Exhibit F-Sample IDIQ Subcontract-AE.pdf

Subcontract Number ######

For Professional Building Architectural and Engineering (A/E) Services

Between FFDG and Subcontractor

Section A – General ……………………………………………………………………………………………………………………………………………. 3 A1. Identification of Parties A2. Subcontract Issued Under Prime Contract A3. Relationships A4. General Purpose of the Subcontract A.5 Period of Performance A6. Order of Precedence A7. Agreement A8. Signature

Section B - Supplies or Services and Prices B1. Prices B2. Indefinite Delivery / Indefinite Quantity (IDIQ)

B2.1 Indefinite Delivery / Indefinite Quantity (IDIQ) [Reference: FAR 52.216-22] 5 B2.2 Ordering [Reference: FAR 52.216-18] 5

B3. Task Orders B.3.1 Proposals 6 B.3.2 Availability of Funds 6 B3.3 Ordering Limitations 6 B3.4 Requirements for Subcontractor’s Proposal for a Task Order 7

B4. Task Order Pricing Section C - Description of Work

C1. Standards of Performance C2. Technical Reports C.3 Conduct of Employees C4. Statement of Work

Section D - Packaging and Marking D1. Packaging and Marking

Section E - Inspection and Acceptance E1. Inspection and Acceptance

Section F - Deliveries or Periods of Performance F1. Deliveries or periods of performance Deliveries or periods of performance shall be in accordance with the Task Orders

Section G - Subcontract Administration Data G1. Subcontract Administration G2. Notification of Potential Changes G3. Invoices

G3.1 General Invoice Requirements 9 G4. Payment Schedule G5. Closeout

Section H – Special Subcontract Requirements H1. Small Business Subcontracting Plan H2. FFDGFurnished U.S. Government Property H3. Disposition of U.S. Government Property H4. Insurance H5. Sub-Tier Subcontractors and Outside Associates and Consultants H6. Responsibilities of Subcontractor

Subcontract No. ######

H7. Key Personnel H8. Supervision H9. Additional Requirements

Section I - Subcontract Clauses I1. General Clauses

Section J - List of Documents, Exhibits, and Other Attachments J1. Incorporated Documents

For Professional Building Architectural and Engineering (A/E) Services Between FFDG and Subcontractor

Section A - General A1. Identification of Parties

This Subcontract is between Fermi Forward Discovery Group, LLC (“FFDG”) and the party identified 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 provide the personnel, facilities, equipment, materials, and supplies necessary to perform Architectural and Engineering (A/E) Services in support of Professional Building Architectural and Engineering Services for the Infrastructure Services Division in accordance with the attached Statement of Work (SOW) (Professional Building Architectural and Engineering Services) at Fermilab in Batavia, IL.

The subcontractor’s services will include all normal and customary professional services required of a qualified firm and its sub-tier subcontractors to complete the various tasks in accordance with FFDG’s requirements as outlined herein, as well as applicable portions of the U.S. Department of Energy (DOE) and the State of Illinois codes, orders, and regulations as incorporated into contract No. 89243024CSC000002 between the U.S. Department of Energy and FFDG.

A.5 Period of Performance

The base period of performance of this Subcontract is effective on September 1, 2025, and shall continue through August 31, 2027, plus any additional time required to complete Task Orders issued between these period of performance dates. There will be two (2), one-year option periods available, which FFDG may unilaterally exercise prior to the expiration of the current Subcontract term.

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, 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

Firm Name Fermi Forward Discovery Group, LLC

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Section B - Supplies or Services and Prices

B1. Prices

The Subcontractor shall provide the services through Firm-Fixed Price (FFP) Task Orders, which are based on the fixed hourly labor rates shown in Attachment J-7.

B2. Indefinite Delivery / Indefinite Quantity (IDIQ)

B2.1 Indefinite Delivery / Indefinite Quantity (IDIQ) [Reference: FAR 52.216-22]

a. This is a single-award IDIQ Subcontract for the supplies and services specified in the Subcontract. The effective period is stated in the Subcontract. The quantities of supplies and services specified in the Subcontract are estimates only and are not purchased by this Subcontract.

b. Delivery or performance shall be made only as authorized by Task Orders issued in accordance with the Ordering clause. The Subcontractor shall furnish to FFDG, when and if ordered, the supplies and services specified in the Subcontract in accordance with the Ordering Limitations clause. FFDG shall order at least the quantity of supplies and services designated in the Subcontract as the “minimum.”

c. Except for any limitations on quantities in the Order Limitations clause or in the Subcontract, there is no limit on the number of Task Orders that may be issued. FFDG may issue Task Orders requiring delivery to multiple destinations or performance at multiple locations.

d. Any Task Order issued during the effective period of this Subcontract and not completed within that period shall be completed by the Subcontractor within the time specified in the Task Order. The Subcontract shall govern the Subcontractor’s and FFDG’s rights and obligations with respect to that Task Order to the same extent as if the Task Order were completed during the Subcontract’s effective period.

B2.2 Ordering [Reference: FAR 52.216-18]

a. Any supplies and services to be furnished under this Subcontract shall be ordered by issuance of Task Orders. Such Task Orders may be issued during the effective period stated in the Subcontract.

b. All Task Orders are subject to the terms and conditions of this Subcontract. In the event of conflict between a Task Order and this Subcontract, the Subcontract shall control.

c. Task Orders shall be issued by the FFDG Procurement Specialist via electronic mail (email).

B3. Task Orders

IDIQ Task Orders will be awarded on a FFP basis in accordance with Ordering Clause B2.2. Requirements for reporting are in accordance with the Statement of Work at Attachment J-3.

B.3.1 Proposals

In response to a request for a proposal (RFP) from FFDG, the Subcontractor shall submit a proposal for a Task Order. The Subcontractor shall provide a FFP proposal for the Task Order, including proposed hours for each direct labor classification using the direct labor rates in Attachment J-7, a breakdown of the disciplines, sub-tier consultants, as well as any other elements of pricing.

B.3.2 Availability of Funds

The number of Task Orders to be awarded under this Subcontract will depend upon the availability of funding and the guidelines as established by Attachment J-3 - Statement of Work. This Subcontract has a minimum guaranteed value of $1,000.00 and a maximum total value of $XXXXXX.00, but not a minimum or maximum number of Task Orders. FFDG currently anticipates that Task Orders will be fully funded at the time of issuing a Task Order. If full funding is not available at the time of issuing a specific Task Order, the Task Order will be incrementally funded in accordance with the following language:

“The total award value of this Task Order is $XX.00. Full funding is not presently available for this Task Order. The total funding amount currently allocated for payment under this Task Order (the 'Allocated Funding Limit') is $XX.00. FFDG's obligation for payment hereunder is expressly limited to the Allocated Funding Limit of this Task Order, any other provision to the contrary notwithstanding. In no event shall FFDG’s liability to Subcontractor exceed the Allocated Funding Limit of this Task Order. Subcontractor is not obligated to perform work or otherwise continue performance beyond that which covers the Allocated Funding Limit.

The remaining required funding of $XX.00 shall be released when funding becomes available, and by written change order to this Task Order. It is anticipated that FFDG will increase the Allocated Funding Limit, in the amount of $XX.00, in Month, Year which will fully fund this P.O. in the amount of $XX.00.”

Subcontractor must notify FFDG in writing whenever it has reason to believe that the amount due to Subcontractor under this Task Order reaches 85% of the Allocated Funding Limit. The notice shall state the estimated amount of additional funds required to continue performance. If additional funds cannot be obligated, FFDG will terminate this Task Order in accordance with the termination clause in this IDIQ Subcontract.

B3.3 Ordering Limitations

a. The total maximum Subcontract value, defined as the sum of Subcontractor cumulative value associated with all Task Orders against this IDIQ Subcontract, shall not exceed the amount stated in the Subcontract.

b. The minimum guaranteed Task Order value for this IDIQ Subcontract award is stated in the Subcontract, provided that the Subcontractor can demonstrate it has exercised due diligence and made its best efforts to secure an order.

c. Other than the minimum guaranteed Subcontract value, FFDG has no obligation to issue Task Orders under this IDIQ Subcontract, and all Task Orders are subject to the availability of funds.

B3.4 Requirements for Subcontractor’s Proposal for a Task Order

FFDG will issue a Request for Proposal (RFP) for each Task Order falling within the scope of this IDIQ Subcontract. The Subcontractor is responsible for the cost of preparing a proposal for a Task Order in the form and with the content specified in the RFP.

B4. Task Order Pricing

Task Orders will be priced on a FFP basis and are not subject to any adjustment by Subcontractor. Only the FFDG Procurement Specialist is authorized to modify Task Order FFP funding.

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 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 FFDG, is found to be unsatisfactory in technical performance or personal conduct.

C4. Statement of Work

The Subcontractor shall perform the work in accordance with the Statement of Work at Attachment J-3.

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 FFDG.

Section E - Inspection and Acceptance

E1. Inspection and Acceptance

Inspection and acceptance shall be in accordance with the Statement of Work at Attachment J-3 and applicable clauses per Section I.

Section F - Deliveries or Periods of Performance

F1. Deliveries or periods of performance

Deliveries or periods of performance shall be in accordance with the Task Orders.

Section G - Subcontract Administration Data

G1. Subcontract Administration

a. FFDG’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:

FFDG Procurement Specialist Attention: Danielle Amico Email: damico@fnal.gov Phone: (630) 840-3207

FERMI FORWARD DISCOVERY GROUP, LLC

P.O. Box 500 – Mail Station 210 Batavia, IL 60510-0500

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

c. FFDG’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.

FFDG Technical Representative Attention: Andrew Federowicz Email: andrewf@fnal.gov

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

mailto:damico@fnal.gov mailto:andrewf@fnal.gov

G2. Notification of Potential Changes

The Subcontractor shall provide notification to FFDG of potential changes to this Subcontract (including Task Orders). 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 FFDG Procurement Specialist in writing of any actions, inactions, or communications by FFDG 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 FFDG 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 FFDG 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.

G3. Invoices

All invoices shall be emailed to apinvoices@fnal.gov and to the Procurement Specialist at damico@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:

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:

1. Subcontractor name as stated in the Subcontract

2. Remittance address

3. Telephone number and email address of person requesting payment

4. Subcontractor's statement that the invoice is correct

5. FFDG Task 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. Payment terms

13. Other documentation as required by the Subcontract mailto:apinvoices@fnal.gov mailto:damico@fnal.gov mailto:apinvoices@fnal.gov

G4. Payment Schedule

a. FFDG 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 FFDG 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.

Section H – Special Subcontract Requirements

H1. Small Business Subcontracting Plan

The Subcontractor’s Small Business Subcontracting Plan is incorporated at Attachment J-4.

H2. FFDG Furnished U.S. Government Property

The following facilities, material, and equipment will be supplied by FFDG for use under this Subcontract and are the property of the United States Government. The items listed will be utilized solely for the purpose for which they are intended under this Subcontract.

1. Identification cards

2. Office space on-site at Fermilab

3. Keys

H3. Disposition of U.S. Government Property

All FFDG furnished U.S. Government Property shall be identified, utilized, accounted for, and protected in accordance with the property clauses in the Subcontract, as listed in Attachment J-1. Disposition of such property shall be as directed by the FFDG Procurement Specialist.

H4. Insurance

The insurance requirements for this Subcontract are as shown in Attachment J-5.

H5. Sub-Tier Subcontractors and Outside Associates and Consultants

Sub-tier subcontractors and outside associates or consultants required by the Subcontractor in providing the services covered in this Subcontract shall be limited to individuals or firms that are listed in Attachment J-8. The Subcontractor shall obtain the FFDG Procurement Specialist’s written consent before making any substitution for these sub-tier subcontractors, associates, or consultants after the award of the Subcontract.

H6. Responsibilities of Subcontractor

RESPONSIBILITY FOR PROFESSIONAL SERVICES: The Subcontractor is responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other services furnished by it under this Subcontract.

The Subcontractor warrants that it shall perform its services in accordance with the standards of care and diligence normally practiced by recognized firms in performing services of a similar nature.

The Subcontractor shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, and other services.

The Subcontractor will be required to design/engineer the work under this Subcontract in accordance with recognized architectural and engineering practice and will comply with the applicable portions of the U.S.

Department of Energy and the State of Illinois codes, orders and regulations as incorporated into contract No.

89243024CSC000002 between the U.S. Department of Energy and Fermi Forward Discovery Group, LLC.

Work Oversight in Architect-Engineer Contracts. The extent and character of the work to be done by the Subcontract shall be subject to the general oversight and approval of the FFDG cognizant personnel.

H7. 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 FFDG approval, except where such circumstances are beyond the reasonable control of the Subcontractor. The Subcontractor shall notify the FFDG 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.

H8. Supervision

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

H9. 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

I1. General Clauses

The general terms and conditions for this Subcontract are as listed in Attachment J-1 and the supplement to the general terms and conditions are as listed in Attachment J-2. The clauses listed in those Attachments 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 Attachments.

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

J1. Incorporated Documents

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

Number Description/Title Revision or Date J-1 FFDG General Terms and Conditions for Services 01/2025 J-2 Supplement to FFDG General Terms and Conditions for Services J-3 Statement of Work, Professional Building Architectural and

Engineering Services

J-4 Small Business Subcontracting Report (if applicable) J-5 Insurance Requirements for Architect & Engineer Subcontracts 01/2025 J-6 Subcontractor Corporate Quality Control Plan J-7 Subcontractor Fully Loaded/Burdened Direct Labor Rates J-8 Sub-Tier Subcontractors and Outside Associates and Consultants J-9 Subcontractor Annual Representations & Certifications (SARC) Rev. 4

B4. Task Order Pricing