Exhibit A Sample Subcontract Sections AK Plumbing TM.pdf

Subcontract Number TBD

Subcontract Number TBD For Time and Material Plumbing and Related Services

Between FRA and TBD Subcontractor

A1. Identification of Parties

This Subcontract is between Fermi Research Alliance, LLC (“FRA”) and the party identified below as the Subcontractor (“Subcontractor”).

A2. Subcontract Issued Under Prime Contract

This Subcontract is issued under Prime Contract No. DE-AC02-07CH11359 between the United States Government (“Government”), represented by the Department of Energy (“DOE”), and FRA 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 FRA 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 for all labor, equipment, transportation, overhead, bonding costs, safety oversight, quality control oversight and supervision as required for the construction of the PIP-II Linac Complex, as further described herein.

A.5 Period of Performance

The base period of performance of this Subcontract is effective on TBD and shall continue through TBD.

A6. Order of Precedence

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

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 Subcontractor Fermi Research Alliance, LLC (FRA)

Signature: Signature:

Name: Name

Title: Title:

Date: Date:

Section B - Supplies or Services and Prices

B1. Prices

The Subcontractor shall provide the supplies or services at the prices shown in the table below.

Year 1 &2 T&M

Service Contract Act

Pricing

Straight time hourly rate

Time &

½/hourly rate

Double time hourly rate

Superintendent

Area General Foreman $ $ $

Working Foreman $ $ $

Journeyman

Pricing for the T&M Davis-Bacon Act construction subcontract shall be firm and fixed for the initial two year subcontract term, and administered in accordance with the Fermilab Construction Subcontract

Terms and without adjustments for overhead, general and administrative expense, or profit.

Year 1 &2 T&M

Davis Bacon

Contract Act

Pricing Sheet

Straight time hourly

Time &

½/hourly

Double time hourly

Superintendent

Area General Foreman $ $ $

Working

Foreman

Journeyman

B. Estimated Special Equipment rentals

Description

$/Hr

$/day

$/Mo

B2. Time and Materials (T&M)

For the SLINs designated Time and Materials, the Subcontractor shall provide supplies and services at the fixed hourly labor rates shown in Attachment J-5. The fixed hourly labor rates include wages, overhead, general and administrative expenses, and profit. “Materials” means: (1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Subcontractor under a common control; (2) Sub-tier subcontracts for supplies and incidental services for which there is not a labor category specified in the Subcontract; (3) 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 (4) Applicable indirect costs. The Subcontractor shall not exceed the Ceiling Prices shown in clause B1 Prices.

B3. Limitation of Liability for T&M and LH Subcontracts

a. FRA will be obligated to pay the Subcontractor not less than FIVE HUNDRED DOLLARS ($500.00) and may not make total payment in excess of $xxxxx.xx. The Subcontractor will be obligated to furnish labor, equipment, materials and supplies as directed by FRA and in accordance with the provisions of the subcontract.

b. The funding presently allocated for payment to the Subcontractor:

For SLIN fill in $fill in For SLIN fill in $fill in

c. 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. The Subcontractor shall notify FRA in writing whenever it has reason to believe that the costs it expects to incur under this Subcontract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of the allocated funding for a SLIN. FRA Procurement can increase or decrease the amount of funding unilaterally by modifying the Subcontract or providing other written notice to the Subcontractor.

B4. Options

FRA has the right to unilaterally exercise any or all the options shown in the table above. If FRA exercises its unilateral rights to these options, such rights will be exercised at Subcontract award.

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, or as may otherwise be specified by the Procurement Specialist.

C.3 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 FRA, is found to be unsatisfactory in technical performance or personal conduct.

C4. Statement of Work

The Subcontractor shall perform the work in accordance with J5, Time and Material Plumbing and Related Services.

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 FRA.

Section E - Inspection and Acceptance

E1. Inspection and Acceptance

Inspection and acceptance shall be in accordance with J5 Time and Material Plumbing and Related Services and applicable clauses per Section I of this Subcontract.

Section F - Deliveries or Periods of Performance

F1. Deliveries or Periods of Performance

Deliveries or periods of performance shall be in accordance with the following table.

Subcontract Line Item Number

(SLIN)

Description

Delivery Dates or Periods of

Performance

001 T&M Labor TBD – 2 years

002 T&M Materials TBD – 2 years

Section G - Subcontract Administration Data

G1. Subcontract Administration

a. FRA’s 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:

FRA Procurement Specialist Attention: Dasia Guthrie

Email: DGuthrie@fnal.gov Phone: (630) 840-2494

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

c. FRA’s 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.

FRA Technical Representative Attention: Larry Sliwa Email: lsliwa@fnal.gov Phone: (630) 840-3582

Fermi Research Alliance, LLC Kirk Road & Wilson Street P.O. Box 500 – Mail Station 312 Batavia, IL 60510-0500

d. Unless otherwise stated in the Subcontract, reports required by the Subcontract shall be separately submitted to the FRA Procurement Specialist and the FRA 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 FRA of potential changes to this Subcontract. The primary purpose of this clause is to obtain prompt reporting by the Subcontractor of circumstances or FRA actions that the Subcontractor considers to constitute a change to this Subcontract. The Subcontractor shall notify the FRA Procurement Specialist in writing of any actions, inactions, or communications by FRA that the Subcontractor regards as a potential change to the Subcontract. This notice requirement does not apply to formal change orders identified as such in writing and signed by the FRA 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.

mailto:DGuthrie@fnal.gov mailto:lsliwa@fnal.gov

G3. Invoices

a. All invoices shall be emailed to apinvoices@fnal.gov with a copy to the Procurement Specialist bqinn@fnal.gov and the T&M Technical Representative lsliwa@fnal.gov.

b. The subject line of the email shall state the Subcontractor’s name and the Subcontract and Release number.

c. All T&M invoices for labor shall show the crafts and classifications furnished and the consolidated number of hours worked by each craft and classification against each Release, complete with labor rate dollar amounts, material rate dollar amounts, subtotals (if feasible), and overall invoice total dollar amounts. Consolidated invoices for labor submitted for payment shall be substantiated by detailed daily records of crafts, number of hours worked, be approved by a Task Manager, and be specific for each Release number. The Subcontractor shall maintain detailed, complete and accurate accounting records, on a Release basis, satisfactory to FRA.

d. Invoices for shop fabricated material must list the dates and the hours shop labor was performed, along with forwarding copies of the time sheets. A listing of each item of material, the quantity, and the cost must be included.

e. Invoices for Subcontractor-owned special equipment will identify the unit charge for each piece of equipment that was used by Release. Invoices for material and third party rental equipment will identify each charge by Release and be supported by a certified copy of the original invoice submitted by the Subcontractor’s supplier.

f. Invoices or vouchers supported by a statement of costs incurred by the Subcontractor in the performance of the Subcontract, in such form and reasonable detail as required by FRA, shall be submitted weekly for labor, material, and equipment charges.

g. 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 FRA to the extent that they are properly allocated to costs for which the Subcontractor has been reimbursed by FRA under this subcontract. Reasonable expenses incurred by the Subcontractor for the purpose of securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by FRA.

h. General Invoice Requirements

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

Invoices shall contain the following information:

1. Subcontractor name as stated in the Subcontract

2. Remittance address

3. Telephone number and/or email address of person requesting payment

4. Subcontractor's statement that the invoice is correct

5. FRA purchase order/subcontract number

6. Invoice number

7. Invoice date

8. Total invoice amount

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

10. For services: a detailed description of services provided and dates of service

11. For goods received: date shipped or date of delivery

12. Payment terms

13. Shipping terms and required documentation. A copy of pre-paid freight bill is required if charge is $250 or more.

mailto:apinvoices@fnal.gov mailto:bqinn@fnal.gov mailto:lsliwa@fnal.gov mailto:APINVOICES@FNAL.GOV

14. Other documentation as required by the Subcontract

G4. Payment Schedule

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.

G5. 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.

H - Special Subcontract Requirements

H1. Small Business Subcontracting Plan This is a small business set aside, and no small business subcontracting plan is required.

H2. Disposition of U.S. Government Property

All FRA Furnished U.S. Government Property and Subcontractor Acquired Property (SAP) shall be identified, utilized, accounted for, and protected in accordance with the property clause(s) in the Subcontract. Disposition of such property shall be as directed by the FRA Procurement Specialist. For such property, the Subcontractor shall submit, upon request, a completed Final Property Certification form, as incorporated herein or provided, confirming the property disposition.

H3. Construction Wage Rate Determinations

The most current Construction Wage Rate Determinations effective at the time of award will be incorporated in the resultant Subcontract by reference. They will include:

IL8 General Decision Number: IL20240008 MOD 02 02/23/2024

In accordance with Exhibit B. Fermi Research Alliance, LLC General Terms and Conditions for Construction Clause 17 incorporating Federal Acquisition Regulation (FAR) 52.222-8, the Subcontractor shall provide weekly payroll submissions to FRA. The current FRA platform for payroll submissions is the LCP Tracker https://prod.lcptracker.net/. Subcontractor will be supplied access to the LCP Tracker within 30 days of Subcontract award.

Subcontractor’s sub-tier suppliers are required to submit certified payroll through the LCP Tracker portal.

https://prod.lcptracker.net/

H4. Insurance and Bond Requirements

The insurance requirements for this Subcontract are incorporated in Exhibit C, Insurance Requirements for Construction Subcontracts.

The bond requirements for this Subcontract are incorporated in Exhibit B. Fermi Research Alliance, LLC General Terms and Conditions for Construction, Clause 15. A Payment Bond is incorporated in Exhibit F and Performance Bond is incorporated in Exhibit J of this Subcontract.

• Payment Bonds: When a Release of $35,000 or greater is issued or increased, the Subcontractor will be required to furnish FRA with a Payment Bond (FL-42) based on the Release ceiling value, in a form and with sureties satisfactory to FRA within ten calendar days.

• Performance Bonds: When a Release of $150,000 or greater is issued or increased, the Subcontractor will be required to furnish FRA with a Performance Bond (FL-40) based on the Release ceiling, in a form and with sureties satisfactory to FRA within ten calendar days.

H5. Warranties

The warranties for this subcontract are incorporated in Exhibit B. Fermi Research Alliance, LLC General Terms and Conditions for Construction, Clause 6.4. Specific periods for warranties in this Subcontract are as follows:

1-year Workmanship

H6. Key Personnel

It is understood and agreed that the Subcontractor's key personnel designated below are considered 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 the FRA Procurement Specialist 30 days in advance and shall submit justification (including proposed substitutions with resumes) to permit evaluation of the impact on the performance of this Subcontract. TITLE

TBD TBD

H7. Supervision

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

H8. Availability of Funds

Phased Funding Full funding is not presently available for this Subcontract. The total funding amount currently allocated for payment under this Subcontract (the “allocated funding limit”) is $TBD Dollars and TBD Cents for which the Subcontract is funded at the time of award. Funds currently allocated are expected to cover the work to be performed during the time period of TBD month day, year through TBD month day, year.

The remaining subcontract funding in the amount of $TBD Dollars and TBD Cents is contingent upon authorization by DOE and FRA to allocate funding to this Subcontract. Additional funding shall be added by written modification issued by the FRA Procurement Specialist.

Funding Limitations FRA’s obligation for payment hereunder is expressly limited to the currently allocated funding limit of this Subcontract ($TBD), any other provision to the contrary notwithstanding. In no event shall FRA’s liability to the Subcontractor hereunder exceed the allocated funding limit of this Subcontract. The Subcontractor is not obligated to perform work or otherwise continue performance beyond the scope of work specifically authorized for performance and identified in Paragraph B above.

The Subcontractor must notify FRA at the point when the FRA amount payable reaches eighty-five percent (85%) of the total amount obligated to the Subcontract (including potential termination costs). The Subcontractor must then notify FRA of any need for additional funds over the amount obligated. If additional funds cannot be obligated, FRA will terminate the Subcontract.

H9. Additional Requirements

Subcontractor compliance with all the orders, regulations, plans, manuals, and other directives listed in the Incorporated Document J3. Project Manual, PIP-II Linac Complex, Project Number 4-3-5 and all other documents that are incorporated into this Subcontract is a material term of this Subcontract.

Section I - Subcontract Clauses

I1. General Clauses

The general terms and conditions for this Subcontract are as listed in Exhibit B. Fermi Research Alliance, LLC General Terms and Conditions for Construction (03/2024). The Federal Acquisition Regulation (FAR) and Department of Energy Acquisition Regulation (DEAR) clauses listed in Exhibit B 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 those general terms and conditions.

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

J1. Incorporated Documents

The following documents are incorporated in this Subcontract.

Number Description/Title Revision and/or Date

Exhibit B Fermi Research Alliance, LLC General Terms and Conditions for Construction

12/2020

Exhibit C Insurance Requirements for Construction Subcontracts 07/2019

Exhibit D Section 010010 FRA General Requirements 11/2019 Exhibit E Section 013100 FRA ES&H Requirements 11/2019

J5 Time and Material Plumbing and Related Services 04/2021

Exhibit F FL-42 Payment Bond, SF25A Rev. 01/28/2021

Exhibit G FL-40 Performance Bond, SF25 Rev. 01/28/2021

Exhibit I SF1413 Statement and Acknowledgement 04/2021

Exhibit L Construction Wage Rate Determinations 04/2021

Section K – Forms, Representations, Certifications, and Other Statements of Subcontractor

K.1 Forms, Representations, Certifications, and Other Statements of Subcontractor

The following forms, representations, certifications, and statements must be submitted by the Offeror as part of its proposal. This section will not be included in the resultant Subcontract.

J10. FL-41 Bid Bond, SF24-16d, Rev. 01/28/2021 Exhibit K. FL-6 Representations, Certification, & Acknowledgments, Rev. 05/18