RFP LBNF-355802-JD Final 09-27-2024.pdf

Request for Proposal Number LBNF-355802-JD for

Long Baseline Neutrino Facility/Deep Underground Neutrino Experiment

Argon Distribution Equipment

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.

Questions and inquiries are to be submitted via e-mail to Jeremy Duncan at jeremyd@fnal.gov no later than 5:00 p.m. Central Daylight Saving Time on December 2, 2024.

Proposals are to be submitted via e-mail to Jeremy Duncan at jeremyd@fnal.gov no later than 5:00 p.m. Central Daylight Savings Time on December 20, 2024.

mailto:jeremyd@fnal.gov

IDIQ Subcontract Number ____________ for

Long Baseline Neutrino Facility/Deep Underground Neutrino Experiment

Argon Distribution Equipment

Table of Contents Section A - Award ____________________________________________________________________ 5

A1. Identification of Parties _________________________________________________________________ 5

A2. Subcontract Issued Under Prime Contract __________________________________________________ 5

A3. Relationships _________________________________________________________________________ 5

A4. General Purpose of the Subcontract _______________________________________________________ 5

A5 Period of Performance __________________________________________________________________ 5

A6. Order of Precedence ___________________________________________________________________ 5

Section B - Supplies or Services and Prices ________________________________________________ 7

B1. Prices ________________________________________________________________________________ 7

B2. Fixed Price Task and Delivery Orders ______________________________________________________ 7

B3. Limitation of Liability for IDIQ Orders ______________________________________________________ 7

B4. Indefinite Delivery / Indefinite Quantity (IDIQ) ______________________________________________ 8

B5. Availability of Funds ____________________________________________________________________ 9

Section C - Description of Work ________________________________________________________ 10

C1. Standards of Performance ______________________________________________________________ 10

C2. Technical Reports _____________________________________________________________________ 10

C3 Conduct of Employees __________________________________________________________________ 10

C4. Statement of Work ____________________________________________________________________ 10

Section D - Packaging and Marking ____________________________________________________ 11

D1. Packaging and Marking ________________________________________________________________ 11

D2. Incoterms ___________________________________________________________________________ 11

D3. Shipping Address _____________________________________________________________________ 11

Section E - Inspection and Acceptance __________________________________________________ 12

E1. Inspection and Acceptance _____________________________________________________________ 12

Section F - Deliveries or Periods of Performance __________________________________________ 13

F1. Period of Performance _________________________________________________________________ 13

Section G - Subcontract Administration Data _____________________________________________ 14

G1. Subcontract Administration ____________________________________________________________ 14

G2. Notification of Potential Changes _______________________________________________________ 14

G3. Invoices _____________________________________________________________________________ 15

G3.2 Reserved ___________________________________________________________________________ 15

G3.3 Milestone Payments Clause ___________________________________________________________ 16

G4. Reserved ________________________________________________________________________ 19

G5. Reserved ________________________________________________________________________ 19

G6. Reserved ________________________________________________________________________ 19

G7. Closeout ____________________________________________________________________________ 20

H - Special Subcontract Requirements ___________________________________________________ 21

H1. Definitions __________________________________________________________________________ 21

H2. Reserved ____________________________________________________________________________ 21

H3. Insurance for Work Performed at SURF ___________________________________________________ 21

H4. Reserved ____________________________________________________________________________ 21

H5. Key Personnel ________________________________________________________________________ 21

H6. Supervision __________________________________________________________________________ 21

H7. FRA Furnished U.S. Government Property _________________________________________________ 22

H8. Disposition of U.S. Government Property__________________________________________________ 22

H9 Additional Requirements _______________________________________________________________ 22

H10. Small Business Subcontracting Plan _____________________________________________________ 22

H11. Sub-Tier Subcontractors and Outside Associates and Consultants _____________________________ 22

Section I - Subcontract Clauses ________________________________________________________ 23

I1. General Clauses _______________________________________________________________________ 23

Section J - List of Documents, Exhibits, and Other Attachments ______________________________ 24

J1. Incorporated Documents _______________________________________________________________ 24

Section K – Representations and Certifications ___________________________________________ 25

Section L – Instructions, Conditions and Notices to Offerors _________________________________ 26

M1. Basis for Subcontract Award ___________________________________________________________ 34

M2. Mandatory Technical Requirement ______________________________________________________ 34

M3. Technical Evaluation Factors ___________________________________________________________ 34

M3. Evaluation Process ___________________________________________________________________ 35

M4. Unbalanced Pricing ___________________________________________________________________ 36

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 IDIQ Subcontract is for the acquisition of Argon Distribution Equipment and related Installation Services, as further described herein. (Reference NAICS Code 332996 – Fabricated Pipe and Pipe Fitting Manufacturing)

A5 Period of Performance

The base period of performance of this Subcontract is effective on December 18, 2025 and shall continue through April 30, 2030.

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 Indefinite Delivery, Indefinite Quantity (IDIQ) ceiling price shown below.

Subcontract Line Item Number Description IDIQ Ceiling Price

1 Argon Distribution Equipment $___________________ and Related Installation Services

B2. Fixed Price Task and Delivery Orders

Orders issued pursuant to this IDIQ will be of two types: (1) Task Orders (TO) which are issued when the performance of tasks/services is required and Delivery Orders (DO) which are issued when delivery of products/supplies is required. All Orders, whether TO or DO, will be issued on a firm-fixed price (FFP) basis. The FFP for each Task Order will be based on the service pricing rates in Attachment J-15.

TO may be performed at the Sanford Underground Research Facility (SURF) in Lead, South Dakota. Travel, if required, will be included in the FFP for the associated Task Order.

The Subcontractor shall submit a proposal for each Order that indicates the scope of the task, a list of proposed deliverables, date of review submittals, and the completion date for the task. These proposals will be in response to a request for proposal (RFP) provided by FRA. The pricing rates in Attachment J-15 shall be utilized to calculate a FFP for each TO proposal involving services (e.g. installation).

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

B3. Limitation of Liability for IDIQ Orders (This clause may apply to each 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/delivery orders. Such orders may be issued during the effective period stated in the Subcontract.

b. All 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. Orders shall be issued in writing. Task orders may be issued only by the FRA Procurement Specialist.

Orders The number of Task/Delivery Orders to be awarded under this Subcontract will depend upon the availability of funding and the guidelines as established by Attachment J-4 - Statement of Work.

This Subcontract has a minimum guaranteed value of $100,000 and an estimated maximum total value of $48,000,000, but not a minimum or maximum number of Task/Delivery Orders.

FFP Task Orders for Services Subcontractor shall submit a proposal for each Task Order that indicates the scope of the task, a list of proposed deliverables, date of review submittals, and the completion date for the task.

These proposals will be in response to the request for proposal (RFP) provided by FRA.

Subcontractor shall propose a firm fixed price for a Task Order, using the pricing rates in Attachment J-15. The Subcontractor’s Task Order proposal shall include a breakdown of the proposed FFP in sufficient detail for FRA to verify that the pricing rates in J-15 form the basis of the FFP.

B4.3 Ordering Limitations

a. The total maximum Subcontract value, defined as the sum of Subcontractor payment streams associated with all 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 orders under this IDIQ Subcontract and all orders are subject to the availability of funding.

B4.5 Requirements for Subcontractor’s Proposal for an Order

FRA will issue a Request for Proposal (RFP) for each order falling within the scope of this IDIQ Subcontract. The Subcontractor’s Task Order/Delivery Order proposals shall be fixed price. All proposals must include a breakdown that clearly demonstrates the total price is calculated using the pricing rates for each applicable labor classification as listed in Subcontract Attachment J-15.

The Subcontractor is responsible for the cost of preparing a proposal for each order in the form and with the content specified in the RFP.

B5. Availability of Funds

FRA intends to provide full funding for base award SLINs for Delivery Orders 1 and 2. At FRA’s discretion, future Orders may include the following provision:

Funds are not presently available for SLIN [To be determined] FRA’s obligation under any SLIN is contingent upon the availability of funds from which payment can be made. No legal liability on the part of FRA for any payment under SLIN [To be determined] may arise until funds for a particular SLIN are made available to the FRA Procurement Specialist for this Subcontract and the FRA Procurement Specialist notifies the Subcontractor in writing of such availability in a notice to proceed.

Section C - Description of Work

C1. Standards of Performance

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.

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.

C3 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-4.

Section D - Packaging and Marking

D1. Packaging and Marking

Packaging and marking of all material, drawings, or other items shall be in accordance with the applicable Delivery Order Statement of Work and applicable clauses in Section I of this IDIQ.

D2. Incoterms

All items shall be shipped FOB destination.

D3. Shipping Address

All items shall be shipped to the following address, or a nearby staging area, as directed by FRA:

FRA

630 E. Summit Street Lead, SD 57754

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 IDIQ Subcontract is from December 18, 2025 and shall continue through April 30, 2030. Orders may be issued at any time during the IDIQ period of performance.

Subcontract Line Item Number

(SLIN)

Description Period of Performance Performance Terms

1 Argon Distribution Equipment & Related Installation Services

December 18, 2025 – April 30, 2030

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

G3.2 Reserved mailto:apinvoices@fnal.gov mailto:APINVOICES@FNAL.GOV

G3.3 Milestone Payments Clause FRA shall pay the Subcontractor, upon the submission of proper invoices in accordance with any requirements from the clauses herein, the prices stipulated in each Delivery or Task Order for supplies delivered and accepted or services rendered and accepted, less any deductions provided therein.

a. Payment may be based on a Milestone Payment Schedule included in the terms of the applicable Delivery or Task Order. Milestone payments shall be made to the Subcontractor when requested at the completion of the stipulated performance milestones, upon the following conditions:

(1) Amount of Payments. Each milestone payment shall be the amount set forth in the Delivery or Task Order for completion of the respective milestone. The Subcontractor is required to submit with each request for payment, certification of the completion of the performance milestone for which the payment is requested. Other evidence, such as project deliverables, photographs, reports may be required by FRA. Subject to such other limitations and conditions as are specified in this Subcontract and this clause, the amount of payments and limitations on payments shall be specified in the Subcontract’s description of the basis for payment

(2) Substantiation of Milestone Completion. Verification of the completed milestone may be made by FRA or its designee(s) and may include visits to the Subcontractor’s facilities to verify work completed.

(b) Subcontractor request for milestone payment. The Subcontractor may submit requests for payment of milestone payments once each month or at more frequent intervals (if approved by FRA in writing), in a form and manner acceptable to FRA. Unless otherwise authorized by FRA, all milestone payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Subcontractor’s request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Subcontractor shall not be entitled to payment of a request for milestone payment prior to successful accomplishment of the event or performance criterion for which payment is requested.

FRA shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the Subcontract. FRA may, at any time, require the Subcontractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable. Verification of the completed milestone may be made by FRA or its designee(s).

(2) RESERVED

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

(d) RESERVED

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

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

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

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

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

(f) Title.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(j) Special terms regarding default. If this Subcontract is terminated under the Default clause, (1) the Subcontractor shall, on demand, repay to FRA the amount of milestone payments paid to Subcontractor, and (2) with respect to all property as to which the FRA elects not to require delivery under the default provisions of this Agreement, title shall vest in the Subcontractor upon repayment of milestone payments, and the FRA shall be liable for no payment except as provided by the default clause.

(k) Reservation of rights.

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

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

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

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

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

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

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

(1) The name and address of the Subcontractor;

(2) The date of the request for milestone payment;

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

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

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

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

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

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

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

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

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

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

3. Milestone Payment Schedule

Payments will be made in accordance with the milestone payments clause, and upon FRA’s approval of the Subcontractor’s certification required by the milestone payments clause, and in accordance with the milestone schedule included in the applicable Order.

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.

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. Reserved

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. Reserved

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

TO BE DETERMINED (TBD)

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. FRA Furnished U.S. Government Property

As applicable, Orders will list the Government Property to be received at the Subcontractor’s facility during the period of performance. Notwithstanding any provision to the contrary in the FRA General Terms and Conditions for Commercial Products or Commercial Services, Subcontractor is responsible for risk of loss for Government Property in its care, custody and control.

H8. Disposition of U.S. Government Property

All FRA Furnished U.S. Government Property and Subcontractor Acquired Property (SAP) shall be identified, utilized, accounted for, and protected in accordance with the property clause(s) in the Subcontract. Disposition of such property shall be as directed by the FRA Procurement Specialist. For such property, the Subcontractor shall submit, upon request, a completed Final Property Certification form, as incorporated herein or provided, confirming the property disposition.

H9 Additional Requirements

Subcontractor compliance with all the orders, regulations, plans, manuals, and other directives listed in the Statement of Work and in the Incorporated Documents is a material term of this Subcontract.

H10. Small Business Subcontracting Plan

The Subcontractor’s Small Business Subcontracting Plan is incorporated at Attachment J-10. (Attachment J-10 will be removed if the Subcontract is awarded to a small business.)

H11. 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-11. 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.

Section I - Subcontract Clauses

I1. General Clauses

The general terms and conditions for this Subcontract are as listed in Attachments J-1 through J-15. 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 (Combining Supplies and

Services Performed at SURF) For purposes of J-1, “Fermilab,” and “Fermilab site” include SURF

10/2023

J-2 Insurance Requirements for FRA Subcontracted Work at SURF— Risk Category 4

Rev. 02/2018

J-3 Risk Transfer Protocols for Contractors and Project Sponsors June 2016 J-4 LBNF/DUNE-US Argon Distribution Equipment Scope of Work and

Performance Specification 02/23/2024

J-4 (Order 1)

LBNF/DUNE-US Argon Distribution VJ Pipes & Valves Scope of Work and Performance Specification [Applicable to Delivery Order #1]

03/12/2024

J-4 (Order 2)

LBNF/DUNE-US Argon Distribution Uninsulated Pipes & Valves Scope of Work and Performance Specification [Applicable to Delivery Order #2]

03/12/2024

J-5 Exhibit A 7020 for Supply and Services SURF Leased Space Feb. 2024 J-6 Section 010010 General Requirements LBNF Argon Distribution

Equipment Installation Feb. 2024

J-7 Section 013300 Submittals LBNF Argon Distribution Equipment Feb. 2024 J-8 Section 014100 Quality Requirements Cryo Feb. 2021 J-9 Subcontractor’s Corporate Quality Control Plan TO BE DETERMINED J-10 Small Business Subcontracting Plan TO BE DETERMINED J-11 Sub-Tier Subcontractors and Outside Associates and Consultants TO BE DETERMINED J-12 Subcontractor’s Corporate ES&H Plan TO BE DETERMINED J-13 Section 013200 Project Schedule Feb. 2024 J-14 Service Contract Act, Wage Determination Number 2015-5377 Revision 26 dated 07/22/2024 J-15 Fixed Prices for Orders 04-25-2024

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. Proposal Response And Due Date And Time

A) Proposals shall be submitted via email to Jeremy Duncan at jeremyd@fnal.gov no later than 5:00 p.m. Central Daylight Savings Time on December 20, 2024

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 email with 1 scanned pdf copy of the Technical Proposal volume and 1 scanned pdf copy of the Price/Contractual Proposal volume.

L2. Inquiries And Questions

Direct all price/contractual and technical questions that you may have concerning this RFP in writing via email to jeremyd@fnal.gov. All inquiries and questions regarding this solicitation must be received no later than December 2, 2024, 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 email correspondence. The person designated below shall be the only contact for all inquiries regarding any aspect of this RFP and its requirements.

Fermi Research Alliance, LLC Attention: Jeremy R. Duncan LBNF 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 FRA receives proposals 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 email 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 are not binding on FRA.

L3. Explanation To Prospective Offerors

Any explanation desired by a prospective Offeror regarding the meaning or interpretation of the solicitation, drawings, specification, etc., must be requested with sufficient time to allow for a reply to reach all prospective Offerors before submission of their offers. Any information given to a prospective Offeror will be furnished to all mailto:jduncan@fnal.gov prospective Offerors if such information is necessary in submitting offers or if the lack of such information would be prejudicial to any other prospective Offerors.

Direct any question concerning RFP in writing to:

Jeremy Duncan Procurement Specialist jeremyd@fnal.gov 865-300-0443

L.4 Minimum Offer Acceptance Period

“Acceptance period,” as used in this provision, means the number of calendar days available to FRA for awarding a Subcontract from the date specified in this RFP. Once awarded a Subcontract, the Offeror agrees to perform in compliance with the Subcontract terms.

FRA requires a minimum acceptance period of 180 calendar days. An offer allowing less than FRA’s minimum acceptance period may be rejected.

L.5 Evaluation of Proposals

An Evaluation Team will evaluate the proposals. Offerors should be prepared to respond to requests by the Evaluation Team for responses and/or site visits deemed necessary to assist in the detailed evaluation process.

FRA may select Offerors for oral presentations, which may include on-site presentations at Fermilab in Batavia, IL.

The oral presentation must follow the structure of the written technical proposal. The on-site oral presentations will be evaluated and scored using the same technical criteria as the written proposals.

Failure to complete any section of the Proposal may render the proposal insufficient, and it may not be evaluated.

All items requested herein will be considered in the evaluation process. FRA reserves the right to award without discussions with Offerors. Accordingly, Offerors should submit their best proposals. However, FRA may contact any Offeror to to clarify issues with its submittals.

Proposals will be evaluated in accordance with this RFP. FRA shall evaluate proposals for award purposes without considering any conditions or contingencies. A competitive range will be established, and discussions may be held with the most highly rated Offerors.

L.6 Oral Presentations

FRA may elect to hold oral presentations. Offerors determined to be in the competitive range shall be invited.

Evaluators may use presentations to refine or revise their technical scores of the proposals. Offerors may be asked to submit a revised proposal based on the information presented during the oral presentations and the subsequent evaluation.

General Oral presentations will be evaluated in accordance with the Technical Evaluation Factors described in Section M.

The oral presentation and any interaction during the session shall be restricted to the Offeror’s proposal, requested scope of work, and the topics specified in the solicitation.

How FRA Will Conduct the Presentation Offerors will be given the same amount of time to prepare and present their oral presentation. FRA may ask questions to further understand the oral presentation.

Members of the Source Evaluation Board (SEB) and other non-voting advisors involved in the evaluation of offers will be present at the oral presentation.

Evaluators may use Offeror responses provided during oral presentations to refine the technical evaluation of the proposals.

The oral presentation may include discussions or negotiations of the proposal if specifically provided in the solicitation that the oral presentation will constitute discussions (as defined in FAR 15.102 (d) (6) and 15.102 (g)).

Offerors will be expected to present on the following areas:

Topic #1: Offeror’s Approach to Accomplish the Statement of Work (Including Delivery Orders 1 & 2) The Offeror shall describe their planned approach to completing Orders 1 and 2 as well as future tasks per the SOW. This section of the presentation should include, at a minimum, a discussion of the Offeror’s approach/plans regarding the following aspects of the work: pipeline design and segmentation, interconnection design, thermal insulation, underground installation plans, manufacturing approach, valves and instrumentation, materials, utility consumption estimates, plans for feasibility confirmation, plans for risk assessment, testing procedures, and shipping/handling.

Topic #2: Past Experience and Past Performance of the Project Team and Company Highlight completed large project experience, vacuum jacketed piping experience, uninsulated piping experience, and installation experience. Describe how this experience is similar to FRA’s Argon Distribution Equipment scope.

Topic #3: Environment, Safety & Health How Offeror’s ES&H Program meets the requirements stated in Attachment J-5 (Exhibit A 7020 for Supply and Services in SURF Leased Space)

Topic #4: Quality Assurance Highlight Offeror’s Quality Assurance Corporate Program and any certifications that are in place. Discuss your program fulfills the requirements in Attachment J-8 (Section 014100 Quality Requirements Cryo).

Scheduling FRA shall notify each Offeror of the date and time of its oral presentation as soon as practicable and will provide any other instructions needed.

Oral presentations will be held at the Fermi National Accelerator Laboratory in Batavia, IL, an alternate location, or virtually.

FRA reserves the right to reschedule the oral presentation at its discretion.

L.7 Service Contract Act Wage Determination:

The U. S. Department of Labor (DOL), Register of Wage Determination under the Service Contract Act, Wage Determination Number 2015-5377 Revision 24 dated 02/08/2024, is hereby incorporated as the current DOL Wage Determination for applicable task orders. The task order RFP will notify the Offeror of the applicability of the

Service Contract Act Wage Determination. The most current Wage Determination effective at the time of award will be incorporated in the resultant Task Order.

L.8 Acknowledgment Of Amendments To Solicitations

Offerors shall acknowledge receipt of any amendment to…