER TIME-AND-MATERIAL AND LABOR-HOUR CONTRACTS (NOV 2021) Except for reference to Prompt Payment Act

106. FAR 52.232-20 – LIMITATION OF COST (APR 1984) Applies if contract is fully funded

107. FAR 52.232-22 – LIMITATION OF FUNDS (APR 1984) Applies if contract is incrementally funded

108. FAR 52.232-40 – PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (NOV 2021) Applies to all subcontracts with small business concerns (including commercial products and services)

109. FAR 52.242-13 – BANKRUPTCY (JULY 1995)

110. FAR 52.242-15 – STOP-WORK ORDER (AUG 1989) Applies to supplies, services and R&D

111. FAR 52.242-15 – STOP-WORK ORDER (APR 1984) ALT I Applies to T&M contracts

112. FAR 52.243-3 – CHANGES-TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

113. FAR 52.244-2 – SUBCONTRACTS (JUN 2020) Applies to agreement greater than SAT

114. FAR 52.244-6 – SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2022)

115. FAR 52.246-6 – INSPECTION-TIME-AND-MATERIAL AND LABOR -HOUR (MAY 2001)

116. FAR 52.246-16 – RESPONSIBILITY FOR SUPPLIES (APR 1984) Applies to T&C only

117. FAR 52.246-20 – WARRANTY OF SERVICES (MAY 2001) Section (b) – duration of warranty is as identified in the SOW or if no duration is identified, then 2 years

118. FAR 52.247-63 – PREFERENCE FOR U.S. FLAG AIR CARRIERS (JUN 2003) all T&M contracts that may involve international air transportation

119. FAR 52.247-64 – PREFERENCE FOR PRIVATELY OWNED U.S. – FLAG COMMERCIAL VESSELS (NOV 2021) all T&M contracts except ocean transportation services or construction contracts, or if contractor is reselling/distributing to government without adding value, or shipped in direct support of US military

120. FAR 52.249-6 – TERMINATION (COST-REIMBURSEMENT) Alt IV (MAY 2004) and MODIFED BY DEAR 970.4905-1 (DEC 2000)

121. FAR 52.249-14 – EXCUSABLE DELAYS (APR 1984)