RFP A24-0130 Annual Elevator Service and Maintenance with all appendices and attachments.pdf

Ames National Laboratory is operated by Iowa State University for the U.S. Department of Energy.

TRANSMITTAL LETTER

SOLICITATION FOR SIMPLIFIED PURCHASES

DATE: 7/31/2024 Sent via email from

AMES NATIONAL LABORATORY

PROCUREMENT OFFICE

231 TASF, 2408 PAMMEL DR

AMES, IA 50011-2408

www.ameslab.gov

TO: ALL OFFERORS

SUBJECT: Solicitation No. A24-0130

Dear Sir or Madame:

Ames National Laboratory (also referred to as the “Laboratory”), operated by Iowa State University (ISU) under Prime Contract DE-AC02-07CH11358, as amended, with the U.S. Department of Energy (DOE), is seeking to acquire the goods or services described in this RFP. Your firm is invited to participate in this solicitation by submitting a written proposal pursuant to the instructions outlined herein.

Below are procurement milestone dates pertaining to subject solicitation:

Procurement Event

Due date & time

(ALL TIME LISTED ARE CENTRAL TIME ZONE)

Pre-Proposal Meeting and Site Tour (Mandatory) 8/13/2024 at 2:00 PM Cut-off Date for Questions. Questions regarding the solicitation shall be submitted via email to the Procurement Agent no later than:

8/19/2024 by 4:00 PM

Proposal Submission Due Date. Proposals shall be submitted via email to the Procurement Agent no later than:

8/28/2024 by 4:00 PM

Anticipated award date of Purchase Order is: 9/6/2024

Please review all attachments to this solicitation and follow the proposal instructions before you submit your offer.

UNDER NO CIRCUMSTANCES SHOULD OFFERORS DIRECTLY CONTACT ANYONE OTHER THAN THE

PROCUREMENT AGENT OR HIS/HER DESIGNEE REGARDING THIS SOLICITATION.

Sincerely, Andrew Saxton Contract Manager http://www.ameslab.gov/

Solicitation No. A24-0130

Form 48300.070 Procurement Revision 1, 3/20/2024 Page 2 of 6

1. SOLICITATION NO. 2. SOL. ISSUE DATE 3. PROCUREMENT AGENT 3.a. EMAIL ADDRESS 3.b. PHONE NO.

A24-0130 7/31/2024 Andrew Saxton Saxton@ameslab.gov 515-294-4191

4. PROJECT TITLE 5. OFFER DUE DATE / LOCAL TIME

Elevator Maintenance & Service 8/28/2024 / 4:00 P.M. CDT

6. DELIVER TO FOR LTL/CONTAINER FREIGHT 6.a. DELIVERY TO FOR SMALL PACKAGES 7. THIS ACQUISITION IS UNRESTRICTED

Ames National Laboratory Warehouse 2437 Kooser Dr.

Ames, IA 50011-3608

Ames National Laboratory Spedding Hall Dock 2416 Pammel Dr.

Ames, IA 50011-2416

Open Competition

7.a. UNRESTRICTED (APPLIES IF CHECKED IN BLOCK 7.) 7.b. NAICS CODE AND SMALL BUSINESS SIZE STANDARD

This solicitation is conducted using full and open competition. Offerors are expected to use small businesses and all classifications of small minority businesses including ANCs and Indian Tribes (SB), veteran-owned small business (VOB), service-disabled veteran-owned small business (SDVOB), HUBZone small business (HUB), small disadvantaged business including ANCs and Indian Tribes (SDB), women-owned small business (WOSB), as sub-subcontractors to the maximum extent consistent with effective contract performance.

NAICS Code: 811310 SB Size Standard: 12.5 Mil.

The small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is 500 employees or less if the acquisition—

(1) Is set aside for small business and has a value above the simplified acquisition threshold;

(2) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation preference; or

(3) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

8. EDUCATIONAL DISCOUNTS 9. AUTHORIZATION TO UTILIZE GOVERNMENT SOURCES

ISU manages and operates the Laboratory for the DOE as a prime contractor under DOE Contract# DE-AC02- 07CH11358, as amended, (Prime Contract). The Laboratory is not a separate legal entity from ISU. ISU manages and operates the Laboratory as a single, integrated, autonomous entity. The relationship between ISU and the Laboratory is not a contractor – affiliated source relationship. Therefore, offerors are advised that the Laboratory is eligible to receive educational discounted pricing.

Offerors are advised that the Laboratory is also authorized by the Government (Department of Energy) to purchase from GSA Federal Supply Schedules (FSS), NASA SEWP contract holders. Therefore, offerors may propose discounted pricing off their contracts held with these agencies.

Additionally, the Laboratory may place orders against DOE Integrated Contractor Purchasing Team (ICPT) agreements and agreements awarded by the Supply Chain Management Center (SCMC). If your firm has an active ICPT Basic Ordering Agreement (BOA) or SCMS BOA for the supplies or services under this solicitation, please provide the Agreement No., and pricing information in your submission of offer.

10. NUMBER OF AWARDS PLANNED 11. TYPE OF CONTRACT 11a. ALTERNATE CONTRACT TYPE The Laboratory intends to award one ☒ Purchase Order(s), ☐ Subcontract(s), resulting from this solicitation to that offeror whose offer conforming to the solicitation will be most advantageous to the Laboratory, the best value, price and other factors as specified, considered.

The Laboratory plans to award a Firm Fixed Price agreement under this solicitation, and all proposals must be submitted on this basis.

Alternate proposals based on other contract types will ☒ will not ☐ be considered.

12. PRE-PROPOSAL MEETING (MANDATORY)

A mandatory pre-proposal meeting and site tour are scheduled for 8/13/2024 at 2:00 p.m. CST in room 205 TASF (Technical and Administrative Services Facility) located at 2408 Pammel Drive, Ames, IA 50011. Visitor parking permits are available on-line through ISU Parking Division https://apps.parking.iastate.edu/visitor-permits The meeting provides an opportunity to discuss and clarify this RFP.

However, nothing said or represented in the meeting shall be deemed to modify RFP requirements unless followed by a written amendment.

It is required for prospective offerors to attend this meeting and virtual attendance will not be an option.

13. OFFER ACCEPTANCE PERIOD

“Acceptance period,” as used in this provision, means the number of calendar days available to the Laboratory for awarding a Purchase Order from the date specified in this solicitation for receipt of offers. The Laboratory requires a minimum acceptance period of 45 calendar days. An offer allowing less than the Laboratory’s minimum acceptance period may be rejected.

https://apps.parking.iastate.edu/visitor-permits

Revision 1, 3/20/2024 Page 3 of 6

14. EXCEPTIONS TO TERMS AND CONDITIONS

Offerors MUST agree to the Laboratory's terms and conditions or state any exceptions to the terms and conditions within your proposal response.

No further objections to the Laboratory's terms and conditions may be made after a proposal is submitted.

Offerors understand and agree that by submitting a proposal, they are indicating acceptance of all Ames National Laboratory Terms and Conditions, as identified as attachments to this solicitation, unless such a declaration is made in advance. The Laboratory cautions Offerors that taking exceptions to any term or condition of this solicitation (including submitting any alternate proposals that requires relaxation of a requirement) may make an offer unacceptable.

The Laboratory reserves the sole discretion to consider exceptions to terms and conditions or to reject any exceptions. All exceptions must be submitted with the Offeror’s quotation.

15. REPRESENTATIONS AND CERTIFICATIONS, SAM, AND W-9/W-8

If estimated cost is $10,000 or more—

• All offerors that desire to be considered for a purchase order or subcontract award valued at $10,000 or more are required to— o register their company in the official U.S. government system for award management (SAM) and complete annual representations and certifications electronically in SAM.gov;

o complete SECTION I(a) only, & ALL Parts of SECTION II of the Ames National Laboratory’s Representations and Certifications Supplemental document located on the Ames National Laboratory website {Ames Lab Supplier Toolbox Docs} at https://www.ameslab.gov/POTerms or attached to this solicitation.

o provide a copy of their W-9 (or W-8 BEN/equivalent for foreign taxpayer identification).

If estimated cost is less than $10,000—

• And, if Offeror IS registered in SAM, then they are only required to provide the information in SECTION I (a) Entity Information of the Ames

National Laboratory Representations & Certifications Supplemental. If Supplier’s firm is NOT registered in SAM, then they are required to complete both SECTIONS I (a) Entity Information and I (b) Business Size. HOWEVER, IF PROPOSED PRODUCTS ARE EXPORT CONTROLLED, THEN ALSO COMPLETE SECTION II (1).

16. DISCUSSIONS 17. FIRM’S AUTHORIZED OFFICIAL

The Laboratory may evaluate offers and award an agreement without discussions with offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical standpoint. Discussions may be conducted if the Laboratory determines they are necessary. The Laboratory may reject any or all offers if such action is in the best interest of the Laboratory;

accept other than the lowest offer, and waive informalities and minor irregularities in offers received.

The offeror’s proposal must be signed by an official authorized to bind your organization and must stipulate that it is predicated upon all the terms and conditions of this RFP.

Offeror shall appoint and list a single point of contact for negotiations and Purchase Order administration once the agreement is awarded.

18. SUBMISSION OF OFFERS

Submit signed and dated offers to the Procurement Agent’s email address listed in Block 3., above, at or before the exact time specified in Block

5. Offers shall be submitted on your company’s letterhead stationery and, as a minimum, must show— ✔ 1. The solicitation number and the time specified in this solicitation for receipt of offers;

✔ 2. Offeror’s signed and separate price proposal (show price per elevator per month) and technical proposal to include address, email address, and telephone number;

✔ 3. Offeror’s standard commercial warranty and/or terms of any express warranty;

✔ 4. Proposed discount terms if other than Net 30 days;

✔ 5. “Remit to” address, if different than mailing address;

✔ 6. A statement specifying Offeror’s registration in SAM.gov;

✔ 7. A completed copy of the Attachment A - Representations and Certifications Supplemental;

✔ 8. A copy of Offeror’s W-9 or W-8 BEN;

✔ 9. A completed copy of Attachment B – Service Contract Labor Standards Certification;

✔ 10. A completed copy of Attachment C – Contractor Safety and Quality Assurance Information Questionnaire:

✔ 11. A copy of your Company’s current Health and Safety Manual:

https://sam.gov/content/home https://www.ameslab.gov/POTerms

Revision 1, 3/20/2024 Page 4 of 6

✔ 12. If furnishing supplies, a statement indicating if the products under this solicitation are export controlled, and, if so, the Export Control Classification Number (ECCN);

✔ 13. Acknowledgement of Solicitation Amendments (if any);

✔ 14. A statement specifying the extent of the agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations, information, required documents, or reject the terms and conditions of the solicitation may be excluded from consideration;

✔ 15. ICPT BOA, SCMS BOA, GSA FSS, or NASA SEWP contract number and pricing information, if applicable; and ✔ 16. A statement specifying that “Supplier Name [Offeror] agrees that Ames National Laboratory may accept this offer up to the specified days in Block 12 (or specify longer) calendar days from the date of submission of this offer”.

19. PRODUCT SAMPLES

When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender’s request and expense, unless they are destroyed during preaward testing.

20. ALTERNATIVE OFFERS 19.a. ALTERNATIVE LINE ITEM PROPOSAL (APPLIES IF BLOCK 19. IS CHECKED) ☐ If checked, offerors are encouraged to submit multiple offers presenting alternative terms and conditions, including alternative line items, or alternative commercial products or commercial services for satisfying the requirements of this solicitation.

Each offer submitted will be evaluated separately.

(a) The Laboratory recognizes that the line items established in this solicitation may not conform to the Offeror’s practices. Failure to correct these issues can result in difficulties in acceptance of deliverables and processing payments. Therefore, the Offeror is invited to propose alternative line items for which bids, proposals, or quotes are requested in this solicitation to ensure that the resulting Purchase Order is economically and administratively advantageous to the Laboratory and the Offeror.

(b) The Offeror may submit one or more additional proposals with alternative line items.

However, acceptance of an alternative proposal is a unilateral decision made solely at the discretion of the Laboratory. Offers that do not comply with the line items specified in this solicitation may be determined to be nonresponsive or unacceptable.

21. LATE SUBMISSIONS, MODIFICATIONS, REVISIONS, AND WITHDRAWALS OF OFFERS

(a) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Laboratory’s Procurement Agent designated in the solicitation by the time specified in the solicitation.

(b) Late Offers.

i. Any offer, modification, revision, or withdrawal of an offer received by the Procurement Agent designated in the solicitation after the exact time specified for receipt of offers is "late" and will not be considered unless it is received before award is made;

the Procurement Agent determines that accepting the late offer would not unduly delay the acquisition; and-

1. If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Procurement Agent not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

2. There is acceptable evidence to establish that it was received by the Procurement Agent designated for receipt of offers and was under the Laboratory’s control prior to the time set for receipt of offers; or

3. If this solicitation is a request for proposals, it was the only proposal received.

ii. However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Laboratory, will be considered at any time it is received and may be accepted.

(c) Acceptable evidence to establish the time of receipt at the Laboratory includes documentary evidence of receipt maintained by the

Laboratory, or oral testimony or statements of Laboratory personnel.

(d) If an emergency or unanticipated event interrupts normal Laboratory processes so that offers cannot be received by the Procurement Agent designated for receipt of offers by the exact time specified in the solicitation, and urgent Laboratory requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Laboratory processes resume.

(e) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the withdrawal of the offer.

22. BRAND NAME OR EQUAL

Revision 1, 3/20/2024 Page 5 of 6

☐ If checked —

(a) One or more items called for by this solicitation have been identified by a brand-name-or-equal product description. Proposals offering equal products will be considered for award if these products are clearly identified and are determined by the Laboratory to contain all of the essential characteristics of the brand-name products referenced in the solicitation.

(b) Unless the offeror clearly indicates in the proposal that the proposal is for an equal product, the proposal will be considered as offering a brand-name product referenced in the solicitation.

(c) If the offeror proposes to furnish an equal product, the brand name and model or catalog number, if any, of the product to be furnished must be inserted in the space provided in the solicitation. The evaluation of proposals and the determination as to equality of the product offered will be based on information furnished by the offeror or identified in the proposal, as well as other information reasonably available to the Laboratory. The Laboratory is not responsible for locating or obtaining any information not identified in the proposal and reasonably available to the Laboratory. Accordingly, to ensure that sufficient information is available, the offeror must furnish as a part of the proposal:

(1) All descriptive material (such as cuts, illustrations, drawings, or other information) necessary for the Laboratory to establish exactly what the offeror proposes to furnish and to determine whether the product offered meets the requirements of the solicitation; or

(2) Specific references to information previously furnished or to information otherwise available to the Laboratory to permit a determination as to equality of the product offered.

(d) If the offeror proposes to modify a product so as to make it conform to the requirements of the solicitation, the offeror must:

(1) Include in the proposal a clear description of the proposed modifications; and

(2) Clearly mark any descriptive material to show the proposed modifications.

23. MULTIPLE LINE ITEM AWARDS 24. WARRANTY INFORMATION

The Laboratory may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Offeror’s quotation, offers may not be submitted for quantities less than those specified.

The Laboratory reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

Offerors are encouraged to submit information on any standard commercial warranties provided for offered products. The Laboratory will consider these warranties in determining the most advantageous proposal, to the extent provided in the evaluation factors.

25. CREDIT CARD ORDER ACCEPTANCE REQUIREMENTS

☐ If checked, The Laboratory intends to place credit card orders, using an authorized Ames Laboratory credit card, under the ordering agreement or purchase order resulting from this solicitation. Any supplier entering into an ordering agreement or awarded a purchase order as a result of this solicitation must have the capability to accept orders made with such a credit card.

26. AVAILABILITY OF FUNDS

☒ Funds are available up to the Laboratory’s approved budget amount. In the event offerors’ pricing exceeds the Laboratory’s funding limitation, this solicitation may be cancelled.

☐ Funds are not presently available for this agreement. The Laboratory’s obligation under this potential agreement is contingent upon the availability of funds from which payment for contractual purposes can be made. No legal liability on the part of the Laboratory for any payment may arise until funds are made available to the Laboratory for this potential agreement and until the offeror receives notice of such availability, to be confirmed in writing by the Laboratory.

26. BAISIS FOR AWARD/EVALUATION

☒ Best Value – tradeoff

(a) General. The Laboratory will award an agreement resulting from this solicitation to the offeror whose offer conforming to the solicitation is deemed to offer the Laboratory the best value, price and other factors as specified considered.

(b) Evaluation Factors. The following evaluation factors will be used in the evaluation of offers:

1. Non-Cost Factor: Quality Control – Planning, procedure, code review and compliance verification.

2. Non-Cost Factor: Organization – Techs prepared to perform work upon arriving onsite.

3. Non-Cost Factor: Communication Means – Methods of scheduling, confirming and reporting service.

4. Non-Cost Factor: Personnel & Resources – Technical training documentation, safety training documentation.

5. Non-Cost Factor: Past performance For the factors listed above:

Revision 1, 3/20/2024 Page 6 of 6

Numbers 1 & 4 are most important.

Numbers 2 & 3 are slightly less important than 1 & 4 and as important as price.

Number 5 is the least important.

(c) Tradeoff Relationship. Some evaluation factors are as important than price

Pass or Fail Factors:

a. Approval of all Safety related documents required as well as any responses to Ames National Laboratory questions addressing safety, certifications or qualifications of contractor personnel as it would relate to safety.

b. Approval of responses provided by any references contacted if we determine we would like to request references during the evaluation process.

27. OPTIONS

☒ OPTION PERIOD

The Laboratory may extend the term of this purchase order within the limits and at the prices stated in the purchase order. The procurement agent may exercise this option at any time within the purchase order term by giving the supplier at least 30 days (unless a different number of days is specified within the purchase order) written notice prior to the expiration of the purchase order term. If the Laboratory exercises this option, the extended purchase order includes this option clause as applicable to any remaining option periods stated in the purchase order. The total duration of this purchase order, including exercised option period extensions, may not exceed the time limit set forth in the purchase order.

28. NOTICE OF AWARD

Notice of Award. The Laboratory may accept an offer (or part of an offer), whether or not there are discussions after its receipt, before an offer’s specified expiration time, unless a written notice of withdrawal is received before award. A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, will result in a binding Purchase Order without further action by either party.

29. PROPOSAL PREPARATION COST

This solicitation does not commit the Laboratory to pay any cost for the preparation and submission of a response to this solicitation.

30. SOLICITATION ATTACHMENTS

1. Appendix A – Terms and Conditions for Fixed Price Commercial Products and Commercial Services, dated 3/12/2024

2. Appendix B – Work by Contractors at Ames Laboratory – Supplemental Conditions dated 6/2019

3. Appendix C – Scope of Work and List of Elevators 04/29/2024

4. Appendix D-9 – Intellectual Property Provisions, Commercial Supplies and Services Requiring Delivery of Data, Rev 0, Dated 06/24/2021

(FORM 48300.059)

5. Appendix E -Elevator Service & Maintenance Safety Requirements and Deliverables

6. Attachment A – Representations and Certifications Supplemental

7. Attachment B- Service Contract Act Labor Standards Certifications

8. Attachment C - Safety and Quality Assurance Information Questionnaire

TERMS AND CONDITIONS

FOR

FIXED-PRICE COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

March 12, 2024

FORM 48300.077

Revision 1, 3/12/2024

Clauses

1. DEFINITIONS (FEB 2024)

2. ACCEPTANCE BY SUBCONTRACTOR (FEB 2024)

3. ORDER OF PRECEDENCE (FEB 2024)

4. DISPUTES (FEB 2024)

5. ENVIRONMENTAL PROTECTION (FEB 2024)

6. ELECTRONIC SIGNATURES (FEB 2024)

7. EMPLOYEE CONCERNS PROGRAM (BASED ON DOE ORDER 442.1B)

8. GOVERNMENTAL IMMUNITY (FEB 2024)

9. INSPECTION AND ACCEPTANCE (FEB 2024)

10. CHANGES (FEB 2024)

11. EXCUSABLE DELAYS (FEB 2024)

12. PATENT INDEMNITY (FEB 2024)

13. INDEMNIFICATION (FEB 2024)

14. PAYMENT (FEB 2024)

15. RISK OF LOSS (FEB 2024)

16. TAXES (FEB 2024)

17. TERMINATION FOR CONVENIENCE (FEB 2024)

18. TERMINATION FOR CAUSE (FEB 2024)

19. TITLE (FEB 2024)

20. COMPLIANCES WITH LAWS UNIQUE TO GOVERNMENT CONTRACTS (FEB 2024)

21. OTHER COMPLIANCES (FEB 2024)

22. QUALITY OF MATERIALS AND SUPPLIES (FEB 2024)

23. CONDUCT OF EMPLOYEES (FEB 2024)

24. LABORATORY SITE ACCESS AND/OR PARTICIPATION IN ACTIVITIES BY NON-U.S. NATIONALS (FEB 2024)

25. EXPORT CONTROLS (FEB 2024)

26. ASSIGNMENT (FEB 2024)

27. INFORMATION TECHNOLOGY ACQUISITIONS (FEB 2024)

28. NON-WAIVER OF DEFAULTS (FEB 2024)

29. USE OF NAME OR INTELLECTUAL PROPERTY (FEB 2024)

30. APPLICABLE LAW AND VENUE (FEB 2024)

31. INCORPORATION OF SUBCONTRACTOR’S STANDARD COMMERCIAL WARRANTY (FEB 2024)

32. WARRANTY OF SERVICES (FEB 2024)

33. WARRANTY OF SUPPLIES (FEB 2024)

34. SUSPECT COUNTERFEIT PARTS (BASED ON DOE ORDER 414.1D CHG 2 (LTDCHG) (SEP 15, 2020)

35. INTEGRATION CLAUSE (FEB 2024)

36. CLAUSES INCORPORATED BY REFERENCE

Terms & Conditions for Fixed-Price Commercial Products and Commercial Services

FORM 48300.077

Revision 1, 3/12/2024 Page 2 of 8

1. DEFINITIONS (FEB 2024)

As used herein, the following terms shall have the indicated meanings:

(a) “AGREEMENT” means Purchase Order, Subcontract, Basic Ordering Agreement, Task Order, or Modification thereof.

(b) "CFR" means the U.S. Code of Federal Regulations.

(c) “CONTRACTOR” means Iowa State University of

Science and Technology, acting under Prime Contract No. DE-AC02-07CH11358, as amended, with the DOE.

(d) "DEAR" means the DOE Acquisition Regulation.

(e) "DOE" means the U.S. Department of Energy.

(f) "FAR" means the Federal Acquisition Regulation.

(g) "Government" means the United States Government.

(h) "LABORATORY" means the Ames National Laboratory.

(i) "Ordered Item” or “item" or "services" means the supplies or services subcontracted for under this Subcontract.

(j) "SUBCONTRACT" means the subcontract or agreement between the Laboratory and the Subcontractor which includes these terms and conditions.

(k) "SUBCONTRACTOR" means the party, e.g., vendor, seller, company, etc., who has entered into the Subcontract with the Laboratory, as identified in the Subcontract.

(l) "Sub-subcontractor" means the Subcontractor's lower-tier subcontractor(s).

(m) "ISU" means Iowa State University of Science and Technology.

2. ACCEPTANCE BY SUBCONTRACTOR (FEB 2024)

Acceptance of this Purchase Order or subcontract (hereinafter called the “subcontract”) must be in accordance with and strictly limited to these Terms and Conditions. An attempted acknowledgment or acceptance which contains provisions conflicting or additional to these Terms and Conditions or which varies any term or condition shall have no force or effect. Performance by the subcontractor without an effective acknowledgment shall be deemed to be performance in accordance with the Terms and Conditions of this subcontract.

3. ORDER OF PRECEDENCE (FEB 2024)

Any inconsistency in this subcontract shall be resolved by giving precedence in the following order:

(a) The agreement document;

(b) These Terms and Conditions, including the FAR and

DEAR clauses incorporated by reference;

(c) Any specifications, drawings, sketches, statement of work; and

(d) Other documents, exhibits, and attachments listed in the agreement as incorporated documents, if any, in the order in which they are listed.

4. DISPUTES (FEB 2024)

(a) Both parties hereby agree to explore all reasonable avenues for negotiations in order to avoid a dispute.

Either party may provide written notice to the other party to conduct negotiations for a period not to exceed sixty calendar days. After sixty calendar days, if possibilities for negotiations s. have failed, a party may provide written notice to the other party requesting that the dispute be submitted to Alternative Dispute Resolution (ADR). If neither party makes such a request or if the other party does not agree to the request within ten calendar days or if the parties are unable to satisfactorily resolve the dispute using ADR procedures for a period not to exceed ninety calendar days (or such longer period as mutually agreed in writing), the parties shall resume the formal process authorized in this clause.

(b) The parties agree that the appropriate forum for litigation of any dispute pertaining to this subcontract shall be a court of competent jurisdiction in the State of Iowa.

(c) Any substantive issue of law in such litigation shall be determined in accordance with the body of applicable Federal law relating to the interpretation and application of clauses derived from Federal Acquisition Regulation (FAR) and the Department of Energy Acquisition Regulation (DEAR) that implement and supplement the FAR. If there is no applicable Federal law, the law of the State of Iowa shall apply in the determination of such issues. Conflict of law provisions shall not determine applicable governing law. Nothing in this clause shall grant the Subcontractor by implication any statutory rights or remedies not expressly set forth in this subcontract.

(d) There shall be no interruption in the prosecution of the work, and the Subcontractor shall proceed diligently with the performance of this subcontract pending final resolution of any contractual issues, disputes, or litigation arising under or related to this subcontract between the parties hereto or between the Subcontractor and lower tier Subcontractors or suppliers.

(e) The Contract Disputes Act of 1978 (41 U.S.C. Sections 601-613) shall not apply to this subcontract; provided, however, that nothing in this clause shall prohibit the Laboratory, in its sole discretion, from sponsoring a dispute of the Subcontractor for resolution under the provision of its prime contract with DOE. In the event that the Laboratory so sponsors a dispute at the request of the Subcontractor, the Subcontractor shall be bound by the decision of the cognizant DOE Laboratory to the same extent and in the same manner as the Laboratory.

5. ENVIRONMENTAL PROTECTION (FEB 2024)

In performing this subcontract, the Subcontractor shall comply with the requirements set forth in all applicable Federal and non-Federal environmental protection laws, codes, ordinances, Executive Orders, regulations and directives.

6. ELECTRONIC SIGNATURES (FEB 2024)

The parties’ consent to the use of electronic signatures in connection with the signing of this subcontract. The parties agree the electronic signatures shall be legally binding with the same force and effect as manually executed signatures if they are made using a technology designed for electronic signatures (e.g., Adobe Signature / DocuSign).

7. EMPLOYEE CONCERNS PROGRAM (BASED ON DOE

ORDER 442.1B)

(a) Definitions. An employee concern is a good faith expression by a concerned individual that:

i. An activity, policy, or practice of DOE or one of its contractors or subcontractors – including, but not limited to, that which is related to the environment, safety, health, security, quality, and management of DOE facilities and/or operations -should be improved, modified, or terminated; or

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ii. He or she has been subjected to HIRD (harassment, intimidation, retaliation/reprisal, or discrimination as defined in DOE O 442.1B) by DOE or one or more of its contractors or subcontractors, for raising an employee concern.

iii. For purposes of this section, “employee” includes Subcontractor employees, at all tiers.

(b) Ames Laboratory encourages all subcontractor employees to report to Ames Laboratory so that the Laboratory may promptly address employee concerns.

It is recommended employee concerns be reported to and resolved by the lowest management level possible.

If the issue is not resolved, the concerned individual has the responsibility to escalate the concern in the following order:

i. It is recommended to discuss the concern with a direct supervisor or manager at the Laboratory.

ii. If uncomfortable doing so, or resolution has not occurred, contact the Ames Laboratory Employee Concerns Program Manager (ECPM) via e-mail at employeeconcern@ameslab.gov or via phone at 515-294-2153.

iii. If further escalation is needed, or the employee is not comfortable discussing with the ECPM, subject is sensitive in nature, employees should contact one of the following resources:

• ISU Compliance and Ethics Hotline at 515- 294-7119

• Ames Site Office resources (i.e., SC ECP Manager at 1-800-701-9966;

scfieldecp@science.doe.gov; or U.S.

Department of Energy Employee Concerns Program at 1-844-799-8855)

• Concerns may also be directly reported to the DOE through the Office of Inspector General Hotline at 800-541-1625 or ighotline@hq.doe.gov.

(c) Concerns may be expressed by the individual, a proxy, or by a third party. Employees raising concerns may request anonymity and confidentiality, which the Laboratory can provide unless otherwise required by law, regulation or policy.

(d) Closing a concern. A concern is closed when one of the following occurs: 1) investigation is complete, the issue has been resolved, and corrective actions have been completed, 2) the concern has been transferred or referred by the ECPM and a responsible organization has accepted jurisdiction over the matter, or 3) the employee withdraws the concern.

(e) Applicability. The employee concerns program applies to all Ames Laboratory staff, subcontractors at all tiers, and visitors. This clause must be included in all contracts and subcontracts, at all tiers.

8. GOVERNMENTAL IMMUNITY (FEB 2024)

The Iowa Tort Claims Act, Iowa Code Chapter 669, limits the liability of Ames National Laboratory, Iowa State University, the Board of Regents-State of Iowa, the State of Iowa (collectively, the “State Entities”) and their officers, employees and agents. In addition, Article VII, Section 1 of the Constitution of the State of Iowa prohibits State Entities from being responsible for the debts or liabilities of any individual, association or corporation. Any provision in this Subcontract will be deemed modified to limit the liability of the State Entities and their officers, employees and agents as set forth in these laws. Ames National Laboratory reserves any immunities, defenses or other limitations on liability to which ISU is entitled by law.

9. INSPECTION AND ACCEPTANCE (FEB 2024)

The Subcontractor shall only tender for acceptance those items that conform to the requirements of this subcontract.

The Laboratory reserves the right to inspect or test any supplies or services that have been tendered for acceptance.

The Laboratory may require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in subcontract price. If repair/replacement or re-performance will not correct the defects or is not possible, the Laboratory may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Laboratory must exercise its post acceptance rights—

i. Within a reasonable time after the defect was discovered or should have been discovered; and

ii. Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

10. CHANGES (FEB 2024)

No changes shall be made to any requirements of the subcontract without the prior written approval of the Laboratory or via a change to the subcontract. Changes in the terms and conditions of this subcontract may be made only by written agreement of the parties.

11. EXCUSABLE DELAYS (FEB 2024)

Time is of the essence for this subcontract. The Subcontractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Subcontractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Laboratory or the Government in either their sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.

The Subcontractor shall notify the Laboratory in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Laboratory of the cessation of such occurrence.

A Subcontractor invoking this provision shall have the burden of proving that such occurrence(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the Laboratory may reasonably request. After receipt of such notification, the University may elect either to cancel the Subcontract or to extend the time for performance as reasonably necessary.

12. PATENT INDEMNITY (FEB 2024)

The Subcontractor shall indemnify the Laboratory, Iowa State University of Science and Technology, the Board of Regents

– State of Iowa, and the State of Iowa and their officers, employees, and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, or copyright, arising out of the performance of this subcontract, provided the Subcontractor is reasonably notified of such claims and proceedings.

13. INDEMNIFICATION (FEB 2024)

Subcontractor shall indemnify and hold harmless Ames National Laboratory, Iowa State University, the Board of

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Regents-State of Iowa, the State of Iowa, the United States Government and their agents and employees from and against all claims, damages, losses and expenses, including but not limited to legal fees, arising out of or resulting from:

i. The material non-performance, non-compliance or breach of the terms of this subcontract;

ii. Any negligent or wrongful act or omission of Subcontractor or its sub-subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable;

or

iii. Any infringement by Subcontractor of a copyright, trademark, patent or other intellectual property right.

Contractor’s indemnification obligation will not be limited by the amount or type of damages, compensation or benefits payable by or for Contractor or any subcontractor under workers’ compensation, disability benefits or other employee benefit acts.

14. PAYMENT (FEB 2024)

(a) Items accepted. Payment shall be made for items accepted by the Laboratory that have been delivered to the delivery destinations set forth in this subcontract.

(b) Prompt payment. Upon the submission of proper invoices or vouchers, the Laboratory shall make payment at the prices stipulated in this subcontract by check, electronic funds, or as the parties may otherwise agree.

(c) Discount. In connection with any discount offered for early payment, time shall be computed from the date the invoice is received at the Laboratory. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(d) Overpayments. If the Subcontractor becomes aware of a duplicate contract financing or invoice payment or that the Laboratory has otherwise overpaid on a subcontract financing or invoice payment, the Subcontractor shall—

(i) remit the overpayment amount to the

Laboratory’s payment office along with a description of the overpayment, including the

(A) circumstances of the overpayment (e.g., duplicate payment, erroneous payment, date(s) of overpayment); (B) affected subcontract number and delivery order number, if applicable; (C) affected subcontract line item or subline item, if applicable; and subcontractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Laboratory Procurement Agent.

15. RISK OF LOSS (FEB 2024)

Unless the subcontract specifically provides otherwise, risk of loss or damage to the supplies provided under this subcontract shall remain with the Subcontractor until, and shall pass to the Laboratory upon:

(a) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(b) Delivery of the supplies to the Laboratory at the destination specified in the subcontract, if transportation is f.o.b. destination.

Subcontractor shall suitably package items for shipment to prevent damage during handling and shipping. Any damage resulting from improper packaging, containerizing, or lack thereof shall be the liability of the Subcontractor, anything to the contrary notwithstanding.

16. TAXES (FEB 2024)

The subcontract price includes all applicable Federal, State, and local taxes and duties. The Laboratory is exempt from federal excise taxes and state and local sales and use taxes, and Subcontractor shall not include such taxes in the subcontract price.

17. TERMINATION FOR CONVENIENCE (FEB 2024)

The Laboratory reserves the right to terminate this subcontract, or any part hereof, for its sole convenience. In the event of such termination, the Subcontractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this subcontract, the Subcontractor shall be paid a percentage of the subcontract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Subcontractor can demonstrate to the satisfaction of the Laboratory using its standard record keeping system, have resulted from the termination. The Subcontractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. The Subcontractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

18. TERMINATION FOR CAUSE (FEB 2024)

The Laboratory may terminate this subcontract, or any part hereof, for cause in the event of any default by the Subcontractor, or if the Subcontractor fails to comply with any subcontract terms and conditions, or fails to provide the Laboratory, upon request, with adequate assurances of future performance. In the event of termination for cause, the Laboratory shall not be liable to the Subcontractor for any amount for supplies or services not accepted, and the Subcontractor shall be liable to the Laboratory for any and all rights and remedies provided by law. If it is determined that the Laboratory improperly terminated this subcontract for default, such termination shall be deemed a termination for convenience.

19. TITLE (FEB 2024)

Unless specified elsewhere in this subcontract, title to items furnished under this subcontract shall pass to the Government upon acceptance, regardless of when or where the Laboratory takes physical possession.

20. COMPLIANCES WITH LAWS UNIQUE TO GOVERNMENT

CONTRACTS (FEB 2024)

The Subcontractor agrees to comply with 31 U.S.C. § 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. § 431 relating to officials not to benefit; 40 U.S.C. § 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. § 51-58, Anti-Kickback Act of 1986; 41 U.S.C. § 265 and 10 U.S.C. § 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act;

49 U.S.C. § 40118, Fly American; and 41 U.S.C. § 423 relating to procurement integrity.

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21. OTHER COMPLIANCES (FEB 2024)

The Subcontractor shall comply with all applicable Federal, State and local laws, executive orders, rules, and regulations applicable to its performance under this subcontract.

22. QUALITY OF MATERIALS AND SUPPLIES (FEB 2024)

The Laboratory shall rely on Subcontractors' existing quality assurance systems as a substitute for the Laboratory’s inspection and testing before tender for acceptance unless customary market practices for the commercial product being acquired include in-process inspection. Any in-process inspection by the Laboratory shall be conducted in a manner consistent with commercial practice. The Laboratory shall rely on the Subcontractor to accomplish all inspection and testing needed to ensure that commercial services acquired conform to subcontract requirements before they are tendered to the Laboratory.

23. CONDUCT OF EMPLOYEES (FEB 2024)

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 any employee of the Subcontractor who, in the sole discretion of the Laboratory, is found to be unsatisfactory in technical performance or personal conduct.

24. LABORATORY SITE ACCESS AND/OR PARTICIPATION

IN ACTIVITIES BY NON-U.S. NATIONALS (FEB 2024)

IS Subcontractor is to perform work on site at the Laboratory, subcontractor must first complete all Laboratory site access documents and requirements, Site access, including cyber access utilizing a Laboratory account, by all non-US. Citizens must be reviewed and approved by the Laboratory Director or his designee. All new requests must be submitted on Form AL-473. Non-U.S.

citizens are categorized as either visitors (on site for 30 days or less) or assignees (on site for more than 30 days in a 12-month period). A certified host must be assigned for each visit or assignment. Form AL-473 should be submitted as far in advance as possible.

For visits and assignments involving a foreign national from a “Sensitive Country” and access to a sensitive subject, Security, Counterintelligence, and Export Control reviews will need to occur. In such cases, a specific security plan is required to be submitted to the Foreign Visits and Assignments Office with the AL-473 form requesting the visit by the Hosting Division.

For visits or assignments involving a foreign national from a “Terrorist Supporting Country”, (which currently includes:

Cuba, Iran, North Korea, Sudan, Syria), specific approval of the visit/assignment by the Secretary of Energy or his designees is required. This approval, if granted, may take up to one year after the internal approvals have been processed.

The time frames indicated above shall not constitute the basis for any equitable adjustment or claim to the contract price or performance/delivery period. For assistance in preparing a request, contact the Ames Laboratory technical representative identified in the subcontract.

25. EXPORT CONTROLS (FEB 2024)

Subcontractor shall comply with all U.S. export control laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 774, in the performance of this subcontract. In the absence of available license exemptions/exceptions, Subcontractor shall be responsible for obtaining the appropriate licenses or other authorizations, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

Subcontractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

Prior to disclosing or transferring to the Laboratory any hardware, technical data, software or product utilizing any hardware, technical data or software which is subject to export controls under federal law, Subcontractor shall notify the Laboratory in writing of the nature and extent of the export control. The Laboratory shall have the right to decline any such technical data or product utilizing such data. In the event Subcontractor sends any such technical data or product that is subject to export control, without notice of the applicability of such export control, the Laboratory has the right to immediately terminate this subcontract.

Unless authorized by appropriate license or regulation, Subcontractor shall not export directly or indirectly any technology, software, or materials provided by the Laboratory.

26. ASSIGNMENT (FEB 2024)

Except with the prior consent of the Laboratory, Subcontractor shall not assign, convey, or transfer this subcontract or any rights, obligations or remedies in this subcontract; however, the Laboratory may assign this subcontract in whole or in part to the Government, to a successor operator of the Laboratory, or as otherwise directed by the Government.

27. INFORMATION TECHNOLOGY ACQUISITIONS (FEB

2024)

Prior to use under this subcontract, all information technology shall be compliant with the appropriate information technology security policies and requirements, including use of common security configurations available from the National Institute of Standards and Technology’s website at http://checklists.nist.gov commensurate with the mission of the subcontract and conducive to the research and development efforts of the Subcontractor. This requirement shall be included in all lower-tier subcontracts, as appropriate, which are for information technology acquisitions.

28. NON-WAIVER OF DEFAULTS (FEB 2024)

Any failure by the Laboratory at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms or conditions of this subcontract shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way, nor the right of the Laboratory at any time to avail itself of such remedies as it may have for any breach or breaches of such terms or conditions.

29. USE OF NAME OR INTELLECTUAL PROPERTY (FEB

2024)

Subcontractor shall not use the name, service marks, logos, or trademarks of Ames National Laboratory, Iowa State University, the Government or…