Attachment 1 - Sample Subcontract .docx

ATTACHMENT 1

Subcontract Number TBD For UIP Purchase of Prefabricated Control House Building and Arc Safe 13.8kV Medium Voltage Switchgear Between FermiFoward Discovery Group, LLC and SUBCONTRACTOR

A1. Identification of Parties

This Subcontract is between FermiForward Discovery Group, LLC (“FFDG”) and the party identified in A8. below as the Subcontractor (“Subcontractor”).

A2. Subcontract Issued Under Prime Contract

This Subcontract is issued under Prime Contract No. 89243024CSC000002 between the United States Government (“Government”), represented by the Department of Energy (“DOE”), and FFDG for the management and operation of the Fermi National Accelerator Laboratory (“FNAL” or “Fermilab”) and the performance of research and development work.

A3. Relationships

Nothing in this Subcontract shall be deemed as creating any relationship between FFDG and Subcontractor other than that of contractor and subcontractor or buyer and seller. Subcontractor shall not interpret any clause contained herein as being binding or purporting to bind the United States Government, its officers, or its agents.

A4. General Purpose of the Subcontract

The general purpose of this Subcontract is to procure Prefabricated Control House Building with Arc Safe 13.8kV medium voltage switchgear that will be delivered for installation at Fermilab located at Kirk and Wilson in Batavia, IL.

A5. Period of Performance

The required delivery dates for the for delivery of the equipment are identified in F1. of the Subcontract.

A6. Order of Precedence

Any inconsistency in this Subcontract shall be resolved by giving precedence in the following order: Section A, B, D, E, F, G, H, I, C.

A7. Agreement

The parties agree to perform their respective obligations in accordance with the sections, terms and conditions, the documents referenced or incorporated herein, which constitute the entire Subcontract and shall supersede all prior negotiations, representations, or agreements, whether verbal or written.

A8. Signature

The parties have caused this Subcontract to be executed by their duly authorized agents by their signatures below.

Subcontractor:

TBD FermiForward Discovery Group, LLC

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Section B - Supplies or Services and Prices

B1. Price

1. Prefabricated Control House Building with Arc Safe 13.8kV medium voltage switchgear Total Price $_____________

B2. Firm Fixed Prices (FFP)

The Firm Fixed Prices are not subject to any adjustment by Subcontractor. Only the Procurement Specialist is authorized to change the Firm Fixed Prices.

B3. Milestone Schedule and Payments

The milestone payment for each milestone shall be made when all equipment meet the respective requirement listed for each milestone.

Section C - Description of Work

C1. Standards of Performance

The Subcontractor shall perform the work under this Subcontract by using its best efforts and know-how and its performance shall be accomplished in a workmanlike manner by qualified, careful and efficient personnel, in accordance with professional standards of care.

C2. Technical Reports

The Subcontractor shall prepare and submit to the Procurement Specialist and/or distribute, as directed by the Procurement Specialist, such reports concerning technical aspects of work under this Subcontract, in such quantity and form (including detail) and at such times, as may be specified in this Subcontract.

C3. Conduct of Employees

The Subcontractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, and integrity and shall be responsible for taking such disciplinary action with respect to its employees as may be necessary. The Subcontractor shall immediately remove from the work under this Subcontract any employee of the Subcontractor who, in the sole discretion of FFDG, is found to be unsatisfactory in technical performance or personal conduct.

C4. Specifications

The Subcontractor shall complete and deliver the work in accordance with the Specifications at Attachment J, including attached appendices.

Section D - Packaging and Marking

D1. Packaging and Marking

Unless otherwise stated in the Subcontract, the Subcontractor shall adequately package and mark all material, drawings, or other items required under this Subcontract to prevent damage during shipment to the Fermilab located at Kirk and Wilson Road at Batavia, IL. FFDG is responsible for the management and operation of the Fermilab.

Section E - Inspection and Acceptance

E1. Inspection and Acceptance

Inspection and acceptance shall be in accordance with the Specifications at Attachment J-1 and applicable clauses per Section I.

Section F - Deliveries or Periods of Performance

F1. Periods of Performance

ALL equipment will be delivered by 30 September 2027

Section G - Subcontract Administration Data

G1. Subcontract Administration

a. Procurement Specialist for this Subcontract is shown below. The Procurement Specialist or their designate is the only person authorized to make changes in the terms, conditions and requirements of this Subcontract or make modifications to this Subcontract including changes or modifications to the Statement of Work. The Subcontractor shall direct all notices and requests for approval required by this Subcontract to the Procurement Specialist at the following address:

Procurement Specialist Attention : Jerry King Email: jking@fnal.gov Phone: 217-390-1120 FermiForward Discovery Group LLC Batavia, IL 65010

b. Any notices and approvals required by this Subcontract from FFDG to the Subcontractor shall be issued by the Procurement Specialist.

c. Technical Representative for this Subcontract is shown below. The Technical Representative is the person designated to monitor the Subcontract work and to interpret and clarify the technical requirements of the Statement of Work. The Technical Representative is not authorized to make changes to the work or modify any of the terms and conditions, including the schedule and the pricing of this Subcontract.

Technical Representative Attention: Randy Wielgos Email: rwielgos@fnal.gov Phone: 708-323-8630 FermiForward Discovery Group, LLC Batavia, IL 65010

d. Unless otherwise stated in the Subcontract, reports required by the Subcontract shall be separately submitted to the Procurement Specialist and the Technical Representative. Unless otherwise stated in the Subcontract, the reports shall be submitted by email.

G2. Notification of Potential Changes

The Subcontractor shall provide notification to FFDG of potential changes to this Subcontract. The primary purpose of this clause is to obtain prompt reporting by the Subcontractor of circumstances or FFDG actions that the Subcontractor considers to constitute a change to this Subcontract. The Subcontractor shall notify the Procurement Specialist in writing of any actions, inactions, or communications by FFDG that the Subcontractor regards as a potential change to this Subcontract. This notice requirement does not apply to formal change orders identified as such in writing and signed by the Procurement Specialist pursuant to the Subcontract’s Changes clause. The Subcontractor shall provide the notice promptly, but no later than ten calendar days from the date that the Subcontractor identifies the potential change. Based on the most accurate information available to the Subcontractor, the notice shall state:

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each FRA individual and Subcontractor official or employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; and

(5) The elements of Subcontract performance for which the Subcontractor may seek an equitable adjustment under this clause.

FRA is not obligated to reimburse the Subcontractor for any work performed outside of the Subcontract scope without authorization from the Procurement Specialist.

G3. Invoices

All invoices shall be emailed to apinvoices@fnal.gov with a copy to the Procurement Specialist. The subject line of the email shall state the Subcontractor’s name and the Subcontract number.

If the Subcontractor is unable to submit an invoice by email, it may submit the invoice to the following address:

FFDG Accounts Payable Fermi National Accelerator Laboratory P.O. Box 500 – Mail Station 112 Batavia, IL 60510

G3.1 General Invoice Requirements

Invoices shall be sent electronically to APINVOICES@FNAL.GOV.

Invoices shall contain the following information:

9. Description, price, and quantity of materials, property, or services delivered or

G4. Payment Schedule

a. FRA shall pay the Subcontractor, upon the submission of proper invoices in accordance with any requirements from the clauses referenced in Section I.

b. The Milestone Payment Schedule for this Subcontract is captured in Section B, above.

G5. Closeout

The Subcontractor shall, as a condition of full payment, assist FFDG after the completion of the work in accomplishing the administrative closeout of this Subcontract.

Section H - Special Subcontract Requirements

H1. FFDG Furnished U.S. Government Property

FFDG will not furnish any U.S. Government Property for use under this Subcontract.

H2. Insurance

The insurance requirements for this Subcontract are as shown in Attachment J-4.

H3. Warranties

Warranties under this Subcontract are as described in Attachment J-4, Clause 6, Paragraph 6.4 and 6.4A.

FRA has specified a one (1) year warranty period in the technical specifications starting from the date of delivery and acceptance. The manufacturer shall provide an option to purchase an additional year of warranty. Additionally, one month prior to the warranty period expiration, the manufacturer shall perform testing and report on multiple check points as specified for the chillers.

H4. Key Personnel and Manufacture Location.

Subcontractor will provide with their proposal, a list of key personnel on this subcontract and the location of where the work will be performed. No change will be allowed for either without written approval by the FFDG Acquisition Officer.

H5. Supervision

FFGD employees shall not direct or supervise Subcontractor's employees, either directly or indirectly. The Subcontractor is solely responsible for directing and supervising its employees.

H6. Additional Requirements

Subcontractor compliance with all the orders, regulations, plans, manuals, and other directives listed in the Statement of Work and in the Incorporated Documents is a material term of this Subcontract.

Section I - Subcontract Clauses I. General Clauses

The general terms and conditions for this Subcontract are as listed in Attachment J-2. The clauses listed in that Attachment shall be applicable to this Subcontract as stated therein based on the value of the Subcontract, the status of the Subcontractor, and the nature and location of the work. The Subcontractor shall flow down to sub-tier subcontractors the clauses as specified in that Attachment.

Section J - List of Documents, Exhibits, and Other Attachments

J. Incorporated Documents

The following documents are incorporated as a part of this Subcontract.

ATTACHMENTS