Attachment O Sample Subcontract.pdf

Subcontract No. – RIGGING AND RELATED SERVICES

SUBCONTRACT NO.

Fermi Research Alliance LLC Kirk Road & Wilson Street P.O. Box 500 – Mail Station 210 Batavia, IL 60510-0500

Subcontractor:

Company Name Company Address City, State Zip Code

FRA Procurement Representative:

Name: Richard Konan Title: Procurement Specialist III Phone: (630) 840- E-Mail: Rkonan@fnal.gov

Introduction

This is a firm fixed price subcontract (hereinafter “Subcontract”) for the construction work associated with Rigging and Related Services, Project ISD-356544-RK as further described herein.

This Subcontract is between Fermi Research Alliance, LLC and the party identified above as the “Subcontractor.”

This Subcontract is issued under Prime Contract No. DE-AC02-07CH11359 between the United States Government (hereinafter “Government”), represented by the Department of Energy (hereinafter called “DOE”) and Fermi Research Alliance, LLC (hereinafter “FRA”) for the management and operation of the Fermi National Accelerator Laboratory.

Agreement

The parties agree to perform their respective obligations in accordance with the terms, conditions, and provisions of the attached SCHEDULE OF ARTICLES and the documents referenced or incorporated therein, which together with this Signature Page shall collectively constitute the entire Agreement and shall supersede all prior negotiations, representations, or agreements, whether verbal or written.

COMPANY NAME FERMI RESEARCH ALLIANCE, LLC

By: By:

Name: Name:

Title: Title:

Date: Date:

mailto:rropos@fnal.gov

SCHEDULE OF ARTICLES

ARTICLE 1 – SCOPE OF WORK

A. Description. The Subcontractor shall furnish all labor, materials, transportation, overhead, insurance, bonding costs, safety oversight, quality control oversight, supervision, and equipment necessary to perform the work described in the Rigging Scope of work mentioned therein, which the specifications, drawings, and other documents are attached to and hereby made a part of this Subcontract.

B. Location. The principal location for the work to be performed by the Subcontractor shall be the Fermi National Accelerator Laboratory, located in Batavia, Illinois.

C. Acceptance. Acceptance of the work under this Subcontract shall be based on the Subcontractor’s performance and completion of the work in consonance with high professional standards and compliance with the delivery and reporting requirements specified herein.

ARTICLE 2 – PERIOD OF PERFORMANCE

The work shall be completed within ________ (____) calendar days upon receipt of the Notice-to-Proceed.

ARTICLE 3 – PRICE AND LIMITATIONS

The funding presently allocated for payment to the Subcontractor:

For SLIN fill in $__________

For SLIN fill in $__________

The allocated funding amounts shall be the limit of FRA’s liability for all costs under the respective SLIN, any other clause to the contrary notwithstanding. The Subcontractor is not obligated to continue performance under this Subcontract or otherwise incur cost or expenses in excess of the allocated funding amounts. Th

ARTICLE 4 – INVOICES AND PAYMENT

A. Invoices

1. Monthly progress payments shall only be made in accordance with the submitted and FRA approved project schedule, with the required milestones and valuations for each cited task. The FRA Construction Coordinator and the Subcontractor shall review the progress of the Subcontract work monthly to determine the amount of compensation due the Subcontractor on that month’s invoice. The compensation due the Subcontractor on that month’s progress payment invoice shall then be determined in accordance with the Subcontractor’s cost loaded schedule.

2. In making such progress payments, there shall be retained 10 percent of the estimated amount until final completion and acceptance of the Subcontract work. However, if FRA finds that satisfactory progress is being achieved, it may authorize the making of payments in which a lesser percentage is retained. When the work is substantially complete, FRA shall retain an amount it considers adequate for the protection of the Government and may release to the Subcontractor all or any portion of any excess amount. Also, on completion and acceptance of each separate building, public work, or other division of the Subcontract, on which the price is stated separately in the Subcontract, payment may be made therefore without retention of a percentage.

3. The Subcontractor's monthly progress payment invoice(s) shall clearly state as a minimum all the following information:

Subcontractor Name - As stated in the subcontract:

Remittance Address:

Name of person requesting payment:

Telephone Number and/or email address of person requesting payment:

Subcontractor’s statement that the invoice is correct:

Project Name:

Project Number:

Subcontract Number:

Date of Project Update for this Invoice:

Update Number (as may be applicable):

Total Contract Value: $XXXX.XX

Total Dollar Value Earned to Date: $XXXX.XX Less Previous Payments: $XXXX.XX Less Previous Retention: $XXXX.XX Gross Amount Earned This Update Period: $XXXX.XX

4. All invoices shall be emailed directly to the Fermi National Accelerator Laboratory (FNAL) Accounts Payable Office at apinvoices@fnal.gov. 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:

Fermi National Accelerator Laboratory Accounts Payable P.O. Box 500 Batavia, IL 60510 Apinvoices@fnal.gov

5. A “Final Invoice” shall be submitted within sixty (60) days of completion of the work or expiration or termination of this Subcontract.

6. All invoices shall state the Subcontract number; clearly identify the Subcontractor (including business heading or logo); include an invoice date, unique invoice number, and remittance address; and sufficiently identify and support the payment requested. Invoice(s) in a spreadsheet format are not acceptable, but a spreadsheet can be used to support an invoice. The Subcontractor shall maintain records which support all invoiced amounts and provide them to FRA Procurement Representative upon request.

B. Payment

All invoices except the final invoice shall be payable within thirty (30) days of receipt; provided, however, that payments made thereafter shall not be subject to any penalty, interest, or late charges. Only those items/services identified in this Subcontract, or a Subcontract Modification will be considered for payment.

mailto:Apinvoices@fnal.gov

FRA shall pay the Subcontractor, upon the submission of proper invoices in accordance with any requirements from the clauses referenced in Section I, the prices stipulated in this Subcontract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this Subcontract

1. Defective Work not remedied.

2. Third party claims filed or reasonable evidence indicating probable filing of such claims,

3. Failure of the Contractor to make payments properly to Subcontractors or for labor, materials, or equipment in accordance with prior approved Certificates of Payment,

4. Damage to the property of Owner, another contractor, or anyone else,

5. Persistent failure to carry out the Work in accordance with the Contract Documents,

6. Failure of the Contractor to provide updated monthly reports or progress schedules, or

7. The filing of a notice of claim or encumbrance or attachment or a reasonable basis to believe that a claim or encumbrance may be filed, except if the purported claim or attachment is the result of FRA's nonpayment of an amount contained in a previously submitted Application for Payment as to which no good-faith dispute exists between FRA and Subcontractor.

When the above grounds in Subparagraph 1 through 7 stated above are removed, payment shall be made for amounts withheld because of them. Notwithstanding the above provisions of this Paragraph, FRA may also withhold a reasonable portion of any payment for any of the above-stated reasons or any other reason relating to the Subcontractor’s non-performance. FRA shall inform the Contractor in writing of such reason for withholding. Questions regarding invoices should be directed to the FRA Procurement Representative.

ARTICLE 5 – SUBCONTRACT ADMINISTRATION

A. Notices, Requests, and Modifications. The Subcontractor shall submit all notices and requests for approval by email to FRA Procurement Representative indicated at the following mail address:

Richard Konna Fermi Research Alliance LLC P.O. Box 500 – Mail Station 210 Batavia, IL 60510-0500 rkonan@fnal.gov

Only the FRA Procurement Representative is authorized to modify the terms, conditions, and requirements of this Subcontract, including any changes to the description of the work, and to issue any notices and approvals required by this Subcontract.

B. FRA Technical Representative for this Subcontract. This individual is designated to monitor performance of the work and to interpret and clarify the technical requirements but is not authorized to make changes to the work or to modify any of the terms and conditions of this Subcontract, including those related to the completion schedule or pricing.

C. Closeout. The Subcontractor shall, as a condition of full payment, assist FRA after the completion of the work in accomplishing the administrative closeout of this Subcontract, including, as necessary or required, the furnishing of documentation and reports, the disposition of property, the disclosure of any inventions, the execution of any required assignment or release documents, the performance of any audits, and the settlement of any interim or disallowed costs.

ARTICLE 6 – REPORTS OR DELIVERABLES

Types of Reports

A. The Subcontractor shall prepare and submit the following reports to FRA:

Monthly Progress Reports – An initial progress report, and revisions based on Subcontract changes affecting cost or schedule, shall establish and maintain a time-phased baseline against which performance can be measured. Monthly progress reports shall be submitted by the subcontractor on a monthly basis, and may be informal letter summaries in a format approved by the FRA Technical Representative. These reports should contain a description of work performed during the month reported and work planned for the next month.

B. Submittal. Reports shall be separately submitted to the following recipients at the following email addresses:

Recipient Email

FRA Technical Representative () FRA Procurement Representative (Richard Konan) rkonan@fnal.gov

ARTICLE 7 – KEY PERSONNEL

It is understood and agreed that the Subcontractor's key personnel designated below are considered to be essential to the work being performed hereunder and shall not be reassigned or replaced without prior FRA approval, except where such circumstances are beyond the reasonable control of the Subcontractor. The Subcontractor shall notify FRA Procurement Representative reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the performance of this Subcontract.

NAME: TITLE:

NAME: TITLE:

ARTICLE 8 - INCORPORATED DOCUMENTS

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

A. Rigging Standard Conventions B. Rigging SOW C. Fermi Research Alliance, LLC General Terms and Conditions for Construction, (05/2023).

D. Insurance Requirements for Construction Subcontracts (06/2022).

E. Payment Bond, FL-42 (Rev. 12-12-2022) SF25A (Rev 8/2016).

F. Performance Bond, FL-40 (Rev. 12/12/2022) SF25 (Rev 8/2016).

G. Statement and Acknowledgment (Standard Form 1413) .

H. Davis Bacon Wage Rates, General Decision, IL20230008, Modification 2 Rev Feb 23, 2024 I. Director Safety Letter dated August 6, 2014.

J. Federal Acquisition Regulation 52219-9 Small Business Subcontracting Plan.

mailto:andrewf@fnal.gov

Subcontract No. – RIGGING AND RELATED SERVICES Target Systems Integration Building Page 6

ARTICLE 9 – GENERAL PROVISIONS

The FAR and DEAR clauses listed in the Clauses Incorporated by Reference [Clause 17 of FRA General Terms and Conditions for Construction Subcontracts (06/2022)] shall be applicable to this Subcontract based on the value of the Subcontract, the status of the Subcontractor, and the nature and location of the work.

(END OF SCHEDULE OF ARTICLES)

Agreement