RFP LBNF-340875A1-JD_04-26-2023.pdf

Request for Proposal Number LBNF-340875A1-JD for

Long Baseline Neutrino Facility Far Site Conventional Facilities

Independent Cost Estimating Services

This Request for Proposal consists of a model Indefinite Delivery, Indefinite Quantity (IDIQ) subcontract in Sections A through J and Request for Proposal Sections K through

M.

IDIQ Subcontract Number ____________ for

Long Baseline Neutrino Facility Far Site Conventional Facilities

Independent Cost Estimating Services

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 LBNF FSCF Independent Cost Estimating Services, as further described herein. (Reference NAICS Code 541330 – Engineering Services)

A.5 Period of Performance

The base period of performance of this Subcontract is effective on May 25, 2023 and shall continue through December 31, 2026.

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)

To Be Determined (TBD)

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 Time-and-Materials estimated Indefinite Delivery, Indefinite Quantity (IDIQ) ceiling price shown below.

Subcontract Line Item Number Description IDIQ Ceiling Price

1 Independent Cost Estimating Services $___________________

B2. Time-and-Materials (T&M)

The Subcontractor shall provide services at the fixed hourly labor rates shown in Attachment J-5. The fixed hourly labor rates include wages, overhead, general and administrative expenses, and profit. For the purpose of this subcontract, “Materials” means other direct costs incurred for either relocation expenses or travel and temporary living expenses agreed to in the formation of the subcontract. The relocation expenses or travel and temporary living expenses which are reimbursable, in addition to the fixed hourly rates for incurred labor hours, are listed in Attachment J-5 – Time-and-Materials Fixed Hourly Rate Schedule.

The Subcontractor shall not exceed the Ceiling Price shown in Clause B1 - Prices.

B3. Limitation of Liability for IDIQ Task Orders (This clause may apply to each Task Order placed against this IDIQ Subcontract)

a. The funding presently allocated for payment to the Subcontractor under this Task No. XX is $XX:

For SLIN TBD $TBD For SLIN TBD $TBD

b. The allocated funding amounts shall be the limit of FRA’s liability for all costs under the respective SLIN, any other clause to the contrary notwithstanding. The Subcontractor is not obligated to continue performance under this Subcontract or otherwise incur cost or expenses in excess of the allocated funding amounts. The Subcontractor shall notify FRA in writing whenever it has reason to believe that the costs it expects to incur under this Subcontract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of the allocated funding for a SLIN. FRA Procurement can increase or decrease the amount of funding unilaterally by modifying the Subcontract or providing other written notice to the Subcontractor.

B4. Indefinite Delivery / Indefinite Quantity (IDIQ)

B4.1 Indefinite Delivery / Indefinite Quantity (IDIQ) [Reference: FAR 52.216-20 AND FAR 52.216-22]

a. This is an indefinite-delivery / indefinite-quantity 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 FRA, when and if ordered, the supplies and services specified in the Subcontract in accordance with the Ordering Limitations clause. FRA 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. FRA 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 FRA’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;

provided that the Subcontractor shall not be required to make any deliveries or perform any supplies and services under this Subcontract more than 30 days after the end of the Subcontract’s effective period.

B4.2 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 may be issued by electronic commerce methods. Task orders may be issued orally only by the FRA Procurement Specialist.

Task Orders The number of Task Orders to be awarded under this Subcontract will depend upon the availability of funding and the guidelines as established by Exhibit B - Statement of Work. This Subcontract has a minimum guaranteed value of $20,000 and an estimated maximum total value of $240,000, but not a minimum or maximum number of Task Orders.

T&M Task Orders The Subcontractor’s Task Order proposal shall include proposed hours for each direct labor classification as listed in Subcontract Attachment J-5.

B4.3 Ordering Limitations

a. The total maximum Subcontract value, defined as the sum of Subcontractor payment streams associated with all task orders against this IDIQ Subcontract, shall not exceed the amount stated in the Subcontract.

b. The minimum guaranteed task order(s) 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, FRA has no obligation to issue task orders under this IDIQ Subcontract and all task orders are subject to the availability of funding.

B4.5 Requirements for Subcontractor’s Proposal for a Task Order

FRA 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.

Section C - Description of Work

C1. Standards of Performance

The Subcontractor shall perform the work under this Subcontract by using its best efforts and know-how and its performance shall be accomplished in a workmanlike manner by qualified, careful and efficient personnel, in accordance with professional standards of care.

C2. Technical Reports

The Subcontractor shall prepare and submit to the Procurement Specialist and/or distribute, as directed by the Procurement Specialist, such reports concerning technical aspects of work under this Subcontract, in such quantity and form (including detail) and at such times, as may be specified in this subcontract, or as may otherwise be specified by the Procurement Specialist.

C.3 Conduct of Employees

The Subcontractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, and integrity and shall be responsible for taking such disciplinary action with respect to its employees as may be necessary. The Subcontractor shall immediately remove from the work under this Subcontract any employee of the Subcontractor who, in the sole discretion of FRA, is found to be unsatisfactory in technical performance or personal conduct.

C4. Statement of Work

The Subcontractor shall perform the work in accordance with the Statement of Work in Attachment J-2.

Section D - Packaging and Marking

Reserved

Section E - Inspection and Acceptance

E1. Inspection and Acceptance

Inspection and acceptance shall be in accordance with the Statement of Work in Attachment J-4 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 May 25, 2023 through December 31, 2026.

Subcontract Line Item Number

(SLIN)

Description Period of Performance Performance Terms

1 FSCF Independent Cost Estimating Services

May 25, 2023 – December 1, 2026

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: Jeremy Duncan Email: jeremyd@fnal.gov Phone: 865-300-0443

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 jeremyd@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:

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.

Invoices shall contain the following information:

1. Subcontractor name as stated in the Subcontract

2. Remittance address

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

4. Subcontractor's statement that the invoice is correct

5. FRA purchase order/subcontract number

6. Invoice number

7. Invoice date

8. Total invoice amount

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

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

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

12. Payment terms

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

$250 or more.

14. Other documentation as required by the Subcontract mailto:apinvoices@fnal.gov mailto:APINVOICES@FNAL.GOV

G3.2 Additional Invoice Documentation Required for Time-and-Materials Type Subcontracts

All invoices for labor shall show the crafts and classifications furnished, and the consolidated number of hours worked by each craft and classification. Time shall be charged to the tenth of an hour.

Consolidated invoices for labor and other costs submitted for payment shall be substantiated by individual daily job time cards showing the number of hours worked. Subcontractor shall maintain detailed, complete, and accurate accounting records.

G3.3 Special Invoice Requirements

a. Invoices shall be submitted monthly by the 10th day of the following month. No partial payment requests will be considered for hours worked.

b. All invoices shall be emailed to apinvoices@fnal.gov and to the Procurement Specialist at jeremyd@fnal.gov. 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. Travel Expenses Reimbursable – Invoices

No foreign travel is anticipated for or under this subcontract. For domestic travel, actual travel expenses shall be reimbursable based upon FRA/Fermilab’s travel policy (Attachment J-14).

G5. Payment Schedule

FRA shall pay the Subcontractor, upon the submission of proper invoices in accordance the Fixed Hourly Rate Schedule and limitations on reimbursable “Materials” costs incorporated in Attachment J-5.

G6. Payments Under Time-and-Materials Subcontract

FRA will pay the Subcontractor as follows upon the submission of vouchers approved by the FRA Procurement Specialist:

(a) Hourly rate.

(1) Hourly rate means the rate(s) prescribed in Section B – Time and Materials Ceiling Price and Fixed Hourly Rate Schedule, of the Subcontract for payment for labor that meets the labor category qualifications of a labor category specified in the Subcontract that are--

(i) Performed by the Subcontractor;

(ii) Performed by subcontractors of the Subcontractor; or

(iii) Transferred between divisions, subsidiaries, or affiliates of the Subcontractor under a common control.

(2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Attachment J-5, by the number of direct labor hours performed.

mailto:apinvoices@fnal.gov

(3) The hourly rates shall be paid for all labor performed on the Subcontract by employees that meet the labor qualifications specified in the Subcontract. Labor hours incurred to perform work specified in the Subcontract will not be paid to the extent the work is performed by employees that do not meet the qualifications specified in the Subcontract, unless specifically authorized by the FRA Procurement Specialist.

(4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit.

Fractional parts of an hour shall be payable on a prorated basis.

(5) Vouchers may be submitted, not more than once monthly, to FRA Accounts Payable for review by the FRA Procurement Specialist. The Subcontractor shall substantiate vouchers (including any lower-tier subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by--

(i) Individual daily job timekeeping records;

(ii) Records that verify the employees meet the qualifications for the labor categories specified in the Subcontract; or

(iii) Other substantiation approved by the FRA Procurement Specialist.

(6) Promptly after receipt of each substantiated voucher, FRA shall, except as otherwise provided in this Subcontract, and subject to the terms of paragraph (d) of this clause, pay the voucher as approved by the FRA Procurement Specialist.

(8) The hourly rates in Attachment J-5 shall not be varied by virtue of the Subcontractor having performed work on an overtime basis.

(b) Materials.

(1) For the purposes of this clause Materials means other direct costs for travel expenses identified in Attachment J-4.

(2) Except as provided for in paragraph (b)(2) of this clause, the FRA will reimburse the Subcontractor for allowable cost of materials provided the Subcontractor has made payments for materials in accordance with the terms and conditions of the Subcontractor’s subcontract agreement or invoice.

(3) Payment for materials is subject to the allowable cost principles in Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of this subcontract.

(5) FRA will not reimburse the Subcontractor for indirect costs which may be allocable to the acquisition of materials, pursuant to the Subcontractor’s accounting system.

(6) FRA will not pay profit or fee for incurred material costs which are reimbursable under this subcontract.

(7) To the extent able, the Subcontractor shall obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials.

(c) Total cost. It is estimated that the total cost to FRA for the performance of this Subcontract shall not exceed the ceiling price set forth in Section B, and the Subcontractor agrees to use its best efforts to perform the work required by this Subcontract and all obligations under this Subcontract within such ceiling price. If at any time the Subcontractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this Subcontract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price specified in Section B, the Subcontractor shall notify the FRA Procurement Specialist giving a revised estimate of the total price to FRA for performing this Subcontract with supporting reasons and documentation. If at any time during performing this Subcontract, the Subcontractor has reason to believe that the total price to FRA for performing this Subcontract will be substantially greater or less than the then stated ceiling price, the Subcontractor shall so notify the FRA Procurement Specialist, giving a revised estimate of the total price for performing this Subcontract, with supporting reasons and documentation.

If at any time during performing this Subcontract, FRA has reason to believe that the cost of work to be required in performing this Subcontract will be substantially greater or less than the stated ceiling price, the FRA Procurement Specialist will so advise the Subcontractor, giving the then revised estimate of the total amount of effort to be required under the Subcontract.

(d) Ceiling price. FRA will not be obligated to pay the Subcontractor any amount in excess of the ceiling price specified in Section B, and the Subcontractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in Section B, unless and until the FRA Procurement Specialist notifies the Subcontractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this Subcontract. When and to the extent that the ceiling price set forth in Section B has been increased, any hours expended and material costs incurred by the Subcontractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(e) Audit. At any time before final payment under this Subcontract, the FRA Procurement Specialist may request audit of the vouchers and supporting documentation. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding vouchers, that are found by the FRA Procurement Specialist or authorized representative not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the voucher designated by the Subcontractor as the “completion voucher” and supporting documentation, and upon compliance by the Subcontractor with all terms of this contract (including, without limitation, terms relating to patents and the terms of paragraph (d) of this clause), FRA shall promptly pay any balance due the Subcontractor. The completion voucher, and supporting documentation, shall be submitted by the Subcontractor as promptly as practicable following completion of the work under this Subcontract, but in no event later than 120 days (or such longer period as the FRA Procurement Specialist may approve in writing) from the date of completion.

(f) Release of Claims. The Subcontractor shall execute and deliver, at the time of and as a condition precedent to final payment under this Subcontract, a release discharging FRA, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this Subcontract.

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.

H - Special Subcontract Requirements

H1. Definitions

“SDSTA” means the South Dakota Science & Technology Authority, created by the South Dakota legislature, and operator of the Sanford Underground Research Facility.

“SURF” means the Sanford Underground Research Facility, located in Lead, South Dakota, and which is the Far Site for the Long Baseline Neutrino Facility (LBNF) project of the Fermi National Accelerator Laboratory.

H2. SURF Site or Facility Access

The Subcontractor and lower-tier subcontractors shall comply with all SDSTA requirements for access to the SURF site and facilities.

Acknowledgment of Risk. Subcontractor is advised that all natural persons who enter the underground property at the SURF site are required to declare that they have investigated and been advised on the risks associated with going underground. All persons entering the underground property will be required to sign an Acknowledgement of Risk as required by SDSTA.

Release, Agreement Not to Sue and Waiver (the “Release”). Subcontractor is advised that all natural persons who enter or conduct work or activities directly related to the underground property at the SURF site must agree to release, discharge and not sue SDSTA, the State of South Dakota, other Homestake entities identified in the Release and their respective officers and employees from and against any and all actions, suits, damages, liability or other proceedings. The required form of Release will be provided by SDSTA.

H3. Insurance for Work Performed at SURF

Insurance requirements for this Subcontract are established by FRA as the contracting entity and the SDSTA Risk Transfer Protocols (for work occurring on the SURF site). 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 the applicable category of risk, and provide the required evidence 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.

H4. Indemnification of SURF Related Entities

The Subcontractor agrees to hold harmless and indemnify SDSTA, the State of South Dakota, and their officers and employees from and against any and all actions, suits, damages, liability or other proceedings which may arise as a result of the negligence, misconduct, error or omission of any officer, agent, subconsultant or employee of the Subcontractors, but only to the extent of such negligence, misconduct, error or omission. This section does not require the Subcontractor to indemnify SDSTA or the State of South Dakota, or their officers, agents or employees from claims or liability to the extent such claims or liability arise from the acts or omissions of SDSTA, the State of South Dakota or their officers, agents or employees.

H5. 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(s) Title Lead Estimator Structural Estimator Civil Estimator Mechanical Estimator Electrical Estimator

H6. 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.

H7. Limitation of FRA’s Obligation

(a) Of the ceiling price of SLIN 1, the amount currently allotted and available for payment is shown in Section B, Clause B3 – Total Sum Allotted. It is anticipated that from time to time additional funds will be allotted until the ceiling price of SLIN 1 is allotted.

(b) The Subcontractor agrees to perform work on SLIN 1 up to the point at which, if the Subcontract is terminated for convenience, the total amount payable by FRA (including amounts payable for lower-tier subcontracts and settlement costs), would in the exercise of reasonable judgment by the Subcontractor approximate the amount at the time allotted. FRA is not obligated in any event to pay or reimburse the Subcontractor more than the amount allotted, anything in the Termination for Convenience clause to the contrary notwithstanding.

(c)

(1) Funds currently allotted are expected to cover the work to be performed as shown in

Section B, Clause B3 – Total Sum Allotted.

(2) If the Subcontractor considers the funds allotted to be inadequate to cover the work until that date, or an agreed date substituted for it, the Subcontractor must notify FRA in writing when, within the next 30 days, the work will reach a point at which, if the Subcontract is terminated for convenience, the total amount payable by FRA (including amounts payable for lower-tier subcontracts and settlement costs), will approximate 85 percent of the amount then allotted.

(3) The notice shall state the expected date when the point in (c)(2) will be reached and the estimated amount of additional funds required to continue performance to the date in (c)(1) or an agreed substituted date.

(4) 30 days before the date in (c)(1) or an agreed substituted date, the Subcontractor must advise FRA in writing of the estimated additional funds required for performance for a further period as may be specified in the Subcontract or otherwise agreed to by the parties.

(5) If after the notification in (c)(4), additional funds are not allotted by the date in (c)(1) or by an agreed substituted date, FRA will, upon written request of the Subcontractor, terminate this Subcontract on that date or the date set forth in the request, whichever is later, pursuant to the Termination for Convenience clause.

(d) When additional funds are allotted for continued performance, the parties shall agree on the period of performance covered by the funds. Paragraphs (b) and (c) above shall apply to the additional allotted funds and the substituted date pertaining to them, and the Subcontract shall be modified accordingly.

(e) If the Subcontractor incurs additional costs or is delayed in performance solely because FRA failed to allot sufficient additional funds, and if additional funds are allotted, an equitable adjustment shall be made in price (including target, billing, and ceiling prices and hourly rates where applicable) or in the time for delivery, or both.

(f) FRA may at any time before termination (and, after notice of termination, with the consent of the Subcontractor), allot additional funds for this Subcontract.

(g) Nothing in this clause affects the rights of the FRA to terminate this Subcontract under the Termination for Default and Termination for Convenience clauses.

H8. 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.

H.9 Termination (Time-and-Materials)

FAR Clause 52.249-6, Termination (Cost Reimbursement) (May 2004) with its Alternate IV (Sep 1996), are incorporated in this subcontract by reference.

FAR Clause 52.249-6 with its Alternate IV apply to this subcontract instead of FAR Clauses 52.249-2, Termination for Convenience of the Government (Fixed Price) (Apr 2012), and 52.249-8, Default (Fixed Price Supply and Service) (Apr 1984), which are referenced in Section I (Attachment J-3, FRA General Terms and Conditions for Services).

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 (Services)

For purposes of J-1, “Fermilab,” and “Fermilab site” include SURF 06/2022

J-2 Insurance Requirements for FRA Subcontracted Work at SURF— Risk Category 3

Rev. 02/2018

J-3 Risk Transfer Protocols for Contractors and Project Sponsors June 2016 J-4 Statement of Work Revision 0 J-5 Time and Materials Fixed Hourly Rate Schedule Provide with Offer J-6 Excavation Drawing Set 09/15/2021 J-7 BSI Drawing Set, Surface 11/20/2020 J-8 BSI Drawing Set, Underground 11/20/2020 J-9 BSI Basis of Design Report 11/20/2020 J-10 KAJV CM/GC Contract (Redacted) J-11 LBNF ICE Process July 2019 J-12 KAJV Estimated Schedule 04/05/2021 J-13 Example KAJV Estimate J-14 Travel Policy (PF 20) 9-2022

Section K – Representations and Certifications

Subcontractor Annual Representations and Certifications (SARC) Proposal Certifications form (PUR-466) FL-11 Organizational Conflict of Interest Certification (Rev. 01/07)

Section L – Instructions, Conditions and Notices to Offerors

The following requirements must be adhered to for the Offeror’s submission of Proposals to Fermi Research Alliance (FRA) in support of this specific requirement:

L1. INSTRUCTIONS FOR TECHNICAL AND PRICE/CONTRACTUAL PROPOSALS:

Offerors shall submit two (2) separate pdf proposal volumes:

1) The Technical Proposal volume shall contain all the pertinent technical information exclusive of the prices and other information required in the Price/Contractual proposal volume. The technical volume shall include all the information required by the technical proposal preparation instructions below.

Technical Proposal Preparation Instructions:

1. A description of the offeror’s approach to execution of the work described in the SOW.

2. The offeror’s ability (including personnel availability) to meet the schedule described in the SOW.

3. Past experience. At a minimum, provide examples of 3 projects with similar scope that the offeror has completed in the past 5 years. For each project, include:

• Brief description of the project scope

• Location of project

• A comparison of proposer’s estimate to the actual awarded value.

• Description of any challenging logistics associated with performance of the work such as underground or in confined buildings/skyscrapers.

4. Resumes of key team members. At a minimum, the offeror’s proposal must include resumes for the following positions: Lead estimator, structural estimator, civil estimator, mechanical estimator, electrical estimator (note that it is acceptable for one individual to provide more than one discipline)

2) The Price/Contractual proposal volume shall contain:

A. The cost/price information specified in the Cost Proposal Preparation Instructions below.

B. The documents specified in the Contractual Proposal Preparation Instructions below.

Cost Proposal Preparation Instructions:

An Indefinite Delivery, Indefinite Quantity (IDIQ) type of contract with a period of performance from May 25, 2023 through December 31, 2026 is contemplated. Any task orders issued pursuant to the IDIQ will be Time and Materials type.

The Offeror shall propose a fixed, fully-burdened hourly rate, by labor category, for each Calendar Year 2023 through 2026.

The Offeror shall identify and estimate any other direct costs for which the Offeror intends to seek reimbursement, under the T&M payment terms, in addition to the fixed hourly rates for incurred labor hours. All costs to be reimbursed, in addition to the payment of fixed hourly rates for incurred labor hours, will be specifically identified in the payment provisions of the awarded subcontract. The payment provisions will limit any costs to be reimbursed to costs specifically identified in the Offeror’s proposal.

Pricing Format

The Offeror shall present the Offeror’s cost proposal in the format specified below.

Fixed Hourly Rates:

The Offeror shall propose fixed hourly rates for any team members expected to support this effort for the following periods:

• 25 May 2023 through 31 December 2023

• 1 January 2024 through 31 December 2024

• 1 January 2025 through 31 December 2025

• 1 January 2026 through 31 December 2026

Budgetary Pricing for Future Task Orders:

Budgetary estimate for effort required to complete the process described for packages 1-3 as defined in the SOW.

Materials (Other Direct Costs or travel):

The Offeror shall identify and provide a detailed estimate of Other Direct Costs and/or travel expenses for which the Offeror will seek reimbursement under the task orders in addition to payment of the fixed hourly rates for incurred labor hours. If the Offeror does not identify any such reimbursable costs, FRA will assume the Offeror does not intend to seek reimbursement for any costs in addition to the payment of the proposed fixed hourly rates for incurred labor hours.

Contractual Proposal Preparation Instructions:

The contractual proposal shall include the completed:

• Representations and Certifications forms provided in Section K of this RFP including:

o Subcontractor Annual Representations & Certifications (SARC) form.

o Proposal Certifications (PUR-466) form o Organizational Conflicts of Interest (OCI) Certification (FL-11) form with any additional correspondence required. OCI Instructions are provided in Item L3 below.

• List of authorized negotiator(s) and contact information.

• Any written exceptions or proposed changes to the terms and conditions or requirements of the model Subcontract contained in this RFP.

L2. PROPOSAL EVALUATION:

Refer to RFP Section M – Evaluation Factors for Award. After FRA’s initial review and evaluation of the competitive proposals, pursuant to the Technical Evaluation Factors and Total Evaluated Ceiling Price Evaluation specified in Section M of the RFP.

L3. ORGANIZATIONAL CONFLICTS OF INTEREST DISCLOSURE FOR ADVISORY AND ASSISTANCE SERVICES

INSTRUCTIONS:

(a) Organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to Fermilab or the Government, or the person's objectivity in performing the subcontract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

(b) Offerors shall provide the statement described in paragraph (c) below. The FL-11, "Organizational Conflict of Interest (OCI) Certification," contained in Section K of this RFP may be used to fulfill this requirement.

(c) A statement must contain the following:

(1) A statement of any past (within the past twelve months), present, or currently planned financial, contractual, organizational, or other interests relating to the performance of the statement of work. For contractual interests, such statement must include the name, address, telephone number of the client or client(s), a description of the services rendered to the previous client(s), and the name of a responsible officer or employee of the offeror who is knowledgeable about the services rendered to each client, if, in the 12 months preceding the date of the statement, services were rendered to Fermilab or the Government or any other client (including a foreign government or person) respecting the same subject matter of the instant solicitation, or directly relating to such subject matter. The agency and subcontract number under which the services were rendered must also be included, if applicable. For financial interests, the statement must include the nature and extent of the interest and any entity or entities involved in the financial relationship. For these and any other interests enough such information must be provided to allow meaningful evaluation of the potential effect of the interest on the performance of the statement of work.

(2) A statement that no actual or potential conflict of interest or unfair competitive advantage exists with respect to the advisory and assistance services to be provided in connection with the instant subcontract or that any actual or potential conflict of interest or unfair competitive advantage that does or may exist with respect to the subcontract in question has been communicated as part of the statement required by (b) of this provision.

(d) Failure of the offeror to provide the required statement may result in the offeror being determined ineligible for award. Misrepresentation or failure to report any fact may result in the assessment of penalties associated with false statements or such other provisions provided for by law or regulation.

L4. PROPOSAL RESPONSE AND DUE DATE AND TIME

A) Proposals shall be submitted via e-mail to Jeremy Duncan at jeremyd@fnal.gov no later than 5:00pm Central Standard Time on May 11, 2023.

B) Representations and Certifications must be:

• Submitted on the forms furnished by FRA or on copies of those forms which have been manually signed and scanned.

• The person signing the Representations and Certifications must initial each erasure or change appearing on a completed form.

• The Offeror’s Representations and Certifications shall be signed by an authorized representative of the company.

C) Submit an e-mail with one (1) scanned pdf copy of the Technical volume and one (1) scanned pdf copy of the Cost/Contractual volume.

mailto:jeremyd@fnal.gov

L5. INQUIRIES AND QUESTIONS:

Direct all price/contractual and technical questions that you may have concerning this RFP in writing via e-mail to jeremyd@fnal.gov. All inquiries and questions regarding this Solicitation must be received no later than May 5, 2023, in order to allow FRA sufficient time to respond prior to the proposal due date.

Offerors shall reference the solicitation number in the subject line of the e-mail correspondence. The person designated below shall be the only contact for all inquiries regarding any aspect of this Request for Proposal (RFP) and its requirements.

Fermi Research Alliance, LLC Attention: Jeremy Duncan LBNF Project Procurement Specialist Phone: (865) 300-0443 Email: jeremyd@fnal.gov

Responses to written questions, which involve an interpretation or change to this RFP, will be issued in writing by an RFP amendment and mailed to all parties recorded by FRA as having received a copy of the RFP. All such amendments issued by FRA prior to the time that proposals are received shall be considered part of the RFP.

Companies receiving this RFP other than directly from FRA Procurement are responsible for notifying the

FRA contact for RFP Inquiries that they are in receipt of an RFP package, and for providing a company name, contact name and e-mail address in the event an amendment is issued.

Only additional information provided by formal written amendment shall be binding. Oral and other interpretations or clarifications will be without legal effect.

L6. ADDITIONAL TERMS & CONDITIONS:

The articles, terms, conditions, and provisions provided herein generally conform with those normally issued by this office and are compliant with FRA’s Prime Contract with the U.S. Department of Energy (DOE) or with public law. Significant exceptions, requested changes or requests for waivers by an Offeror may delay any resultant award. Further, there is no certainty that any requested changes will be incorporated in the awarded subcontract.

L7. AMENDMENT:

FRA reserves the right to issue amendments to the RFP at any time prior to the due date, for any reason.

L8. RELEASE OF CLAIMS, LIABLITY AND PREPARATION EXPENSES:

Under no circumstances shall FRA be responsible for any proposal preparation expenses, submission costs, or any other expenses, costs or damages, of whatever nature incurred as a result of Offeror’s participation in this RFP process. Offeror understands and agrees that the Offeror submits its proposal at its own risk and expense and releases FRA from any claim for damages or other liability arising out of the RFP and awards process.

L9. LATE SUBMISSION:

Proposals received by FRA after the Submittal Date and Time indicated MAY NOT be considered. FRA assumes no responsibility for delays caused by weather or electronic communication.

L10. EXCEPTIONS:

FRA warns Offerors that taking exceptions to any term or condition of this RFP (including submitting any alternate proposals that requires relaxation of a requirement) may make an offer unacceptable, and the mailto:jeremyd@fnal.gov

Offeror ineligible for award. If exceptions are taken, Offerors shall identify the Section or Attachment of the RFP and paragraph or clause designation which the Offeror is taking exception to. The reason for any exception(s) shall be clearly stated in the Offeror’s proposal. Substantive exceptions may cause your offer to not be accepted.

L11. AUTHORIZED NEGOTIATORS:

The Offeror shall provide the name of a person or persons authorized to negotiate on its behalf with FRA in connection with this request for proposal (list names, titles, e-mail addresses and telephone numbers of the authorized negotiators).

L13. ERRORS IN PROPOSALS:

FRA shall not be liable for any errors in the Offeror’s proposal. Except during negotiations initiated by

FRA, no modifications to proposal shall be accepted from the Offeror after the Submittal Date. Offeror is responsible for careful review of its entire proposal to ensure that all information, including pricing, is correct and complete. Offerors are liable for all errors or omissions contained in their proposals.

L14. RESPONSIBLE OFFERORS:

FRA reserves the right to award a Subcontract only to a responsible Offeror. A responsible Offeror is defined as a company that demonstrates the financial ability, resources, skills, capability, willingness, and business integrity necessary to perform the Subcontract. FRA determination of whether an Offeror is responsible is at FRA’s sole discretion.

L15. ISSUANCE OF RFP AND AWARD PROCESS:

After the opening of the proposals, an award may be made on the basis of the Proposals initially submitted, without discussion, clarification, or modification or on the basis of negotiation with any or all of the Offerors. Therefore, the Offerors should make sure their Proposals contain the best offer to FRA.

L16. SUBCONTRACT AWARD:

Issuance of the RFP does not compel FRA to make an award. FRA reserves the right to accept or reject all proposals if that is determined to be in its best interest. A decision may be made without discussion;

and hence, your proposal should be submitted initially on the most favorable terms. Proposed award is based on a continuing program requirement and the issuance of obligation authority from the Procurement Department of FRA. Any subsequent award issued by FRA shall be constituted in writing from authorized representatives of the Procurement Department.

No other representatives of FRA are authorized to issue contracts or agreements or bind FRA to any form of agreement or understanding. The authorized Procurement Department official is the only individual who can legally commit FRA to the expenditure of funds in connection with this proposed procurement.

L17. PROJECTED AWARD DATE:

For information purposes, FRA expects to make an award on or about May 25, 2023

L18. SUBCONTRACTING:

Unless otherwise specified, the successful Offeror shall be responsible for performance of any lower-tier subcontractor that may perform work under this subcontract. The FRA Subcontractor must ensure that any lower-tier subcontractor abides by all terms and conditions and requirement of the FRA Subcontract.

L19. NOTIFICATION OF AWARD:

If FRA awards a Subcontract as a result of this RFP, FRA will deliver to the Offeror a notice of award.

The resulting Subcontract shall consist of:

(1) The terms, conditions and requirements in the model Subcontract contained in this RFP.

(2) Any amendments issued to the model Subcontract by FRA pursuant to this RFP,

(3) Any mutually agreed upon written modifications to the terms, conditions, specifications, and requirements to this RFP or to the proposal.

Section M – Evaluation Factors for Award

M1. TECHNICAL EVALUATIOR FACTORS:

FRA will evaluate proposals based on the technical evaluation factors in this section. The following technical factors are listed in relative order of importance.

1. Corporate Past Experience and Past Performance

Completion of at least 3 projects with similar scope in the past 5 year. FRA prefers past experience involving projects with challenging logistics (e.g. underground, confined buildings, skyscrapers). Past performance achieved on these projects should demonstrate the ability to schedule and complete, on budget and on time, work of similar scope. As further evidence of past performance, FRA may also consider comparison of proposer’s estimate to the actual awarded value for the past projects provided.

2. Personnel Past Experience

FRA will evaluate the experience level of the Lead estimator and other members of the estimating team proposed for this effort. Team members should demonstrate experience with successful execution of similar projects, with preference given to past projects involving challenging logistics or comparable conditions.

3. Technical Approach & Offeror Understanding of FRA Scope

FRA will evaluate the degree to which each offeror’s proposal demonstrates an…