5-Exhibit A Scope of Work - FPR FY20 order.docx

Exhibit A: Supplementary Terms and Conditions

Exhibit A

U.S. HL-LHC AUP

Quadrupole Magnet Conductor

Scope of Work and Supplementary Terms and Conditions

November 7, 2019

HL-LHC AUP-302085-TC

EXHIBIT A

General Requirements

The Subcontractor shall furnish all labor, material, equipment, transportation and supervision necessary to fabricate and deliver whole units of 500 m unit length (UL) of Nb3Sn superconducting strand for the US LHC Accelerator Upgrade Project (HiLumi). The superconducting strand shall be in accordance with specification US-HiLumi Document 40, “Specification for Quadrupole Magnet Conductor” dated 08 May 2017, as well as all other cited and attached solicitation documents.

Base Proposal FRA requests a proposal of the specified conductor delivery of:

540 km total length equal to 1080 units of 500 m unit length (UL), of strand in accordance with specification US-HiLumi Document 40, “Specification for Quadrupole Magnet Conductor” dated 08 May 2017, with final delivery on or before 12/31/2021.

Alternate Proposal FRA requests a proposal of the specified conductor delivery of:

540 km total length, in 500 m or 840 m lengths, of strand in accordance with specification US-HiLumi Document 40, “Specification for Quadrupole Magnet Conductor” dated 08 May 2017, with the limitation that no more than one length per spool shipped may be designated as an 840 m unit, and not more than 20% of the total length may consist of 840 m units, with final delivery on or before 12/31/2021.

Technical Proposal

Summary of the response package:

· Proof of qualification.

· A Disclosure Statement, showing

· The proposed conductor design and a layout of its cross-section

· Identification of all materials and their location and intended function in the proposed design

· The sources of all raw materials, including back-up or secondary sources

· The providers of all sub-contracted services, including back-up or secondary providers

· Standards or other specifications used to control the composition, wrought form, and temper of raw materials

· A proposed heat treatment schedule for the disclosed conductor design

· Proof of manufacturing capability

· A Management Plan, identifying

· a person in charge who will also be the main point of contact at the supplier

· key roles, the responsibilities of the roles, and authorities granted to the roles

· the names of persons who fill the key roles

· A Manufacturing Plan, showing:

· Workflow

· Work locations on a floor plan

· The sites where proposed manufacturing will take place (address, city, state)

· Equipment or facilities used at each location, as well as back-up equipment

· Responsible persons or roles in charge of work locations

· A Quality Plan, including:

· In-process tests

· Final product tests

· Proposed test frequency (if different from specification)

· Facilities and equipment used to perform the tests

· Persons who perform the tests

· Certificates of qualification or validation of tests

· Calibrations traceable to standards or nationally recognized testing laboratories

· Recordkeeping and data transmission

· A Manufacturing and Production Plan that meets the delivery schedule

Supplier Qualification Qualification criteria A supplier must demonstrate past deliveries of conductor with all the following minimum properties (i.e. all properties must be demonstrated for the same conductor after receiving only one type of heat treatment) to be considered as qualified for the submission of proposals:

· Diameter 0.7 mm to 1.0 mm

· Cu fraction not less than 50%

· Critical current density (non-copper) not less than 2450 A/mm2 at 12 T and 4.2 K

· Incorporation of an alloying component such as Ti or Ta

· Reaction duration at highest temperature not less than 40 hours and not longer than 120 hours

· Not less than 127 sub-elements, including any copper sub-elements

· RRR after the high-temperature reaction of >150 in round wire and >100 in wire rolled to 15% reduction of thickness (dia.)

· Length of a single continuous piece >3 km

· Degradation of critical current density upon Rutherford cabling not more than 5%

· Degradation of RRR upon Rutherford cabling not more than 25%

· Successful bend and spring-back tests

· Demonstration of cable unit lengths of at least 500 m

· Demonstration in a 3 m or longer accelerator magnet coil that achieves at least 10.5 T.

Proof of qualification Suppliers shall submit 3 exhibits of qualifying conductor. Each exhibit must be supported by documentation from Fermilab, CERN, or by a letter from another customer. A higher standing will be obtained by meeting or exceeding a higher number of specified requirements, and by surpassing individual requirements by a larger amount.

An exhibit sheet is included in ANNEX.

Manufacturing Capability

FRA, AUP, and CERN have identified firms with the capability to manufacture high-quality and highly specialized Nb3Sn strand conductor. These manufacturing aspects are important for the Acquisition:

· Long lengths of each conductor piece, also called “piece length”. All pieces delivered must be (much) longer than a cable unit length of 500 m.

· Conductor deliveries that keep up with or exceed the pace of cable and magnet manufacture.

· High manufacturing yield. “Yield” is expressed by the ratio of the number of delivered pieces, which meet minimum length requirements, to the total length of conductor that is possible to obtain from a single billet.

· Continuous monitoring for defects and flaws in-line with wire drawing;

· Strand twisting;

· Spooling, identification, labels, and shipping.

Suppliers will have higher standing if direct evidence of high capacity, long length of pieces, low breakage, high yield, rapid production rates, and overall efficiency for the intended conductor type is provided.

Quality Plan

The manufacturer shall also provide a complete and comprehensive plan to monitor quality, document material compliance and traceability, as well as document compliance with specifications. By virtue of the supplier’s quality plan, FRA should receive all information about the conductor manufactured from a billet prior to the shipping of any conductor piece.

The manufacturer’s QA plan should include:

· Use of standards for the specification of raw materials;

· Traceability of raw materials and purchased components to origins;

· Test methods traceable to standards;

· Qualification and validation of manufacturer’s, or third-party, test facilities via round-robin tests, benchmark tests, and inter-laboratory comparisons with national laboratories;

· Certificates of compliance;

· Workflow documentation, including continuous monitoring processes and hold points for inspections and testing;

· Written test and inspection procedures, and change control processes for procedures;

· Dedicated project managers and points of contact;

Ability to Deliver According to Timetable

Potential suppliers should provide direct information about past order quantities, demonstrating proof of delivery times, being specific about material lead times, fabrication rates, and supporting their delivery claims with facts.

ANNEX – PROOF OF QUALIFICATION EXHIBITS

Values entered for each exhibit must be obtained on the same piece of strand after only one type of heat treatment schedule.

Customer & date

Number of billets manuf. from same design

Total all customers

Payment The Performance-Based Payments Clause (derived from FAR 52.232-32) supersedes Clause 2 Payment in FRA’s GENERAL TERMS AND CONDITIONS FOR SUPPLIES (Rev 6 –19).

1. Performance-Based Payments [Derived from FAR 52.232-32 (Apr 2012)]

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this Subcontract and this clause, the amount of payments and limitations on payments shall be specified in the Subcontract’s description of the basis for payment.

(b) Subcontractor request for performance-based payment. The Subcontractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to FRA. Unless otherwise authorized by FRA, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Subcontractor’s request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Subcontractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. FRA shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the Subcontract. FRA may, at any time, require the Subcontractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) RESERVED

(3) The approval by FRA of a request for performance-based payment does not constitute an acceptance by FRA and does not excuse the Subcontractor from performance of obligations under this Subcontract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole Subcontract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this Subcontract exceeds any limitation in this Subcontract, the Subcontractor shall repay to FRA the excess. Unless otherwise determined by FRA, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. FRA may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the Subcontract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Subcontractor failed to comply with any material requirement of this Subcontract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this Subcontract is endangered by the Subcontractor’s—

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Subcontractor is delinquent in payment of any sub-subcontractor or supplier under this Subcontract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this Subcontract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this Subcontract.

(2) “Property,” as used in this clause, includes all of the following described items acquired or produced by the Subcontractor that are or should be allocable or properly chargeable to this Subcontract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under paragraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Subcontractor or sub-subcontractors are required to deliver them to FRA by other clauses of this Subcontract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this Subcontract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Subcontractor may sell any scrap resulting from production under this Subcontract, without requesting FRA’s approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to FRA.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Subcontractor shall obtain FRA’s advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the Subcontract and not payable (if the property is part of or needed for performance), and the Subcontractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Subcontractor completes all of the obligations under this Subcontract, including liquidation of all performance-based payments, title shall vest in the Subcontractor for all property (or the proceeds thereof) not—

(i) Delivered to, and accepted by, FRA under this Subcontract; or

(ii) Incorporated in supplies delivered to, and accepted by, FRA under this Subcontract and to which title is vested in the Government under this clause.

(7) The terms of this Subcontract concerning liability for FRA or Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by FRA, the Subcontractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent FRA expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the Subcontract and not payable (if the property is part of or needed for performance), and the Subcontractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Subcontractor shall maintain records and controls adequate for administration of this clause. The Subcontractor shall have no entitlement to performance-based payments during any time the Subcontractor’s records or controls are determined by FRA to be inadequate for administration of this clause.

(i) Reports and FRA access. The Subcontractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by FRA for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Subcontractor shall give FRA reasonable opportunity to examine and verify the Subcontractor’s records and to examine and verify the Subcontractor’s performance of this Subcontract for administration of this clause.

(j) Special terms regarding default. If this Subcontract is terminated under the Default clause, (1) the Subcontractor shall, on demand, repay to FRA the amount of unliquidated performance-based payments, and (2) title shall vest in the Subcontractor, on full liquidation of all performance-based payments, for all property for which FRA elects not to require delivery under the Default clause of this Subcontract. FRA shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall—

(i) Excuse the Subcontractor from performance of obligations under this Subcontract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the Subcontract.

(2) FRA’s rights and remedies under this clause—

(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this Subcontract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of FRA.

(l) Content of Subcontractor’s request for performance-based payment. The Subcontractor’s request for performance-based payment shall contain the following:

(1) The name and address of the Subcontractor;

(2) The date of the request for performance-based payment;

(3) The Subcontract number and/or other identifier of the Subcontract or order under which the request is made;

(4) Such information and documentation as is required by the Subcontract’s description of the basis for payment; and

(5) A certification by a Subcontractor official authorized to bind the Subcontractor, as specified in paragraph (m) of this clause.

(m) Content of Subcontractor's certification. As required in paragraph (l)(5) of this clause, the Subcontractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that—

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Subcontractor, in accordance with the Subcontract and the instructions of FRA;

(2) (Except as reported in writing on __________), all payments to sub-subcontractors and suppliers under this Subcontract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the Subcontract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Subcontractor since the submission by the Subcontractor to FRA of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the Subcontract, and the amount of all payments under the Subcontract will not exceed any limitation in the Subcontract.

2. Performance Based Payment Schedule

Payments will be made in accordance with the performance-based payments clause, and upon FRA’s approval of subcontractor’s certification required by the performance-based payments clause, and in accordance with the schedule below:

Alternate Proposal

Sub-Tier Subcontractors and Outside Associates and Consultants

Sub-tier subcontractors, outside associates and/or consultants required by the Subcontractor in connection with the services, and supplies covered by the subcontract shall be limited to individuals or firms specifically identified and agreed upon by the FRA during contract negotiations. The Subcontractor shall obtain the FRA Procurement Administrator’s written consent before making any substitution for identified sub-tier subcontractors, associates or consultants.

Packaging Requirements

The Subcontractor shall adequately package all material, drawings, or other items required under this Subcontract to prevent damage during shipment.

Cognizant FRA Personnel

The Subcontractor will direct all contractual correspondence (except Invoices) to Terry Cross, at (630) 840-3763 or tcross@fnal.gov or his designate.

Fermi Research Alliance LLC Kirk Road and Wilson Street P.O. Box 500 Batavia, Illinois 60510- 0500