Exhibit S - Sample Subcontract.pdf

Subcontract No. XXXXXX – Demolition of Sites 50 and 55 Signature Page

SUBCONTRACT NO. XXXXXX

Fermi Forward Discovery Group, 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

FFDG Procurement Representative:

Name: Gina M. Kern

Title: Procurement Specialist

Phone: 630) 840-3955

E-Mail: ginakern@fnal.gov

Introduction

This is a firm fixed price subcontract (hereinafter “Subcontract”) for the construction work associated with

Demolition of Sites 50 and 55, as further described herein.

This Subcontract is between Fermi Forward Discovery Group, LLC and the party identified above as the

“Subcontractor.”

This Subcontract is issued under Prime Contract No. 89243024CSC000002 between the United States

Government (hereinafter “Government”), represented by the Department of Energy (hereinafter called “DOE”) and Fermi Forward Discovery Group, LLC (hereinafter “FFDG”) 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 FORWARD DISCOVERY GROUP,

LLC

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

Subcontract No. XXXXXX – Giese Road Substation Feeder 24 Backfeed Page 2

SCHEDULE OF ARTICLES

ARTICLE 1 – SCOPE OF WORK

A. Description. Provide all work as shown on drawing set “13-1-69_Demo GPP_Final Design”, dated

September 23, 2025, with associated project manual specifications.

Base Proposal Work for excess non-accelerator facilities demolition phase 1 will include:

Demolition work, including:

i. Demolition of Site 50 house and Site 55 house.

ii. Properly terminate/reroute existing utilities.

iii. Backfill with suitable soil material upon completion of building removal.

The subcontractor shall furnish all required supervision, labor, materials, tools, plant, and appurtenances necessary to perform diligently and fully all work as described in the drawings and technical specifications. All work includes transportation, overhead, bonding costs, insurance, safety oversight, quality control oversight, and supervision as required to construct the project described in the drawings and technical specifications

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 of receipt of the Notice-to-Proceed.

ARTICLE 3 – PRICE AND LIMITATIONS

The Firm Fixed-Price (FFP) and compensation for the performance of the base work shall be $__________.

The Firm-Fixed Price and the total amount of change order(s) shall be the limit of FFDG’s liability for all costs under this Subcontract, any other provision of this Subcontract notwithstanding.

ARTICLE 4 – INVOICES AND PAYMENT

A. Invoices

1. Monthly progress payments shall only be made in accordance with the submitted and FFDG approved project schedule, with the required milestones and valuations for each cited task. The

FFDG 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 FFDG 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, FFDG 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

Subcontract No. XXXXXX – Giese Road Substation Feeder 24 Backfeed Page 3 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.

Subcontract No. XXXXXX – Giese Road Substation Feeder 24 Backfeed Page 4

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 FFDG

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

Subcontract No. XXXXXX – Giese Road Substation Feeder 24 Backfeed Page 5

Payments Withheld. FFDG may decline to make a progress payment, in whole or in part, to the extent reasonably necessary to protect FFDG, if in FFDG's opinion, the Subcontractor's application for payment is inaccurate in any material respect. If FFDG and the Subcontractor cannot agree on a revised amount, FFDG will promptly issue payment for such portion of the application for payment, if any, that it believes is correct or accurate. FFDG may also nullify the whole or any part of any progress payment previously issued, to such extent as may be necessary to protect FFDG from loss because of:

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

FFDG's nonpayment of an amount contained in a previously submitted Application for Payment as to which no good-faith dispute exists between FFDG 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, FFDG 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. FFDG shall inform the Contractor in writing of such reason for withholding. Questions regarding invoices should be directed to the FFDG Procurement

Representative.

ARTICLE 5 – SUBCONTRACT ADMINISTRATION

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

Gina M. Kern

Fermi Forward Discovery Group, LLC

P.O. Box 500 – Mail Station 210

Batavia, IL 60510-0500 ginakern@fnal.gov

Only the FFDG 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. XXXXX is the FFDG 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 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.

Subcontract No. XXXXXX – Giese Road Substation Feeder 24 Backfeed Page 6

ARTICLE 6 – REPORTS OR DELIVERABLES

Types of Reports

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

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, as outlined in Exhibit B, Section 010010 - General Requirements, Construction Services for Giese Road

Substation Feeder 24 Backfeed, Paragraph 3.2 D and may be informal letter summaries in a format approved by the FFDG 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

FFDG Technical Representative (XXXXX)

FFDG Procurement Representative (Gina M. Kern) ginakern@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 FFDG approval, except where such circumstances are beyond the reasonable control of the Subcontractor. The Subcontractor shall notify FFDG 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:

ARTICLE 8 - INCORPORATED DOCUMENTS

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

To be updated at time of award. Data listed below is sample information

A. Statement of Work (SOW) for Excess Non-Accelerator Facilities Demolition Phase 1-

Demolition of Sites 50 and 55, ISD Project Number: 13-1-69, dated 11/10/2025.

B. Drawing Set for 13-1-69 Demo GPP Final Design

C. Section 010010 – General Requirements

D. Section 013100 -- ES&H Requirements

E. Section 013300 – Submittals

F. Section 014100 – Quality Requirements, (March 2025)

G. Section 024200 – Site Demolition, Removal, and Recycling

H. Fermi Forward Discovery Group, LLC (FFDG) General Terms and Conditions for Construction

(08/2025)

I. 2025 Construction Insurance Requirements for Construction Subcontracts (01/2025)

J. Statement and Acknowledgment (Standard Form 1413) (Rev 10/2013)

Subcontract No. XXXXXX – Giese Road Substation Feeder 24 Backfeed Page 7

K. Proposal Price Form 374682GMK

L. Fermilab Subcontractor Injury & Illness Data Questionnaire (7010-F1-1, Rev 07/2018)

M. Subcontract Annual Representations & Certification (SARC), Revision 7

N. Proposal Certifications, Form PUR-466, Rev. 5 (10/14/2025)

O. Bid Bond, FL-41 (Rev. 1/7/2025) / SF24 (Rev 10/2023)

P. Payment Bond, FL-42 (Rev. 01/2025) / SF25A (Rev 8/2016)

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

R. Davis Bacon Wage Determination, General Decision Number IL20250008 Modification No. 1, Publication Date 01/09/2026

ARTICLE 9 – GENERAL PROVISIONS

The FAR and DEAR clauses listed in the Clauses Incorporated by Reference [Clause 17 of FFDG General Terms and Conditions for Construction Subcontracts (08/2025)] 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)