Complete_RFP_0000219_IT_Managed_Support_Services.pdf

REQUEST FOR PROPOSAL (RFP) 0000219

RFP No. 0000219

N3B Form 9072, Rev. 0, (05/18)

Project Name/Location RFP Number Los Alamos Legacy Waste Cleanup Project RFP – 0000219

RFP Issue Date Bid Due Date

11/07/2018 12:00 PM, Friday, November 20, 2018, MST Bidder Submissions of Proposal

Add Subcontract/Subcontractor’s Representative

Bidder shall submit Proposal electronically to Julie.Baer@em-la.doe.gov

Partial or incomplete Proposals will not be accepted

General Description of Scope of Work Contractor/Contractor’s Representative

Information Technology (IT) Managed Support Services

Newport News Nuclear BWXT-Los Alamos, LLC (N3B)

600 Sixth Street Los Alamos, NM 87544

Julie Baer, Subcontract Administrator

INSTRUCTIONS TO BIDDERS

1.0 SMALL BUSINESS SET-ASIDES: Not Applicable

1.1 NAICS Code and Small Business Size Standard

1.1.1 The North American Industry Classification System (NAICS) code for this acquisition is 541513

1.1.2 The small business size standard is $27.5 Mil.

2.0 GENERAL

2.1 Bidder is hereby invited to submit Fully Loaded Firm Fixed Unit Labor Rate proposal (the “Proposal”) to Contractor’s Representative, Julie Baer, via email, Julie.Baer@em-la.doe.gov or Federal Express for the work described herein, on or before _11/20/2018 @ 12:00 PM Mountain Time on the above stated Bid Due Date, with All its attachments complete.

2.2 All work MUST BE COMPLETED in accordance with the Period of Performance as dictated in the Statement of Work (SOW).

2.3 The Proposal shall take into consideration and be based upon these Instructions to Bidders and the Proposal Submission documents listed under Article 8.0 including all exhibits, appendices, and attachments thereto.

2.4 Contractor reserves the right to waive any informalities in or to reject any or all bids, to award the subcontract to other than the Bidder submitting the lowest evaluated bid, with or without notice or reasons, and if no Proposal is accepted, to abandon the Work or to have the Work performed in such other manner as Contractor may elect.

mailto:Julie.Baer@em-la.doe.gov

N3B Form 9072, Rev. 0, (05/18)

2.5 Contractor considers the names of other bidders, the bids, evaluations and ranking of bidders as confidential information to which Bidder or their agents are not entitled.

2.6 Partial or incomplete Proposals will not be accepted. Bidder will be informed whether or not its Proposal was successful.

2.7 Contractor will not be responsible for any costs or expenses incurred by Bidder in preparing and/or submitting the Proposal or otherwise during the proposal process.

2.8 Examination of RFP Documents: Bidder shall immediately verify that it has received all documentation by checking the contents of the RFP package against the documents identified in these Instructions to Bidders. If Bidder has not received all identified documentation, Bidder shall immediately notify Contractor’s Representative in writing.

3.0 The Subcontract Technical Representative (STR) for this project is:

Attn: Jason Moore Newport New Nuclear BWXT – Los Alamos, LLC 600 Six Street Los Alamos, NM 87544

4.0 COMMUNICATION

4.1 If Bidder finds any discrepancies in or omissions from the RFP Documents, or should the intent or meaning of such documents appear unclear or ambiguous, Bidder must notify Contractor by contacting Contractor’s Representative. Replies to such notices may be made in the form of Amendment to the RFP Documents which will be issued simultaneously to all invited Bidders in writing. Bidder must acknowledge receipt of all Amendment in its proposal.

Contractor will not be bound by, and Bidder must not rely on any oral interpretations or clarifications of the RFP Documents. Bidder shall submit any such notification to the Contractor’s Representative.

4.2 Deviations from these communication instructions may be cause for rejection of Bidder’s Proposal.

4.3 The RFP Number identified above must be included on the Proposal and any and all other written communication in connection with this RFP.

4.4 If you have any questions regarding the Request for Proposal documents or the Scope of Work please email your questions to Julie.baer@em-la.doe.gov no later than 11/16/18 12:00 PM MST.

5.0 PROPRIETARY INFORMATION

5.1 All documents included in this RFP, and any other information furnished to Bidder by Contractor shall remain, the property of Contractor and may not be copied or otherwise reproduced or used in any way except in connection with the Work, or disclosed to third parties, or used in any manner detrimental to the interests of Owner or Contractor.

5.2 Bidders are required to notify Contractor immediately of any solicitation or inquiry offering to

(a) improperly disclose confidential bid information (including evaluations of bid information), N3B Form 9072, Rev. 0, (05/18) or (b) improperly influence or affect the award of any contract associated with this Project.

Bidders are further required to notify Contractor immediately if they come into possession of confidential information (including evaluations of bid information). Failure to comply with the foregoing may result in the disqualification of the Bidder.

6.0 GOVERNING TERMS AND CONDITIONS

6.1

6.2.

Bidder's standard terms and conditions of sale will not be considered. Bidders must clearly identify any exceptions to the terms and conditions set forth in this RFP.

Bidder is instructed to read thoroughly the form of subcontract included in the RFP Documents and to submit its bids based strictly upon the same (without exceptions). As described in Paragraph 11.2, in addition to (but not in lieu of) such conforming bids, Bidder may submit an additional non-conforming bid that lists exceptions to the form of subcontract and sets forth the bid price attendant to the acceptance of such exceptions. All exceptions and clarifications are to be documented, separately.

7.0 PRICING CONDITIONS

7.1 Pricing, stated in U.S. Dollars ($), must be in accordance with the provisions of the RFP Documents. The blanks in the Forms included, as well as examples provided in the RFP documents must be completed and returned as part of Bidder’s Proposal.

7.2 Proposal validity period shall be a minimum of 120 days after the Bid Due Date

7.3 All pricing must be firm for the duration of the Subcontract.

7.4 A proposal with quoted fully loaded fixed unit labor rates must include all costs for procurement, Lower Tier Subcontractors, documentation, testing and any and all items of expense, fees, taxes, duties, overhead and profit for Bidder’s full and complete performance of the Work.

7.6 All pricing information requested in this RFP must be provided. Failure to comply with this requirement may result in rejection of the Proposal. Contractor reserves the right to request and have Bidder furnish a further breakdown of the Contract Price for accounting and progress payment purposes. This request may be made after the Contract Price has been finalized with the Successful Bidder.

7.7 The Successful Bidder will be responsible for acquiring any and all contractor’s license(s), business license(s), etc. and any/all permits required to perform the Work.

7.8 In the case of any discrepancy between words and figures, the words shall prevail and in the case of errors in addition or extension, the unit prices (if any) quoted shall prevail.

7.9 REGIONAL PURCHASING PRICING PREFERENCE

In accordance with N3B Prime Contract with DOE, N3B will maximize procurement opportunities for Northern New Mexico (NNM) small business concerns by providing a Regional Purchasing Pricing Preference in acquisitions. The price preference will be given by adding a 5% adjustment factor to the proposed total price/cost, including priced options, of those offerors whose businesses do not meet the definition of a NNM small business concern.

N3B Form 9072, Rev. 0, (05/18)

A NNM small business concern is a small business that is actively engaged in doing business in NNM, has an operative business location in NNM, and uses labor from NNM. NNM includes the counties of Taos, Santa Fe, Rio Arriba, Sandoval, Mora, San Miguel, and Los Alamos, and the eight regional Pueblos of Nambe, Picuris, Pojoaque, San Ildefonso, Ohkay Owingeh (formerly known as San Juan), Santa Clara, Taos, and Tesuque.

If a business claims to be a NNM small business concern, it must demonstrate to N3Bs’ satisfaction when requested. As a minimum requirement, submission of its bid/offer shall ensure that:

(1) it has been properly authorized to do business and has been operating in NNM with a staff of three or more full time equivalent employees (of which 51 % must reside in NNM), and that it currently has a facility in NNM that can support the business activity contemplated by the Statement of Work I Scope of Work; or

(2) it has historically operated in NNM with two or less full time equivalent employees who reside in NNM, it is independently owned (i.e., its owner(s) exercise(s) close control over operations and decisions which are not subject to control or the power to control by others), its majority ownership interest is held by residents of NNM, it has been properly authorized to do business in NNM and it currently has a facility in NNM that can support the business activity contemplated by the Statement of Work / Scope of Work.

8.0 PROPOSAL SUBMISSION

The Proposal must be submitted in writing utilizing the Forms provided herein. Failure to provide the information in strict accordance with the format and the detail required in the Forms is grounds for rejection of the Proposal. Submission of the Proposal with the RFP number 00000219 clearly displayed and delivered to the Contractor’s Representative identified above via email, and shall include the following completed forms and other information. Your proposal should contain your best terms from a cost/price and technical standpoint and include all available discounts and/or governmental pricing. Submit your proposal in two (2) volumes as described below:

8.1 Commercial Proposal Volume (i.e. business, administrative, pricing information) shall include, but not be limited to, and demonstrating the following:

8.1.1 Proposal letter – proposal by joint ventures, consortia, associations or partnerships shall designate one single participant to represent all those forming the offering entity, and shall list the full names and addresses of all participants in the offering entity. The name of the signatory shall be types or otherwise clearly imprinted below each signature and a corporate Offeror shall state its place of incorporation. Evidence of the signatory’s authority shall be included, if the offering entity is a joint venture, consortia, association or partnership.

8.1.2 Bidder’s proposed organization chart, and copies of resumes for all key personnel to be assigned to the Work, i.e., managers, superintendents, safety, quality control, etc. The organization chart must identify any "agency" personnel (i.e. non-permanent employees) identified as key personnel.

8.1.3 Representations and Certifications - If an offering entity is a joint venture, consortia, association or partnerships, each member must submit individual Representations and Certifications. The successful Offerors submittal may be incorporated into a resultant subcontract. Registration in System for Award Management (SAM) as applicable.

8.1.4 Exhibit “C” – Schedule of Subcontractor Labor Rates

8.1.5 Exhibit “J”- Insurance Requirements

N3B Form 9072, Rev. 0, (05/18)

8.1.6 Price will be evaluated from Exhibit C: Schedule of Subcontractor Labor Rates, Grand Total Years 1-5.

8.2 Technical Proposal Volume (i.e. technical information on how the scope of work will be performed/accomplished) shall include, but not be limited to, demonstrating the following:

8.2.1 DOE IT experience: Breadth of demonstrated ability to work with DOE contractors:

8.2.1.1 Successful performance of IT services for DOE contractor organizations.

8.2.1.2 Knowledgeable about DOE staffing requirements, such as security and citizenship requirements.

8.2.1.3 Knowledge of cyber security requirements as it pertains to the various IT disciplines.

8.2.1.4 Overtime billed as straight time.

8.2.2 Demonstrate Recruitment & Retention:

8.2.2.1 Ability to staff expediently: Offerors with shorter recruiting and onboarding timeframes will be rated higher.

8.2.2.2 Strategies to retain staff.

8.2.3 Provide sample resumes/demonstration of work to be performed/supported:

8.2.3.1 Demonstrated understanding of staffing requirements highlighting DOE experience for each labor category leading to competent performance.

9.0 BASIS OF AWARD

9.1 Award will be made based on the Lowest Price Technically Acceptable Offeror meeting the following criteria:

9.1.1 DOE IT experience: Breadth of demonstrated ability to work with DOE contractors:

9.1.1.2 Successful performance of IT services for DOE contractor organizations.

9.1.1.3 Knowledgeable about DOE staffing requirements, such as security and citizenship requirements.

9.1.1.4 Knowledge of cyber security requirements as it pertains to the various IT disciplines.

9.1.1.5 Overtime billed as straight time.

9.1.2 Recruitment & Retention:

9.1.2.1 Ability to staff expediently: Offerors with shorter recruiting and onboarding timeframes will be rated higher.

9.1.2.2 Strategies to retain staff.

9.1.3 Sample resumes/demonstration of work to be performed/supported:

N3B Form 9072, Rev. 0, (05/18)

9.1.3.1 Demonstrated understanding of staffing requirements highlighting DOE experience for each labor category leading to competent performance.

9.1.4 Price is less significant than all non-price factors combined.

9.2 N3B is the determining authority for selection and award.

9.4 N3B reserves the right to clarify inconsistencies and enter discussions with bidders to address ambiguities.

9.5 N3B reserves the right to make no, one, or multiple awards based on this solicitation.

9.5 Before making a final SUBCONTRACTOR selection, N3B may conduct an interview with the key SUBCONTRACTOR individual assigned to manage this effort, to confirm overall qualifications and capabilities. This may be completed via telephone conference call.

10.0 SIGNATURE REQUIREMENTS

10.1 Bidder's proposal must be signed by Bidder’s duly authorized officer. If Bidder is a corporation, the Proposal must be signed in its name and on its behalf by a duly authorized signatory officer of the corporation. The office held by the signing officer must be included.

10.2 If Bidder submits a proposal as a partnership or joint venture, Bidder must submit with its proposal, a "Power of Attorney" executed by all of the general partners or members of the joint venture designating and appointing one of the general partners or members of the joint venture as a "Management Sponsor", and authorizing the Management Sponsor to sign the proposal on Bidder’s behalf, to act for and bind Bidder in all matters relating to the Proposal and, in particular, to agree that each partner or member of the joint venture is jointly and severally liable for any and all of the duties and obligations assumed by Bidder under the Proposal and the Contract, if awarded. The Proposal must be signed on behalf of the partnership or joint venture in its legal name by the Management Sponsor. Contractor will only accept unified sums, rates, prices, or conditions and will not accept sums, rates, prices or any conditions which differ between individual parties of a partnership or joint venture.

10.3 When requested by Contractor, satisfactory evidence of the authority of any signatory of Bidder must be furnished.

11.0 EXCEPTIONS AND DEVIATIONS

11.1 Except as provided for below in paragraph 12.2, no deviations to any technical requirements of the RFP Documents shall be made. Failure to comply with this condition may result in rejection of your proposal. All exceptions should be explicitly identified in Bidder’s Proposal.

11.2 If bidder determines it would be advantageous to Contractor to deviate from the technical requirements, conditions and provisions set forth in the RFP, Bidder may present such deviations as an "Alternative Proposal" together with the base Proposal as required herein.

Bidder’s Alternative Proposal must explain in full detail the nature and extent of the proposed deviation and the resultant impact on the prices, schedules or any other aspect of Bidder's Proposal. Such deviations, if any, must be clearly identified and listed in a separate section of the Proposal devoted explicitly to that purpose. Consideration of any alternate proposal will be at Contractor's sole discretion.

N3B Form 9072, Rev. 0, (05/18)

11.3 The submission of a Proposal indicates acceptance by Bidder of all terms, conditions and requirements contained herein.

11.4 During the Proposal evaluation, Contractor is not responsible for identifying or resolving any deviations that may be contained in the Proposal. The only deviations recognized will be those mutually agreed upon and included in the Contract.

12.0 INSURANCE

12.1 Refer to Exhibit J for insurance requirements.

12.2 Bidder shall provide a copy of its insurance certificate with the Proposal indicating Bidder’s standard coverage.

12.3 Bidder shall provide a written statement from its insurance provider indicating Bidder’s ability to provide the required insurance coverage. The additional cost, if any, to furnish the Project-specific insurance over Bidder’s standard insurance coverage shall be listed separately in Bidder’s Proposal.

13.0 SCOPE OF WORK AND TECHNICAL DOCUMENTS

13.1 The Exhibit D, Scope of Work and applicable Technical Documents are identified in the RFP Documents.

15.0 RFP DOCUMENTS

15.1 The following documents are the “RFP Documents”:

Draft Master Services Agreement No. 0000219

Exhibit A: Prime Contract Flowdown Clauses (N3B FORM 9055)

Exhibit B: N3B General Terms and Conditions

Exhibit C: Schedule of Subcontractor Labor Rates

Exhibit D: Technical Specifications, Statement of Work

Exhibit F: Environmental, Safety, and Health

Exhibit G: Physical Security Low Risk Security Requirements

Exhibit H: (Intentionally Omitted)

Exhibit J: Insurance (N3B FORM 9060)

Exhibit K: Confidential Information Agreement

Exhibit L: (Intentionally Omitted)

Exhibit M: Task Order/Work Authorization (N3B FORMs 9078 & 9077)

Vendor Maintenance Forms, Representations and Certifications, ACH Authorization Agreement

N3B Form 9072, Rev. 0, (05/18)

Signature of Representative: ______________________________________

Name of Representative: __________________________________________

Name of Company: _______________________________________________

Date: ___________________________________________________________

END OF INSTRUCTIONS TO BIDDERS

DRAFT MASTER SERVICES AGREEMENT

No. 0000219

BETWEEN

N3B

AND TBD

PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18)

DRAFT MASTER SERVICES AGREEMENT

BETWEEN

N3B

AND

TBD

AGREEMENT NO. PO-0000219

FOR

Information Technology (IT) Managed Support Services

BETWEEN

N3B

AND TBD

PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18)

THIS MASTER SERVICES AGREEMENT (“Agreement”) No PO-0000219 (together with the Attachments hereto) dated and effective as of TBD (the “Effective Date”), is hereby made and entered into by and between Newport News Nuclear N3B-Los Alamos, LLC (N3B) (hereafter “Contractor”), having a place of business located at 600 6th Street, Los Alamos, NM 87544 and TBD (hereinafter “Subcontractor”) having a place of business located at TBD (each a “Party” and collectively, the “Parties”).

WHEREAS, Contractor has entered into an agreement (the “Prime Agreement”) with the Department of Energy (the “Owner”) to manage and operate the Los Alamos Legacy Waste Cleanup (LLCC) Project (the “Project”);

WHEREAS, Contractor desires to subcontract for certain services to support its performance of the Prime Agreement to Subcontractor; and

WHEREAS, Subcontractor desires to perform such subcontracted services for Contractor.

ORDER OF PRECEDENCE: In the event of any conflict, variation or inconsistency between any provisions of the Subcontract Documents, as they may be amended from time to time, Subcontractor shall promptly notify Contractor of such conflict and the following order of precedence shall apply: (1) amendments to the “Subcontract Order”; (2) the document entitled “Subcontract Order” issued by Contractor to Subcontractor in connection with the Project; (3) Prime Contract Flowdowns; (4) General Conditions; (5) scope of work, drawings, specifications and other Subcontract Documents. In the event of any conflict, variation or inconsistency between any provisions of the Subcontract Documents within (5) in the preceding sentence, Contractor shall be notified, but the provision imposing the more or most stringent requirement as the case may be shall govern, unless otherwise stipulated by Contractor in writing.

NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants and agreements contained herein, the Parties agree as follows:

1. SERVICES TO BE RENDERED

1.1 Subcontractor agrees to undertake and perform certain services in the area of providing Information Technology (IT) Managed Support Services associated with the Project in accordance with the terms and conditions contained herein, as may be requested by Contractor in writing from time to time.

1.2 The Services to be performed and the schedule for performance for each task shall be described in one or more authorizations issued to Subcontractor by Contractor.

1.3 The value of this Agreement is TBD. Orders may be placed on a labor hour or fixed price basis.

1.4 As full consideration for performance of the Work, Contractor will pay Subcontractor for its actual costs incurred at the rates set forth in Attachment C. The total amount expended by Subcontractor shall not exceed $TBD without the prior written approval of Contractor.

1.5 Limitation of Funds

The Master Services Agreement specifies the amount presently available for payment by

BETWEEN

N3B

AND TBD

PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18)

CONTRACTOR and allotted to this subcontract and the period of performance it is estimated that the allotted amount will cover. CONTRACTOR will allot additional funds incrementally to the subcontract up to the full subcontract price provided funds are made available by GOVERNMENT.

SUBCONTRACTOR agrees to perform or have performed work or services up to the point at which the total amount paid and payable approximates, but does not exceed the total amount actually allotted.

SUBCONTRATOR shall notify CONTRACTOR in writing whenever it has reason to believe that the costs it expects to incur under this subcontract in the next 30 days, when added to all costs previously incurred, will exceed 80% of the total amounts so far allotted. Upon notification CONTRACTOR will allot additional funds or may suspend or terminate the subcontract in accordance with its terms.

SUBCONTRACTOR is no obligated to continue performance or otherwise incur costs in excess of the allotted amount, except if required in accordance with our N3B General Terms and Conditions.

If the allotted amount is increased in accordance with subcontract milestone and completion dates of the subcontract, SUBCONTRACTOR shall complete all funded work or services. Change Order shall not be a considered an authorization to exceed the allotted amount unless they contain a statement increasing the amount allotted.

If CONTRACTOR does not allot fund in accordance with subcontractor milestones and completion date in a timely manner, then the subcontract shall be deemed to be terminated for convenience by Contractor.

1.6 Option to Extend the term of this subcontract:

The Contractor may extend the term of this subcontract for up to four (4) years beyond the initial term of 12 months. The Contractor may extend the term of this subcontract by giving written notice to Subcontractor by the date specified as the expiration date of this subcontract. Contractor shall attempt to give Subcontractor preliminary written notice of its intent to extend the term of this subcontract at least 15 days before the then current expiration date; however, the preliminary notice shall not be a commitment by Contractor to extend the term of this subcontract. Failure to provide the preliminary notice at least 15 days before the current expiration date does not prevent Contractor from the exercise of an option. The exercise of an option to extend the term of this subcontract shall be accomplished by a unilateral written modification issued by Contractor.

The term of this subcontract may be extended pursuant to this clause for up to Fourth-Eight (48) Months beyond the initial term. Such extension may be made from time to time or in one modification.

However, the total duration of this subcontract, including the exercise of options under this clause, shall not exceed Sixty 60 Months.

2. PAYMENTS FOR SERVICES

2.1 In consideration for providing those Services as specified in a Task Order Authorization issued hereunder, Contractor shall pay Subcontractor pursuant to the rates and charges established Price Schedule and as set forth in each Task Order Authorization Issued.

BETWEEN

N3B

AND TBD

PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18)

2.2 If Subcontractor is a US person (a US individual, corporation, partnership, trust, etc.), Subcontractor must provide to Contractor a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification, or be subject to backup withholding as required by Federal law.

2.3 If Subcontractor is a foreign person (a foreign individual, corporation, partnership, trust, etc.), Subcontractor must provide to Contractor the appropriate Form W-8, or Form 8233 (for non-resident alien individuals providing independent personal services in the US), completed and signed, so Contractor can determine the proper withholding tax as required by Federal law.

2.4 Subcontractor shall be responsible for all reporting and payment obligations with respect to (I) Subcontractor’s personnel relating to worker’s compensation insurance, Social Security, state and federal unemployment insurance, medical-hospital insurance, salary continuation insurance, pension plan costs, and pro rata allowances for vacation and sick leave pay, as well as all other employee benefit programs and (ii) the payment of all sales and use taxes which are measured by the value of Services performed under this Agreement and the applicable Task Order Authorization. Subcontractor shall, when requested by Contractor, furnish Contractor with evidence in a form and substance satisfactory to Contractor that Subcontractor has been paid amounts owed under this Agreement and that all liens and claims have been waived to the extent permitted by law.

2.5 Subcontractor shall render invoices monthly for Services performed during the previous calendar month. All invoices shall reference this Agreement (including any applicable GSA Number) and, if applicable, the specific subcontract task number pertaining to the approved Work Authorization. Payment terms will be net thirty (30) days on all invoiced amounts. Contractor and Subcontractor shall promptly attempt to effect a resolution of any dispute concerning an invoice submitted by Subcontractor and Subcontractor shall provide Contractor with a corrected invoice or additional supporting documentation as necessary. Contractor may withhold payment of that portion of an invoice disputed by Contractor until the dispute has been resolved. Notwithstanding anything to the contrary in this Agreement, Contractor shall pay Subcontractor the undisputed portion of any invoice only after Contractor receives corresponding payment from Owner.

2.6 Subcontractor agrees to submit invoices that align with the N3B accounting calendar which ends on Friday of each week for subcontractors. Invoices will be based on whole weeks of 4 weeks or 5 weeks closely aligned to the end of each calendar month. N3B will provide a billing calendar to the contractor each year, Subcontractor agrees to bill based on this billing calendar. Invoices will include a summary of charges by individual by week and the supporting details (timesheets, receipts, per diem and other allowable cost detail) by week.

2.7 Subcontractor agrees to submit invoices that align with the N3B accounting calendar which ends on Friday of each week for subcontractors. Invoices will be based on whole weeks of 4 weeks or 5 weeks closely aligned to the end of each calendar month. N3B will provide a billing calendar to the contractor each year, Subcontractor agrees to bill based on this billing calendar. Invoices will include a summary of charges by individual by week and the supporting details (timesheets, receipts, per diem and other allowable cost detail) by week.

2.8 N3B will provide accurate and timely billing to DOE based on information provided by the Subcontractor. Therefore, Subcontractor will have a very rigid time reporting and expense reporting systems that provides information on a timely basis to support accurate billing to N3B. If an adjustment

BETWEEN

N3B

AND TBD

PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18) to a prior period invoice is required, the adjustment will be submitted on a separate invoice with all supporting details including an explanation of the differences from the weekly invoice information previously submitted. Adjustments will be the exception and may require additional review time before the invoice is acceptable to N3B.

2.9 Subcontractor will submit weekly time reports by individual labor category cross referenced by name to N3B. Initially, time reports are to be submitted through one of two mechanisms provided by N3B. These time reports are submitted to the N3B manager no later than 10:00 a.m. local time every Monday. N3B provides either electronic time reporting system through Costpoint as the official record or a paper time report when access to Costpoint time and labor isn’t accessible. It is the intent of N3B to have all Subcontractor time reports submitted electronically, Subcontractor agrees to provide time reports as requested by N3B.

2.10 Invoices shall be submitted as follows:

accountspayable@em-la.doe.gov

An N3B EFT form maybe send with Vendor Maintenance form attached.

3. RESPONSIBILITY FOR SERVICES

3.1 Subcontractor shall perform the Services in accordance with the highest degree of care, diligence, professional skill, practices and judgment that is exercised by recognized professionals in his/her/its field of expertise with respect to services of a similar nature, and Subcontractor shall be responsible for the professional quality, technical accuracy, and completeness of all Services furnished under this Agreement. Subcontractor warrants that such Services shall be free of error or omission, and shall conform to any requirements specified in the applicable Task Order/Work Authorization, and shall not result in or contribute to any infringement of any patent, copyright, trademark or other intellectual property right. In the event that Contractor determines that Subcontractor’s Services have failed to meet any of the above standards, Subcontractor agrees, upon written notice from Contractor, to correct the faulty portion of the Services and that it shall be responsible for all resulting damages and losses, regardless of whether resulting wholly or only partially there from, all at no cost to Contractor and all without prejudice to any other right or remedy. Subcontractor understands that Contractor will rely on the data, findings and recommendations obtained from the Subcontractor under this Agreement. Any and all tools, materials and instruments required to perform the Work shall be furnished by Subcontractor.

4. SAFETY

4.1 Subcontractor acknowledges that safety is of prime importance to Contractor and Owner, and Subcontractor shall cooperate with Contractor and Owner in efforts to prevent injuries to personal and to comply with all applicable safety rules and regulations.

mailto:accountspayable@em-la.doe.gov

BETWEEN

N3B

AND TBD

PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18)

5. INSURANCE

5.1 Subject to written variation by Contractor in an applicable Task Order/Work Authorization, Subcontractor shall effect and maintain during the performance of Services under a Task Order/Work Authorization the insurance coverage’s as identified in Exhibit J.

6. INDEMNITY

6.1 Subcontractor shall indemnify, defend, and hold Contractor, Contractor’s affiliated companies, Owner, and each of Contractor’s/their respective agents, successors, assigns, and any and all officers, directors, shareholders, employees or representatives of any of the foregoing (“Indemnified Parties”), harmless from and against any and all loss, claim, liability, penalty, fine, cost (including also attorney’s fees) or expense, including but not limited to any and all property damage and any and all personal injury, including death (“Damages”), in the event such Damages to any extent whatsoever arise from or relate to any act or omission of Subcontractor, its employees or affiliates in connection with the Services, except only to the extent of Contractor’s sole negligence, subject to applicable law, whether based on contract, tort, negligence, strict liability, delay, warranty, indemnity, error and omission, or otherwise.

Subcontractor waives any right to assert any immunity from or limitation of any of these obligations under any workers’ compensation or other employee benefit or disability statute.

7. WAIVER OF CONSEQUENTIAL DAMAGES

7.1 Notwithstanding anything to the contrary in this Agreement or a Task Order/Work Authorization, Contractor shall in no event be liable, whether based on contract, tort, negligence, strict liability, delay, warranty, indemnity, error and omission, or otherwise, for any consequential, special, incidental, indirect, exemplary, punitive or multiple damages, or damages arising from or in connection with loss of use or loss of revenue or profit and Subcontractor hereby releases Contractor from any such liability.

8. CHANGES

8.1 Contractor may from time to time modify, extend, enlarge, reduce, shorten or terminate the Services and/or schedule under a Task Order Authorization by written instructions to Subcontractor. In the event Contractor requires Subcontractor to perform additional Services, or make other modifications to the Services, Subcontractor’s compensation, the schedule and any other relevant terms and conditions of the relevant Task Order Authorization shall be subject to mutual negotiation.

9. INDEPENDENT SUBCONTRACTOR

9.1 Subcontractor is an independent contractor. Neither Subcontractor, nor any of its employees, are or shall be deemed to be agents or employees of Contractor or Owner. Subcontractor has sole authority and responsibility to employ, discharge or otherwise control its employees.

10. CONFLICT OF INTEREST

10.1 Subcontractor represents that performance of the Services does not create any conflict of interest with Subcontractor’s other business undertakings, and Subcontractor agrees not to undertake any other assignment from any third party that might create an actual or apparent conflict of interest with performing the Services for Contractor.

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AND TBD

PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18)

11. COMPLIANCE WITH LAWS

11.1 The Services and Subcontractor’s performance thereof shall comply with all applicable Federal, State and local laws, rules, regulations, codes, etc. In addition, Subcontractor shall comply with all work rules and restrictions established at or for the site of the Services by Contractor or Owner. Subcontractor agrees to indemnify, defend and hold the Indemnified Parties harmless from and against any and all Damages based on or arising out of, in whole or in part, from any violation or alleged violation of law or any noncompliance by Subcontractor under this Article 11, whether based on contract, tort, negligence, strict liability, delay, warranty, indemnity, error and omission, or otherwise.

12. OWNERSHIP OF DOCUMENTS / WARRANTY OF TITLE

12.1 All documents originally prepared by Subcontractor or its subcontractors in the performance of Services under a Task Order/Work Authorization and to be provided to Contractor are "works made for hire" for Contractor under the Copyright Act of 1976, as amended. Contractor shall acquire all right, title and interest in any such document, whether delivered to Contractor or not, and Subcontractor hereby assigns, and will cause each of its subcontractors to assign, to Contractor all right, title and interest in any such document and the copyright therein. Contractor shall have the unrestricted right to use and disclose such information in any manner and for any purpose without any further payment or compensation.

12.2 Subcontractor warrants and represents that any document furnished by Subcontractor or any of its subcontractors in the performance of Services under a Task Order/Work Authorization do not infringe any patent, copyright, trademark or other third party intellectual property rights. Subcontractor shall indemnify, defend and hold the Indemnified Parties harmless from and against any Damages arising out of or relating to any claim of infringement in connection with any document furnished by Subcontractor or its subcontractor in the performance of Services under a Task Order/Work Authorization, subject to applicable law, whether based on contract, tort, negligence, strict liability, delay, warranty, indemnity, error and omission, or otherwise.

13. TERMINATION/SUSPENSION

13.1 Contractor shall have the right (in its sole and absolute discretion) to terminate for its convenience this Agreement or any Task Order/Work Authorization prior to completion of the Services thereunder delivery of written notice to Subcontractor, or upon death or disability of Subcontractor or of any key person performing any Services under a Task Order/Work Authorization. Subcontractor shall stop all Services on the date specified in such notice. In any such event, Contractor shall pay Subcontractor all undisputed amounts due up to the effective date of termination.

13.2 Contractor shall have the right (in its sole and absolute discretion), at any time, to suspend for its convenience performance of all or any part of the Services by giving written notice to Subcontractor.

Subcontractor shall stop all Services on the date specified in such notice. Such suspension may continue for a total cumulative aggregate period of up to twelve (12) months after the effective date of suspension during which period Contractor may request, in writing, Subcontractor to resume performance of the Services. A suspension of Services by Contractor may be the basis for a change pursuant to Article 8.

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Form 9096, Rev. 1, (06/21/18)

14. CONFIDENTIALITY

14.1 Subcontractor shall preserve the confidentiality of all information provided by Contractor or Owner or developed or furnished by Subcontractor under this Agreement, and shall restrict the use thereof to those within its organization requiring such use in order to perform the Services. When required by Contractor, Subcontractor shall require its employees and subcontractors, if any, to enter into appropriate similar non-use and non-disclosure agreements. The above restrictions shall not apply with respect to: a) information which is or becomes generally available to the public other than as a result of violation of this Article 14;

b)written information disclosed to Subcontractor hereunder which was in Subcontractor’s possession prior to such disclosure and which was not acquired under an obligation of confidentiality directly or indirectly; c) information received by Subcontractor, from a third party, after the time of first disclosure hereunder and without any obligation of confidentiality directly or indirectly; or d) information which is required by appropriate legal authority to be disclosed (but only to the extent of such requirement).

14.2 Contractor and Subcontractor agree that in the event of a breach of the confidentiality provisions in this Article 14, Contractor shall be entitled to equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or in equity.

14.3 In the event the Parties have a separate confidentiality agreement, the more stringent provisions shall apply, notwithstanding Article 17.2.

15. TERM

15.1 Unless otherwise specified, the term of this Agreement is estimated to start on December 1, 2018 (TBD) through November 30, 2019 (TBD) subject to earlier termination as herein provided. Any Services performed under an existing Task Order/Work Authorization after the expiration of this Agreement shall continue to be governed by the terms of this Agreement.

16. LIENS

16.1 Subcontractor shall pay when due all labor and material bills, if any, arising from performance of the Services, keep the premises free from any liens, and indemnify, defend and hold the Indemnified Parties harmless from any Damages arising out of any liens or claims for payment, if any, arising from performance of the Services. Should any lien or notice of lien be filed by any person performing labor or furnishing material to the Subcontractor, Contractor shall have the option to (a) retain a sufficient sum to pay and discharge such obligation, or (b) pay and discharge such lien without regard to its validity and to collect from Subcontractor all costs including reasonable attorney’s fee for discharging such lien. In lieu of (a) or (b) above, the Subcontractor at its option may furnish an indemnity bond, approved by Contractor, at Subcontractor’s cost.

17. GENERAL

17.1 Contractor and Subcontractor each represent and warrant that this Agreement has been duly authorized, executed and delivered and constitute its binding agreement enforceable against it.

17.2 Subcontractor shall maintain true and correct records of all reimbursable costs (in accordance with generally accepted accounting principles applied on a consistent basis) pertaining to Subcontractor’s Services under this Agreement and all transactions related thereto, and shall retain all such records for

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PO-000000219 – Information Technology (IT) Managed Support Services Date 11/06/2018

Form 9096, Rev. 1, (06/21/18) a period of four (4) years from the date of their preparation, or such longer period as may be required by law. Contractor may from time to time make an audit of all records of Subcontractor in connection with the Services rendered under this Agreement. Contractor shall be permitted to make such audits for a period of four (4) years from the date of the preparation of the applicable records, or such longer period as may be required by law. Subcontractor shall assist Contractor in making the above audits. In the event an audit by Contractor results in disallowance of costs, any overpayment that has been made to Subcontractor will be immediately reimbursed by Subcontractor to Contractor.

17.3 This Agreement and Task Order/Work Authorization may not be assigned by Subcontractor in any way, including by operation of law, unless otherwise mutually agreed to in writing, and any such attempted non-authorized assignment shall be null and void and of no force or effect.

17.4 Notices shall be effective hereunder as follows only if in writing and addressed to the Party designated in this provision: (1) upon delivery, if delivered personally to the Party; (2) upon transmission, if transmitted to the facsimile number of the Party; and (3) two business days after posting by registered or overnight mail (postage prepaid). The acceptable addresses for each Party to whom notices are to be delivered are as follows:

CONTRACTOR: N3B

Attention: Julie Baer

600 Sixth Street

Los Alamos, NM 87544

Email: Julie.baer@em-la.doe.gov

Phone: 505-551-2363

SUBCONTRACTOR: TBD

Attention:

Email: ______________

Phone: ________

17.5 All contract issues and matters of law will be adjudicated in accordance with the laws of the State of New Mexico, excluding any provisions or principals thereof which would require the application of the laws of a different jurisdiction, unless the Parties mutually agree in writing to apply the laws of a different jurisdiction. In the event a dispute arises between Contractor and Owner in connection with the Prime Agreement, Contractor shall have the right to implead Subcontractor into the dispute resolution proceeding and Subcontractor hereby consents and agrees to any such impleader.

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N3B

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Form 9096, Rev. 1, (06/21/18)

17.6 The terms and conditions of this Agreement shall prevail, notwithstanding any variance with any document submitted by Subcontractor whether formally rejected by Client or not. This Agreement may be modified only by amendment when signed by each Party. In the event that any one or more of the provisions of this Agreement shall be found to be illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such term or provision shall be deemed stricken only to the extent and in the jurisdictions necessary for compliance with applicable law. In such a case Contractor and Subcontractor shall meet in a good faith effort to amend this Agreement so that it will comply as nearly as is then legally possible with its original provisions.

17.7 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than Contractor or Subcontractor.

17.8 The headings in this Agreement are for convenience only, and shall not affect the interpretation hereof.

17.9 The provisions under the Articles for Responsibility for Services, Confidentiality, Limitation of Liability, Insurance, Waiver of Consequential Damages and Indemnity and any other provisions of this Agreement and/or Task Order/Work Authorization(s) providing for limitation of or protection against liabilities between the Parties hereto shall survive termination of this Agreement and/or completion of the Services hereunder.

17.10 This Agreement and any executed Task Authorizations supersede all prior written and/or oral contracts and agreements that may have been made or entered into between Contractor and Subcontractor regarding the subject matter hereof, including but not limited to any and all proposals, oral or written, and all communications between the Parties relating to this Agreement or any Task Order/Work Authorization, and constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

No amendment to this Agreement or any Task Order/Work Authorization shall be enforceable unless in writing and signed by both Parties hereto. Subcontractor shall have accepted this Agreement, provided that Subcontractor has received this Agreement and either a) received payment; or b) started performance of the services.

18. FOREIGN NATIONALS

As used in this article, the term “Foreign National” is defined to be a person who was born outside the jurisdiction of the United States, is a citizen of a foreign nation and has not been naturalized under U.S.

law.)

18.1. The Subcontractor shall obtain the approval of Procurement Representative, in writing, prior to any visit to a DOE or Contractor Operated facility by any Foreign National in connection with work being performed under this Subcontract, in accordance with the requirements of DOE Order 142.3, Unclassified Foreign Visits and Assignments Program. Visits are normally for the purpose of technical discussions, orientation, observation of projects or equipment, training, Subcontract service work, including delivery of materials, or for courtesy purposes. The term visit also includes officially-sponsored attendance at a DOE or Contractor event offsite from DOE/SRR facility, but does not include offsite events and activities open to the general public. Subcontractor should be aware that required forms and documents necessary for approval of visits by Foreign Nationals should be submitted to the Contractor Procurement

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Form 9096, Rev. 1, (06/21/18)

Representative at least four (4) to six (6) weeks prior to the visit, depending on the nationality of the individual and the areas to be visited. Forms can be obtained from the Procurement Representative.

18.2. In addition, the Subcontractor shall obtain the approval of the Contractor Procurement Representative, in writing, prior to the employment of, or participation by, any Foreign National in the performance of work under this Subcontract or any lower tier Subcontract at off-site locations. Such approvals will be processed in accordance with the requirements of DOE Order 142.3.

18.3. In the performance of offsite work, Foreign Nationals only incidentally involved with the Subcontract knowledge that their activities are associated with the Subcontract work, are exempt from the above provisions.

19. SECURITY AND SITE ACCESS

19.1 All persons on the LLCC project site are required to have a DOE identification badge and a General Employee Training (GET) badge. These badges are required for access through the DOE security gate and must be worn, visible at all times while on DOE property.

19.2 The LLCC site is not within the secure perimeter of the Los Alamos National Laboratory (LANL) and there are no known radiological hazards on the LLCC site; therefore, no other badges or training are required at this time for general access to the LLCC site.

19.3 DOE identification Badge – Subcontractor employees will be photographed when…