RFP LBNF-301510-CA.pdf

Request for Proposals Number LBNF‐301510‐CA for

Long‐Baseline Neutrino Facility Near Site Conventional Facilities

Independent Design Review

This Request for Proposals consists of a model subcontract in Sections A through J and

Representations/Certifications, Instructions, and Evaluation Factors in Sections K through M.

Questions and inquiries are to be submitted via e‐mail to Chris Allen at callen@fnal.gov no later than December 20, 2019.

Proposals are to be submitted via e‐mail to Chris Allen at callen@fnal.gov no later than

5:00pm Central Standard Time on Friday, January 10, 2020.

Subcontract Number ____________ for

Long Baseline Neutrino Facility Near Site Conventional Facilities

Independent Design Review

Section A - Award

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 the acquisition of the Long-Baseline Neutrino Facility (LBNF) Near Site Conventional Facilities (NSCF) Independent Design Review of the Preliminary and Final Designs.

A.5 Period of Performance

The base period of performance of this Subcontract is effective on February 1, 2020 and shall continue through October 31, 2021.

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

_______________________ 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 below.

Subcontract Line Item Number (SLIN) Description Firm-Fixed-Price

1 Preliminary Design Independent Design Review $___________________

2 Final Design Independent Design Review $___________________

B2. Firm-Fixed-Prices (FFP)

The Firm-Fixed-Prices are not subject to any adjustment by Subcontractor. Only the FRA Procurement Specialist is authorized to change the Firm-Fixed-Prices.

B3. Availability of Funds

Funds are not presently available for SLIN #2. FRA’s obligation under SLIN #2 is contingent upon the availability of funds from which payment for SLIN #2 can be made. No legal liability on the part of FRA for any payment under SLIN #2 may arise until funds are made available to the FRA Procurement Specialist for this Subcontract and until the Subcontractor receives notice of such availability, to be confirmed in writing by the FRA Procurement Specialist.

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 FRA 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 the Statement of Work in 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 FRA.

Section E - Inspection and Acceptance

E1. Inspection and Acceptance

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

Section F - Deliveries or Periods of Performance

F1. Period of Performance

The period of performance of this Subcontract is from February 1, 2020 through October 31, 2021.

Subcontract Line Item Number

(SLIN)

Description Period of

Performance Performance Terms

1 Preliminary Design Independent Design Review

February 1, 2020 – April 30, 2020 (anticipated)

Performance of Services in Accordance with Statement of Work

2 Final Design Independent Design Review

September 1, 2021

– October 31, 2021 (anticipated)

Performance of Services in Accordance with Statement of Work

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: TBD Email: TBD Phone: TBD

Fermi Research Alliance LLC Kirk Road & Wilson Street

P.O. Box 500 – Mail Station #123 Batavia, IL 60510-0500

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: TBD Email: TBD Phone: TBD Fermi Research Alliance, LLC Kirk Road & Wilson Street

P.O. Box 500 – Mail Station 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.

G3. Invoices

All invoices shall be emailed to apinvoices@fnal.gov with a copy to the Procurement Specialist at TBD. 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:

FRA 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 and TBD.

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 Subcontract number

6. Invoice number

7. Invoice date

8. Total invoice amount

9. Subcontract Line Item Number and description, price, and services/reports delivered or completed and dates of service and deliverables.

10. Payment terms

11. Other documentation as required by the Subcontract

G3.2 Special Invoice Requirements

a. Invoicing is only permitted upon the completion, delivery, and acceptance of all required deliverables and tasks associated with each SLIN. No partial payment requests will be considered for hours worked.

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

b. All invoices shall be emailed to apinvoices@fnal.gov and to the Procurement Specialist at TBD. The subject line of the email shall state the Subcontractor’s name and the Subcontract number.

c. All invoices shall include: Subcontract number; SLIN; Subcontractor’s name (including business heading or logo); invoice date; unique invoice number; and remittance address; and should sufficiently identify and support the payment requested.

G4. [Reserved]

G5. [Reserved]

G6. [Reserved]

G7. 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.

mailto:apinvoices@fnal.gov mailto:apinvoices@fnal.gov

H - Special Subcontract Requirements

H1. Small Business Subcontracting Plan

The Subcontractor’s Small Business Subcontracting Plan is incorporated at Attachment J-5. (Attachment J-5 will be removed if the Subcontract is awarded to a Small Business)

H2. FRA Furnished U.S. Government Property

FRA will not furnish any U.S. Government Property for use under this Subcontract.

H3. [Reserved]

H4. [Reserved]

H5. Insurance

The insurance requirements for this Subcontract are as shown in Attachment J-2.

H6. 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 this Subcontract shall be limited to individuals or firms that are listed in Attachment J-6. The Subcontractor shall obtain the FRA Procurement Specialist’s written consent before making any substitution for these sub-tier subcontractors, associates, or consultants after the award of the Subcontract.

H7. [Reserved]

H8. 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 90 days in advance and shall submit justification (including proposed substitutions with resumes) to permit evaluation of the impact on the performance of this Subcontract.

NAME TITLE

TBD TBD

H9. 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.

H10. Limitation of FRA’s Obligation

Only SLIN #1 is funded at the time of Subcontract award. Funds are not presently available for SLIN #2. FRA’s obligation under SLIN #2 is contingent upon the availability of funds from which payment for SLIN #2 can be made. No legal liability on the part of FRA for any payment under SLIN #2 may arise until funds are made available to the FRA Procurement Specialist for this Subcontract and until the Subcontractor receives notice of such availability, to be confirmed in writing by the FRA Procurement Specialist.

H11. Restriction Respecting Participation in Construction Work Related to the Facility Design Reviewed Under This Subcontract

The Subcontractor shall be ineligible to participate in any capacity in Fermilab or Department of Energy subcontracts, sub-subcontracts, or proposals therefor (solicited and unsolicited) which stem directly from the Subcontractor's performance of work under this subcontract without the express approval of FRA.

Any firms involved in the furnishing of pre-construction services under this subcontract (including parent firms, subsidiaries or affiliates), and any successors in interest thereto, are ineligible to compete for or be awarded or perform any work under any subcontract or sub-subcontract for the furnishing of supplies and/or services for construction work with respect to the facility design reviewed hereunder, and the facility design reviewed hereunder shall not incorporate the products of any such firm. Neither shall any firm be allowed to perform any such work with its own forces. The foregoing shall not preclude such firms from providing construction management services for the facility design reviewed hereunder, provided the subcontract therefore requires that all physical construction and related supply subcontracts or sub-subcontractors are to be competitively bid and provided that all such firms are ineligible to bid or perform any work under such subcontracts or sub-subcontracts.

H12. 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 Attachments J-1 through J-3. 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 and/or Date

J-1 FRA General Terms and Conditions for Services June 2019

J-2 Insurance Requirements for Professional Services July 2019

J-3 Statement of Work for LBNF NSCF Independent Design Review September 10, 2019

J-4 Subcontractor’s Corporate Quality Control Plan

J-5 Small Business Subcontracting Plan

J-6 Sub-Tier Subcontractors and Outside Associates and Consultants

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 1

FERMI RESEARCH ALLIANCE, LLC

GENERAL TERMS AND CONDITIONS FOR SERVICES

Table of Contents

CLAUSE 1 - GENERAL PROVISIONS

1.1 DEFINITIONS

1.2 SCOPE OF SUBCONTRACT (SERVICES)

1.3 INDEPENDENT CONTRACTOR

1.4 ASSIGNMENT

1.5 ACCEPTANCE OF SUBCONTRACT

1.6 TIME IS OF THE ESSENCE

CLAUSE 2 - PAYMENT (SERVICES)

CLAUSE 3 - STANDARD OF PERFORMANCE (SERVICES)

CLAUSE 4 - LICENSES AND PERMITS

CLAUSE 5 - CHANGES AND MODIFICATIONS

5.1 CHANGES (SERVICES)

5.2 MODIFICATION PROPOSALS - PRICE BREAKDOWN

CLAUSE 6 - INDEMNIFICATION AND LIABILITIES

6.1 INDEMNIFICATION

6.2 ASSUMPTION OF RISK UNTIL FINAL ACCEPTANCE

6.3 THEFT

CLAUSE 7 - TERMINATION AND NON-WAIVER OF DEFAULTS

7.1 TERMINATION

7.2 NON-WAIVER OF DEFAULTS

CLAUSE 8 - LAWS AND REGULATIONS; DISPUTES; APPLICABLE LAW

8.1 LAWS AND REGULATIONS

8.2 DISPUTES

8.3 APPLICABLE LAW

CLAUSE 9 - RELEASE OF INFORMATION

CLAUSE 10 - NOTIFICATIONS

CLAUSE 11 - ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

CLAUSE 12 - SITE AND FACILITIES ACCESS

CLAUSE 13 - ENVIRONMENT, SAFETY & HEALTH (ES&H)

CLAUSE 14 - STOP-WORK ORDER (FAR 52.242-15 (AUG 1989))

CLAUSE 15 - INSURANCE

CLAUSE 16 - SERVICE CONTRACT LABOR STANDARDS

CLAUSE 17 - SPECIAL GOVERNMENT FLOW DOWN PROVISIONS (SERVICES)

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 2

CLAUSE 1 - GENERAL PROVISIONS

1.1 DEFINITIONS

As used throughout this Subcontract, the following terms have the meanings set forth below:

“CFR” means the Code of Federal Regulations.

“Commercial item” and “commercially available off-the-shelf item (COTS)” have the meanings contained in Federal Acquisition Regulation, FAR, 2.101, Definitions.

“DEAR” means the Department of Energy Acquisition Regulation.

“DOE” means the United States Department of Energy or any duly authorized representative thereof.

“FRA” means Fermi Research Alliance, LLC, acting as operator and manager of the Fermi National

Accelerator Laboratory under United States Department of Energy Prime Contract No. DE-AC02-

07CH11359, and includes any successor to that Prime Contract or any duly authorized representatives thereof. FRA is the contracting entity for this Subcontract.

“FAR” means the Federal Acquisition Regulation.

“Fermilab” means the physical site and property that is the Fermi National Accelerator Laboratory.

“FRA Procurement Representative” shall mean the person in charge of administering this Subcontract for

FRA or his or her written designee.

“Government” means the Government of the United States acting through the United States Department of

Energy or its successor.

“Subcontract” means this Subcontract between FRA and the Subcontractor. “Sub-subcontracts” means the Subcontractor’s subcontracts. Except as otherwise provided in this Subcontract, “sub-subcontracts” includes purchase orders under this Subcontract.

“Subcontractor” means the party that has entered into this Subcontract with FRA. The lower case

“subcontractor” means sub-subcontractors.

When an article, provision, or clause in this Subcontract uses a word or term that is defined in the Federal

Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless:

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition in the Subcontract;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(d) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

When a solicitation provision or contract clause uses a word or term that is defined in the Department of

Energy Acquisition Regulation (DEAR) (48 CFR chapter 9), the word or term has the same meaning as the definition in 48 CFR 902.101 or the definition in the part, subpart, or section of 48 CFR chapter 9 where the

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 3 provision or clause is prescribed in effect at the time the solicitation was issued, unless an exception in 1.1 applies.

1.2 SCOPE OF SUBCONTRACT (SERVICES)

The scope of this Subcontract is to provide services as set forth in the Subcontract, Statement of Work, and incorporated documents.

This Subcontract is entered into under FRA’s Prime Contract No. DE-AC02-07CH11359 with DOE for the operation and management of the Fermi National Accelerator Laboratory.

1.3 INDEPENDENT CONTRACTOR

The Subcontractor is, and shall act as, an independent Subcontractor and the Subcontractor shall not be or act as the agent, employee or servant of FRA or the Government. Without limiting the generality of the foregoing, it is understood and agreed that:

(a) All persons employed by the Subcontractor in the performance of this agreement shall be employees of the Subcontractor and not employees of FRA or the Government,

(b) This Subcontract does not create a joint employer relationship for FRA or the Government;

and

(c) The Subcontractor shall not enter into any contract with a third party which purports to obligate or bind FRA or the Government.

1.4 ASSIGNMENT

Neither this Subcontract nor any interest therein nor claim thereunder shall be assigned or transferred by the Subcontractor except as expressly authorized in writing by FRA. FRA may assign, without

Subcontractor’s consent, the whole or any part of this Subcontract to the Government or its designee or to a successor contractor for operation and management of the Fermi National Accelerator Laboratory, and in such event this Subcontract shall continue in full force and effect.

1.5 ACCEPTANCE OF SUBCONTRACT

The Subcontractor’s written acceptance of this Subcontract or the performance of any portion of this

Subcontract shall constitute the Subcontractor’s unqualified acceptance of this Subcontract and all the

Subcontract’s terms and conditions. Any alterations made to the documents comprising this Subcontract or any conditions imposed by the Subcontractor upon its written acceptance of this Subcontract are not accepted, shall only constitute a proposal for modification of the Subcontract, and shall have no effect on the validity or the Subcontractor’s acceptance of this Subcontract and its terms and conditions, anything to the contrary notwithstanding.

1.6 TIME IS OF THE ESSENCE

Subcontractor acknowledges and agrees that time is of the essence in the performance of the work required by the Subcontract.

CLAUSE 2 - PAYMENT (SERVICES)

Once each month (or at more frequent intervals, if approved by FRA in writing), the Subcontractor may submit to FRA invoices or vouchers in such form and detail and supported by such documents as

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 4 provided below. Within 30 days after receipt of each invoice or voucher FRA shall, subject to the provisions of this Subcontract, make payment thereon as approved by FRA. FRA shall have the right, in the event of a breach by Subcontractor of any provision of this Subcontract, to withhold amounts for losses or damages resulting or threatened as a result of such breach, provided any amounts not in dispute are timely paid. Subcontractor shall not stop, slow or suspend performance of its services on account of a good faith dispute between FRA and Subcontractor as to the appropriate sum due and payable to Subcontractor under this Subcontract.

In connection with any discount offered, time will be computed from the date of completion of the performance of the services or from the date the correct invoice or voucher is received at the office specified by FRA, whichever is later. Payment is made, for discount purposes, when the check is mailed.

At any time prior to final settlement under this Subcontract, representatives of FRA or its designees will have access to and the right to audit Subcontractor’s invoices, vouchers, statement of cost, books and records to determine the correctness and propriety of payments made under this Subcontract. Each payment theretofore made shall be subject to adjustment for amounts included in the related invoice or voucher on the basis of such audit. Any payment may be reduced for overpayments, or increased for under payments, on preceding invoices or vouchers. 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 allocable 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.

Claims for payment shall be accompanied by such supporting documents and justification as FRA shall require and shall be made in writing to FRA within thirty (30) days’ of discovering the claim.

Subcontractor shall maintain detailed, complete, and accurate accounting records satisfactory to FRA.

CLAUSE 3 - STANDARD OF PERFORMANCE (SERVICES)

Subcontractor shall perform the services in a professional, skillful and competent manner in accordance with the standards of care and quality practiced by reputable and recognized subcontractors with national experience in performing similar services for projects of similar size, scope and complexity in a similar location.

CLAUSE 4 - LICENSES AND PERMITS

The Subcontractor shall maintain all applicable licenses and permits in good standing with the appropriate jurisdiction or governing body throughout the term of this Subcontract. Subcontractor shall immediately notify FRA of any change in the good standing status of its licenses or permits. Failure by the Subcontractor to maintain applicable licenses in good standing or permits is cause for immediate termination of this Subcontract by FRA.

CLAUSE 5 - CHANGES AND MODIFICATIONS

5.1 CHANGES (SERVICES)

FRA may, at any time, by written order designated or indicated to be a change order, make any change in the work within the general scope of the Subcontract, including changes:

(a) In the description of services to be performed;

(b) In the time of performance of services; or

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 5

(c) In the place of performance of the services.

Except as provided in this clause, no order, statement, or conduct of FRA shall be treated as a change under this clause or entitle the Subcontractor to an equitable adjustment.

The Subcontractor must assert its right to an equitable adjustment under this clause, within 30 days after receipt of a written change order and submit a proposal for equitable adjustment supported by all documentation required by FRA to analyze the request. The Subcontractor shall perform the services in accordance with the changes ordered by FRA upon receipt of the written change order.

No claim by the Subcontractor for an equitable adjustment based on changes made by FRA shall be allowed if asserted after final payment under this Subcontract. Each change order shall constitute a final settlement of all matters relating to the change in the work which is the subject of the change order, including but not limited to, all adjustments to the Subcontract price and time for performance, if any, included with that change order. No course of conduct or dealing between the parties, no express or implied acceptance of alterations or additions to the work and no claim that FRA has been unjustly enriched by an alteration or addition to the work, whether there is any unjust enrichment, shall be the basis of any claim for adjustment in compensation due the Subcontractor or in connection with the work or for adjustment in any time period provided for under the Subcontract. Moreover, the Subcontractor hereby waives and forfeits all claims that any work, services or other activities were performed pursuant to any contract or other agreement separate from the Subcontract. Subcontractor shall not receive any additional compensation or any adjustment in the Subcontract price or time of performance in connection with any work, services or other activities of the Subcontractor pertaining to the work unless such work, services or other activities is authorized in a change order or a written directive, as more specifically described in this section.

5.2 MODIFICATION PROPOSALS - PRICE BREAKDOWN

The Subcontractor, in connection with any proposal made for a Subcontract modification, shall furnish a price breakdown, itemized as required by FRA. Unless otherwise directed, the breakdown shall be in sufficient detail to permit an analysis of all material, labor, equipment, sub-subcontract, and overhead costs, as well as profit, and shall cover all work involved in the modification, whether such work was deleted, added or changed. Any amount claimed for sub-subcontracts shall be supported by a similar price breakdown. In addition, if the proposal includes a time extension, a justification therefore shall also be furnished. The justification shall be furnished by the date specified by FRA.

When costs are a factor in any determination of a Subcontract price adjustment under any clause of this

Subcontract, such costs shall be in accordance with the contract cost principles and procedures in

Subpart 31.2 of the FAR and Subpart 931.2 of the DEAR in effect on the date of this subcontract.

CLAUSE 6 - INDEMNIFICATION AND LIABILITIES

6.1 INDEMNIFICATION

The Subcontractor shall indemnify and hold harmless FRA, The University of Chicago, Universities

Research Association, Inc., and the United States Government, their officers, agents, servants, and employees from any and all liability for losses, expenses, damages, demands, and claims, and shall defend any claim, suit, or action brought against any or all of them based on any alleged personal injury or property damage, and shall pay any damages, costs, and expenses, including attorneys’ fees, in connection with or resulting from such claim, suit, or action that arise in whole or in part from:

(a) Subcontractor’s breach of any term or provision of the subcontract documents, or

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 6

(b) any negligent or willful act or omission of the Subcontractor, its employees, agents, of subcontractors, material suppliers, or anyone for whose acts they may be liable, regardless of whether such liability, claim, damage, loss, penalty, forfeiture, fine, or suit is caused in part by a party indemnified hereunder.

The obligations of the Subcontractor under this Clause regarding liability and indemnification will survive the final completion or termination of this Subcontract.

6.2 ASSUMPTION OF RISK UNTIL FINAL ACCEPTANCE

The Subcontractor assumes all risks and responsibility for damage to its work and materials from fire, earthquake, storm, or other causes prior to the completion and final acceptance of the work by FRA. The

Subcontractor shall, at its own expense, repair and/or replace any work or materials damaged or destroyed. Subcontractor (i) acknowledges and agrees that operations will be ongoing at Fermilab during performance of the Subcontractor’s work, and (ii) agrees to perform Subcontractor’s work in such a manner so as to (a) not interfere with such operations or inconvenience FRA’s employees or agents at

Fermilab and (b) cooperate and coordinate the Subcontract work with others at Fermilab as directed by

FRA.

6.3 THEFT

Necessary precautions for safeguarding material and equipment will be the responsibility of the

Subcontractor. In addition, the Subcontractor shall immediately notify the FRA Procurement Administrator of the theft, providing the following information:

Name and phone number of person making report.

Description of missing property; i.e., make and color (if available), model number, serial number and value. Indicate ownership, if Government, furnish Government Identification No.

Date and time theft took place or was discovered.

Date and time property was last known to be in proper place.

Any other information which might be pertinent.

CLAUSE 7 - TERMINATION AND NON-WAIVER OF DEFAULTS

7.1 TERMINATION

FRA may terminate this Subcontract in accordance with the FAR clauses relating to Termination for

Convenience of the Government or Default that are incorporated by reference into these General Terms and Conditions, at the Clause titled, Special Government Flow Down Provisions.

In addition, FRA may terminate this Subcontract for any material default by the Subcontractor relating to any Subcontract article, clause, or requirement, including but not limited to the environmental, safety, and health requirements.

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 7

7.2 NON-WAIVER OF DEFAULTS

Any failure by FRA at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms or conditions of this Subcontract shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way, or the right of FRA at any time to avail itself of such remedies as it may have for any breach or breaches of such terms or conditions.

The rights and remedies of FRA in this clause are in addition to any other rights and remedies provided by law under this Subcontract.

CLAUSE 8 - LAWS AND REGULATIONS; DISPUTES; APPLICABLE LAW

8.1 LAWS AND REGULATIONS

All delivered items and all services performed under this Subcontract shall be in compliance with all applicable federal, state, and local laws, ordinances, statutes, codes, rules and regulations (including

DOE regulations), including but not limited to those relating to wages, hours, employment, discrimination, immigration, and safety. The Subcontractor also shall comply with the Contractor Requirements

Document (CRD) of any DOE Directive referenced within the Subcontract or these General Terms and

Conditions.

8.2 DISPUTES

The parties agree to cooperate in resolving any claims, controversies or disputes that may arise out of or relate to this Subcontract, the breach thereof, or the Subcontract Work, (collectively, "Dispute" or

"Disputes"). The parties are committed to resolving any Disputes in an amicable, professional and expeditious manner so as to avoid any unnecessary costs or delays to the Work.

Continuance of Work: The parties expressly agree and acknowledge that Work will not be stopped or slowed in any way during the pendency of any Dispute. Subcontractor shall continue to prosecute the

Work pending final resolution or determination thereof, unless requested by FRA to suspend Subcontract

Work, provided that FRA continues to pay Subcontractor as provided herein for all Subcontract Work not subject to a Dispute.

Step Negotiations: FRA and Subcontractor will first attempt to resolve Disputes at the field level through discussions between FRA’s Project Manager and the Subcontractor’s Project Manager. If a Dispute cannot be resolved at the field level, upon the request of either party, the Dispute shall be directed to

FRA’s Procurement Manager and Subcontractor’s Executive Corporate Representative (collectively

“Senior Representatives”) who shall meet as soon as conveniently possible, but in no case later than thirty (30) days after such a request is made, to attempt to resolve such Dispute. Prior to any meetings between the parties, the parties will exchange relevant information that will assist the parties in resolving their Dispute.

Mediation: If the Dispute is not resolved through negotiations between the Senior Representatives, the parties will submit the matter to mediation.

Binding Dispute Resolution: At the sole option and decision of FRA, all Disputes not resolved by Step

Negotiations or Mediation shall be decided by confidential, binding arbitration, administered jointly by the parties to the arbitration and otherwise in accordance with the Construction Industry Dispute Resolution

Procedures of the AAA then in effect, before the Arbitrator. Execution of this Subcontract represents

Subcontractor’s express consent and agreement to arbitrate Disputes if so chosen by FRA. Notice of demand for arbitration must be filed in writing with the other parties to the arbitration. If FRA does not elect arbitration, the parties shall proceed to litigation. In no event may the demand for arbitration be

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 8 made after institution of legal or equitable proceedings based on the Dispute would be barred by the applicable statute of limitations.

Each party shall produce all documents relevant to the Dispute. Each party shall be entitled to depose no more than six (6) fact witnesses for no longer than six (6) hours each. Each party shall be entitled to depose any and all retained expert opinion witnesses for no longer than six (6) hours each. All discovery disputes shall be decided by the Arbitrator. The Arbitrator may modify these discovery limitations for good cause shown.

The Arbitrator shall have authority to order specific performance, including, without limitation, interim injunctive relief prior to the Dispute being resolved and any final injunctive relief warranted. The Arbitrator shall have the authority to decide all issues concerning the fulfillment of any condition precedent to the arbitrability of a claim or defense; the amount of damages to be awarded, if any; and the arbitrability of the issues presented as well as to resolve all Disputes, including, without limitation, all federal, state, and local statutory claims. The Arbitrator is not empowered to award damages in excess of compensatory damages such as punitive damages.

The award of the Arbitrator shall be enforceable in any court of competent jurisdiction, and each party consents and submits to the jurisdiction of such court for purposes of such action.

Joinder of Parties: At either party's option, third parties may be joined in any of the dispute resolution processes listed above, by consolidation, joinder, or otherwise, who are subject to a valid alternative dispute resolution agreement with the party seeking joinder of such third party.

8.3 APPLICABLE LAW

To the extent that Federal law does not exist and state law could become applicable to this Subcontract, the law of Illinois shall apply.

CLAUSE 9 - RELEASE OF INFORMATION

The Subcontractor agrees that information regarding this Subcontract, any data developed or obtained in the course of performing this Subcontract, and the name of FRA, Fermi National Accelerator Laboratory, Fermilab, the United States Government, or the United States Department of Energy shall not be disclosed in any publications, news releases, advertising, speeches, technical papers, photographs, and other releases of information without prior written approval from the FRA Procurement Representative.

CLAUSE 10 - NOTIFICATIONS

The Subcontractor shall immediately notify the FRA Procurement Representative in writing of: (1) any action, including any proceeding before an administrative agency, filed against the Subcontractor arising out of the performance of this Subcontract; and (2) any claim made against the Subcontract, the cost of which is or is claimed to be reimbursable under this Subcontract.

If, at any time during the performance of this Subcontract, the Subcontractor becomes aware of any circumstances which may jeopardize its performance of all or any portion of the Subcontract, it shall immediately notify the FRA Procurement Representative in writing of such circumstances, and the

Subcontractor shall take whatever action is reasonably necessary to resolve such circumstances within the shortest possible time.

CLAUSE 11 - ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

This Subcontract shall consist of the Subcontract document (including any signature page), Purchase

Order (if applicable), these General Terms and Conditions and any other referenced or incorporated

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 9 clauses, provisions, and documents. Together, they are the entire agreement between the parties concerning the subject matter and they supersede all prior proposals, representations, negotiations, or agreements, whether written or oral.

Any inconsistencies in the terms and conditions comprising the Subcontract shall be resolved by giving precedence in the following order: (a) the Subcontract document (b) these General Terms and Conditions including the FAR and DEAR clauses incorporated by reference; (c) any specifications or drawings; (d) other documents listed in the Subcontract as Incorporated Documents, if any, in the order in which they are listed; and (e) any other referenced or incorporated clauses, provisions, or documents.

CLAUSE 12 - SITE AND FACILITIES ACCESS

All Subcontractor and lower-tier subcontractor employees requiring access to any Fermilab facility or sites, including on-site or remote access to Fermilab/FRA computer systems, are subject to DOE access restrictions. Any questions should be directed to either the subcontract designated Technical

Representative or the FRA Procurement Administrator.

(a) The Subcontractor shall not assign foreign national (non-U.S. citizen) employees or other personnel to work at any Fermilab facility or site, including through on-site or remote access to Fermilab/FRA computer systems, who were born in, are citizens of, are employed or sponsored by or represent a government, company, institution, or other organization based in a country on the Department of

State's List of State Sponsors of Terrorism without prior written approval from DOE

Headquarters. Terrorist-sponsoring countries currently include Iran, Sudan and Syria, but may be updated from time to time by the State Department. Requests for access must be submitted to the

FRA Procurement Administrator at least 180 days in advance to allow time for approval from the

DOE.

(b) FRA also is required by DOE to document all foreign national employees who were born in, are citizens of, are employed or sponsored by or represent a government, company, institution or organization based in, a sensitive country and who require access to a Fermilab facility or site, including either on-site or remote access to Fermilab/FRA computer systems. To obtain site access, the Subcontractor must provide the place of birth and citizenship for all foreign national employees/personnel working on this subcontract who may access a Fermilab facility or site, including on-site or remote access to Fermilab/FRA computer systems. Employees/personnel from specific sensitive countries may need additional processing and/or be subject to specific restrictions as required by DOE Order 142.3A.

CLAUSE 13 - ENVIRONMENT, SAFETY & HEALTH (ES&H)

The Subcontractor shall take all reasonable precautions in the performance of this Subcontract to protect the health and safety of employees, sub-subcontractor employees, FRA employees, and members of the public, to minimize danger from all hazards to life and property, and to prevent injury to any employees or other persons. The safety of all persons employed by the Subcontractor and its subcontractors on the

Fermilab site, or other Government premises, or any other person who enters on the sites or premises for reasons relating to this Subcontract, shall be the sole responsibility of the Subcontractor.

The Subcontractor shall comply with all applicable environmental, safety, health, and fire protection laws, regulations, orders, and requirements (including reporting requirements), including those of DOE. The

Subcontractor shall comply with FRA’s environmental, safety, and health requirements for any work performed at the Fermilab site.

The Subcontractor shall immediately take action to correct any noncompliance with the environmental, safety, and health requirements of this Subcontract. If the Subcontractor fails to comply with the

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 10 environment, safety, and health requirements, FRA may, without waiver of any other legal or contractual rights or remedies, issue a stop-work order that stops all or any part of the work under this Subcontract.

Thereafter, a start order for resumption of any or all work may be issued at the discretion of FRA. The

Subcontractor may not make any claim for an extension of time or for compensation or damages in connection with any work stoppage under this provision.

CLAUSE 14 - STOP-WORK ORDER (FAR 52.242-15 (AUG 1989))

FRA may, at any time, by written order to the Subcontractor, require the Subcontractor to stop all, or any part, of the work called for by this Subcontract contract for a period of 90 days after the order is delivered to the Subcontractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the

Subcontractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Subcontractor, or within any extension of that period to which the parties shall have agreed, FRA shall either:

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for

Convenience of FRA, clause of this contract.

If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Subcontractor shall resume work. FRA shall make an equitable adjustment in the delivery schedule or Subcontract price, or both, and the Subcontract shall be modified, in writing, accordingly, if—

(1) The stop-work order results in an increase in the time required for, or in the Subcontractor’s cost properly allocable to, the performance of any part of this Subcontract; and

(2) The Subcontractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if FRA decides the facts justify the action, FRA may receive and act upon the claim submitted at any time before final payment under this Subcontract.

If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of

FRA, FRA shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

If a stop-work order is not canceled and the work covered by the order is terminated for default, FRA shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

CLAUSE 15 - INSURANCE

Insurance requirements for this Subcontract are established by FRA as the contracting entity. Before undertaking any work under this Subcontract, the Subcontractor shall, except as otherwise approved by

FRA, comply with the Insurance Requirements Exhibit to this Subcontract, which are based upon levels of risk, and provide the applicable certificates of insurance as set out in the Insurance Requirements Exhibit.

The Subcontractor shall indemnify FRA for any expense incurred or loss suffered by FRA for the failure of the Subcontractor to comply with the provisions of this clause or the Insurance Requirements for this

Subcontract.

FRA GENERAL TERMS & CONDITIONS (SERVICES) (06/19) Page 11

CLAUSE 16 - SERVICE CONTRACT LABOR STANDARDS

This Subcontract is subject to the Service Contract Labor Standards statute (41 U.S.C. chapter 67) and the related FAR provisions that are incorporated by reference in the Clause titled Special Government Flow

Down Provisions, unless the Subcontract is performed by employees in bona fide executive, administrative, or professional capacity (as excluded from the definition of service employees in the Service Contract Labor

Standards statute) or it is subject to another exclusion or exemption by the Secretary of Labor or in the

Service Contract Labor Standards statute (41 U.S.C. § 6702, as interpreted in 29 CFR Part 4, Subpart C).

CLAUSE 17 - SPECIAL GOVERNMENT FLOW DOWN PROVISIONS (SERVICES)

The Federal Acquisition Regulation (FAR) and Department of Energy Acquisition Regulation (DEAR) clauses listed below are incorporated by reference into this Subcontract, with the same force and effect as if they were written out in full verbatim text. The full texts of the clauses are located in Chapters 1 and 9 of Title 48 of the Code of Federal Regulations and are available at https://www.gpo.gov/fdsys/ or https://www.acquisition.gov.

The threshold categories below are additive, meaning that the clauses listed for each threshold level apply to any Subcontract within that or any higher threshold level of applicability.

As used in these incorporated clauses, the following terms will have the meanings listed below:

“Contract” shall mean this Subcontract “Contractor” shall mean the Subcontractor “Subcontractor” in lower case shall mean the Subcontractor’s subcontractors (i.e., lower tier subcontractors) “Government” and “Contracting Officer” shall mean FRA, except as specifically noted below

The Subcontractor shall include the listed provisions in its subcontracts, at any tier, to the extent applicable.

The version of the provision in force at the time of execution of this Subcontract or any sub-subcontracts shall control.

THE FOLLOWING CLAUSES…