Appendix A - Ames Lab Ts and Cs for FP Construction Services dated 6-21-23.pdf

APPENDIX A - TERMS AND CONDITIONS

FOR

FIXED-PRICE CONSTRUCTION SERVICES

October 30, 2023

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

Clauses

1. DEFINITIONS (AMES LAB JUN 2023)

2. ACCEPTANCE (AMES LAB JUN 2023)

3. ORDER OF PRECEDENCE (AMES LAB JUN 2023)

4. BONDS AND INSURANCE (AMES LAB JUN 2023)

5. DISPUTES (AMES LAB JUN 2023)

6. ENVIRONMENTAL PROTECTION (AMES LAB JUN 2023)

7. REPORTS (AMES LAB JUN 2023)

8. GOVERNMENTAL IMMUNITY (AMES LAB JUN 2023)

9. ELECTRONIC SIGNATURES (AMES LAB JUN 2023)

10. EMPLOYEE CONCERNS PROGRAM (BASED ON DOE O 442.1B) (AMES LAB JUN 2023)

11. GOVERNMENTAL IMMUNITY (AMES LAB JUN 2023)

12. CHANGES (AMES LAB JUN 2023)

13. EXCUSABLE DELAYS (AMES LAB JUN 2023)

14. PATENT INDEMNITY (AMES LAB JUN 2023)

15. INDEMNIFICATION (AMES LAB JUN 2023)

16. PAYMENT (AMES LAB JUN 2023)

17. RISK OF LOSS (AMES LAB JUN 2023)

18. STATE AND LOCAL TAXES (AMES LAB JUN 2023)

19. TERMINATION FOR CONVENIENCE (AMES LAB JUN 2023)

20. TERMINATION FOR CAUSE (AMES LAB JUN 2023)

21. TITLE (AMES LAB JUN 2023)

22. LIMITATION OF LIABILITY (AMES LAB JUN 2023)

23. OTHER COMPLIANCES (AMES LAB JUN 2023)

24. QUALITY OF MATERIALS AND SUPPLIES (AMES LAB JUN 2023)

25. LABORATORY SITE ACCESS AND/OR PARTICIPATION IN ACTIVITIES BY NON-U.S. NATIONALS (AMES LAB JUN 2023)

26. EXPORT CONTROLS (AMES LAB JUN 2023)

27. ASSIGNMENT AND SUBCONTRACTING (AMES LAB JUN 2023)

28. INFORMATION TECHNOLOGY ACQUISITIONS (AMES LAB JUN 2023)

29. INTEGRATION CLAUSE (AMES LAB JUN 2023)

30. NON-WAIVER OF DEFAULTS (AMES LAB JUN 2023)

31. WAIVER (AMES LAB JUN 2023)

32. USE OF NAME OR INTELLECTUAL PROPERTY (AMES LAB JUN 2023)

33. APPLICABLE LAW (AMES LAB JUN 2023)

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

35. CLAUSES INCORPORATED BY REFERENCE

36. ATTACHMENT 1 TO SUSPECT/COUNTERFEIT PARTS CLAUSE

37. ATTACHMENT 2 WORKER PROTECTION FOR DOE CONTRACTOR EMPLOYEES POSTER

APPENDIX A - TERMS AND CONDITIONS

FOR

FIXED-PRICE CONSTRUCTION SERVICES

October 30, 2023

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

1. DEFINITIONS (AMES LAB JUN 2023)

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) “AMES LAB” means Ames National Laboratory.

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

Regulations.

(d) “CONTRACTOR” means Iowa State University of

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

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

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

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

(h) "Government" means the United States

Government.

(i) "LABORATORY" means the Ames National

Laboratory.

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

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

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

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

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

2. ACCEPTANCE (AMES LAB JUN 2023)

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 (AMES LAB JUN 2023)

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. BONDS AND INSURANCE (AMES LAB JUN 2023)

(a) Definition. “Original contract price” means the award price of the subcontract; or, for requirements subcontracts, the price payable for the estimated total quantity; or, for indefinite-quantity subcontracts, the price payable for the specified minimum quantity. Original subcontract price does not include the price of any options, except those options exercised at the time of subcontract award.

(b) Subcontracts exceeding $150,000 (Miller Act)

(1) Performance bonds. Unless the Laboratory

Procurement Agent determines that a lesser amount is adequate for the protection of the Laboratory, the penal amount of performance bonds must equal –

(i) 100 percent of the original subcontract price; and

(ii) If the subcontract price increases, an additional amount equal to 100 percent of the increase.

(2) Payment bonds.

(i) The amount of the payment bond additional amount equal to 100 percent of the increase.

(ii) The amount of the payment bond must be no less than the amount of the performance bond.

(c) Subcontracts exceeding $35,000 but not exceeding $150,000. The penal amount of the payment bond or the amount of alternative payment protection must equal—

(1) 100 percent of the original subcontract price;

and

(2) If the subcontract price increases, an additional amount equal to 100 percent of the increase.

(d) If the subcontract price increases, the Laboratory must require additional protection by directing the Subcontractor to—

(1) Increase the penal sum of the existing bond;

(2) Obtain an additional bond; or

(3) Furnish additional alternative payment protection

Terms & Conditions for Fixed-Price Construction Services

(Oct 30, 2023) Page 3 of 13

(e) Reducing amounts. The Laboratory Procurement

Agent may reduce the amount of the security to support a bond, subject to the conditions of FAR 28.203-5(c) or 28.204(b).

(f) Surety or other security for bonds. The bonds shall be in the form of firm commitment, supported by corporate sureties whose names appear on the list contained in Treasury Department Circular 570, individual sureties, or by other acceptable security such as postal money order, certified check, cashier's check, irrevocable letter of credit, or, in accordance with Treasury Department regulations, certain bonds or notes of the United States. Treasury Circular 570 is published in the Federal Register or may be obtained from the:

U.S. Department of the Treasury, Financial Management, Service Surety Bond Branch, 3700 East West Highway, Room 6 F01, Hyattsville, MD 20782.

Or via the internet at http://www.fms.treas.gov/c570/

(g) Notice of sub-subcontractor waiver of protection ( 40 U.S.C. 3133(c)). Any waiver of the right to sue on the payment bond is void unless it is in writing, signed by the person whose right is waived, and executed after such person has first furnished labor or material for use in the performance of the subcontract.

(h) The Subcontractor shall have and maintain during the life of this subcontract the following insurance coverage, provided by an insurance carrier rated “A” or better by A.M. Best, with coverage valid within the location(s) where the work is conducted:

LINE OF

COVERAGE

LIMITS

GENERAL

LIABILITY

☒Commercial General Liability ☐Claims Made ☒Occurring

General Aggregate Limit Applies Per:

☒Policy ☐Project ☐Log

EACH OCCURRENCE $1M

Fire Damage Medical Expense Personal & Adv Injury General Aggregate Products – COMP/OP

AGG

$100K $50K $1M $1M $1M

AUTOMOBILE

LIABILITY

☒Any Auto

COMBINED SINGLE

LIMIT

$1M

EXCESS

LIABILITY

☒Occurring ☐Claims Made

EACH OCCURRENCE

AGGREGATE

$1M

WC

STATUTORY

LIMITS

OTHER

EL EACH ACCIDENT $500K

WORKERS’

COMPENSATION

(WC) AND

EMPLOYEMENT

LIABILITY (EL)

EL DISEASE EACH

EMPLOYEE

$500K $500K

EL DISEASE-POLICY

LIMIT

(i) All policies shall provide by appropriate language that Ames National Laboratory, Iowa State University and the United States Government are additional insureds, that the insurance afforded by such policies is primary insurance, and that all rights of the insurer for contribution from other insurers of Ames National Laboratory, Iowa State University and the United States Government are waived. A minimum of ten (10) days prior notice of cancellation shall be provided to the Laboratory in the event of a policy cancellation or material change in coverage. Such notice shall be mailed to the Laboratory by registered mail, with postage prepaid, addressed to Ames Laboratory Purchasing, 211 TASF, Iowa State University, Ames, Iowa50011-3020.

(j) The Subcontractor agrees to deliver to the Laboratory before any work is performed hereunder, certificates of the insurance companies as to the particulars of the insurance coverage above referred to, and such certificates shall contain a provision that such insurance will not be canceled, changed or allowed to lapse in the policies except upon not less than ten (10) days prior notice thereof to the Laboratory, e-mailed to the Laboratory Procurement Agent. It is requested that subcontractors do not send paper copies of insurance certificates.

(k) Before permitting any sub-subcontractor to perform any work under this subcontract, the Subcontractor shall require that such sub-subcontractor furnish satisfactory evidence that it has taken out and maintains insurance in the same amounts and with the same provisions as required by the preceding paragraphs of this clause.

5. DISPUTES (AMES LAB JUN 2023)

(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 http://www.fms.treas.gov/c570/

(Oct 30, 2023) Page 4 of 13 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.

6. ENVIRONMENTAL PROTECTION (AMES LAB JUN

2023)

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

7. REPORTS (AMES LAB JUN 2023)

Subcontractor shall furnish progress reports to the Laboratory as requested in a form and format specified by the Laboratory. Such reports shall summarize the activities of the Subcontractor under this subcontract. Subcontractor shall also furnish a final report as required by the Laboratory. All reports delivered to the Laboratory under this subcontract shall contain a signature page identifying the person(s) preparing the report and the person(s) approving the report.

8. GOVERNMENTAL IMMUNITY (AMES LAB JUN

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 Iowa State University is entitled by law.

9. ELECTRONIC SIGNATURES (AMES LAB JUN

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).

10. EMPLOYEE CONCERNS PROGRAM (BASED ON

DOE O 442.1B) (AMES LAB JUN 2023)

(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

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.

(Oct 30, 2023) Page 5 of 13

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.

11. GOVERNMENTAL IMMUNITY (AMES LAB JUN

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.

12. CHANGES (AMES LAB JUN 2023)

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.

13. EXCUSABLE DELAYS (AMES LAB JUN 2023)

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.

14. PATENT INDEMNITY (AMES LAB JUN 2023)

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.

15. INDEMNIFICATION (AMES LAB JUN 2023)

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

(Oct 30, 2023) Page 6 of 13

16. PAYMENT (AMES LAB JUN 2023)

(a) The Laboratory shall pay the Subcontractor the subcontract price as provided in this subcontract.

(b) The Laboratory shall upon the Subcontractor’s request make progress payments monthly as the work proceeds, or at more frequent intervals as determined by the Laboratory, on estimates approved by the Laboratory. The Subcontractor shall in its request furnish a schedule of values of the total subcontract price showing the amount included therein for each principal category of the work, in such detail as requested, to provide a basis for determining progress payments. The Subcontractor’s request shall include a certification that—

“To the best of its knowledge and belief, (i) the amounts requested are only for performance in accordance with the specifications, terms, and conditions of the subcontract, (ii) all payments due to sub-subcontractors and suppliers from previous payments received under the subcontract have been made, and timely payments will be made from the proceeds of the payment covered by this certification, in accordance with sub-subcontract agreements and the requirements of Chapter 39 of Title 31, United States Code, and (iii) this request for progress payment(s) does not include any amounts which is intended to be withheld or retained from a sub-subcontractor or supplier in accordance with the terms and conditions of the subcontract.” In the preparation of estimates the Laboratory may authorize material delivered on the site and preparatory work done to be taken into consideration. Material delivered to the Subcontractor at locations other than the site may also be taken into consideration if –

(1) Consideration is Consideration is specifically authorized by this subcontract; and

(2) The Subcontractor furnishes satisfactory evidence that it has acquired title to such material and that the material will be used to perform this subcontract.

(c) In making these progress payments, there shall be retained 10 percent of the estimated amount until final completion and acceptance of the subcontract work. However, if the Laboratory finds that satisfactory progress was achieved during any period for which a progress payment is to be made, the Laboratory may authorize payment to be made in full without retention of a percentage. When the work is substantially complete, the Laboratory shall retain an amount that the Laboratory considers adequate protection of the Laboratory and may release to the Subcontractor all or a portion of any excess amount. Also, on completion and acceptance of each separate building, public work, or other division of the subcontract, for which the price is stated separately in the subcontract, payment may be made for the completed work without retention of a percentage.

(d) All material and work covered by progress payments made shall, at the time of payment, become the sole property of the Government, but this shall not be construed as --

(1) Relieving the Subcontractor from the sole responsibility for all material and work upon which payments have been made or the restoration of any damaged work; or

(2) Waiving the right of the Laboratory to require the fulfillment of all of the terms of the

(e) The Laboratory shall, after receipt of a proper invoice, reimburse the Subcontractor for the entire amount of premiums paid for performance and payment bonds (including coinsurance and reinsurance agreements, when applicable) after furnishing evidence of full payment to the surety.

(f) Reserved

(g) The Laboratory shall pay the amount due the

Subcontractor under this subcontract after --

(1) Completion and acceptance of all work;

(2) Presentation of a properly executed invoice;

and

(3) Presentation of release of all claims against the Laboratory and the Government arising by virtue of this subcontract. A release may also be required of the assignee if the Subcontractor's claim to amounts payable under this subcontract has been assigned.

(h) Terms: Net thirty (30) days.

(i) Reserved

(j) If the Subcontractor becomes aware of a duplicate subcontract financing or invoice payment or that the Laboratory has otherwise overpaid on a subcontract financing or invoice payment, the Subcontractor shall remit the overpayment amount to the Laboratory’s payment office along with a description of the overpayment, including the circumstances of the overpayment (e.g., duplicate payment, erroneous payment, date(s) of overpayment) and the Laboratory purchase order number or subcontract number.

(k) If the Subcontractor, after making a certified request for progress payments, discovers that a portion or all of such request constitutes a payment for performance by the Subcontractor that fails to conform to the specifications, terms, and conditions of this subcontract (hereinafter referred to as the “unearned amount”), the Subcontractor shall so notify the Laboratory and pay the Laboratory interest on that unearned amount as calculated pursuant to FAR 52.232- 5(d) and (j).

17. RISK OF LOSS (AMES LAB JUN 2023)

Unless the subcontract specifically provides otherwise, risk of loss or damage to the supplies provided under

(Oct 30, 2023) Page 7 of 13 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.

18. STATE AND LOCAL TAXES (AMES LAB JUN

Notwithstanding the terms of the Federal, State, and Local Taxes clause, the subcontract price excludes all State and local taxes levied on or measured by the subcontract or sales price of the services or completed supplies furnished under this subcontract. The Subcontractor shall state separately on its invoice’s taxes excluded from the subcontract price, and the Laboratory agrees either to pay the amount of the taxes to the Subcontractor or provide evidence necessary to sustain an exemption.

19. TERMINATION FOR CONVENIENCE (AMES LAB

JUN 2023)

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.

20. TERMINATION FOR CAUSE (AMES LAB JUN

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.

21. TITLE (AMES LAB JUN 2023)

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.

22. LIMITATION OF LIABILITY (AMES LAB JUN 2023)

Except as otherwise provided by an express warranty, the subcontractor will not be liable to the Laboratory for consequential damages resulting from any defect or deficiencies in accepted items.

23. OTHER COMPLIANCES (AMES LAB JUN 2023)

(a) The Subcontractor shall comply with all applicable

Federal, State and local laws, executive orders, rules, and regulations applicable to its performance under this subcontract.

(b) Compliance with laws unique to Government contracts. 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.

24. QUALITY OF MATERIALS AND SUPPLIES (AMES

LAB JUN 2023)

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

25. LABORATORY SITE ACCESS AND/OR

PARTICIPATION IN ACTIVITIES BY NON-U.S.

NATIONALS (AMES LAB JUN 2023)

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

(Oct 30, 2023) Page 8 of 13

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 Requestor associated with your activity.

26. EXPORT CONTROLS (AMES LAB JUN 2023)

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

27. ASSIGNMENT AND SUBCONTRACTING (AMES

LAB JUN 2023)

(a) Neither this subcontract nor any interest therein nor claim there under shall be assigned or transferred by the Subcontractor except as expressly authorized in writing by the Laboratory;

provided, that the Subcontractor or its assignee's rights to be paid amounts due as a result of performance of this subcontract may be assigned to a bank, trust company or other financing institution, including any Federal lending institution. The Laboratory may assign this subcontract to a successor operator of the

(b) The Subcontractor shall submit a written list of the names of all sub-subcontractors who will perform any part of the work or supply any principal portions of the materials to the Laboratory within ten (10) days after the effective date of this subcontract or in any event prior to engaging sub-subcontractors or ordering such materials. The Laboratory reserves the right to reject any sub-subcontractor or supplier who is unable to demonstrate that it is qualified and experienced to perform the proposed portion of the work. The Laboratory shall not be required to deal directly with sub-subcontractors.

28. INFORMATION TECHNOLOGY ACQUISITIONS

(AMES LAB JUN 2023)

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.

29. INTEGRATION CLAUSE (AMES LAB JUN 2023)

This subcontract is the entire subcontract between the parties. Unless otherwise provided in this subcontract, this subcontract supersedes all prior contracts or agreements between the Laboratory and the Subcontractor for the goods and services provided in this subcontract. In the event the Subcontractor discovers a discrepancy, inconsistency, or conflict between one or more of the documents comprising this subcontract, Subcontractor shall submit a request for written clarification to the Laboratory. Any work undertaken by the Subcontractor without such decision shall be at the Subcontractor's own risk.

30. NON-WAIVER OF DEFAULTS (AMES LAB JUN

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.

31. WAIVER (AMES LAB JUN 2023)

The failure of the Laboratory to require the performance of any term or obligation of this subcontract, or the waiver by the Laboratory of any breach of this subcontract, shall not prevent any subsequent enforcement of such term or obligation

(Oct 30, 2023) Page 9 of 13 deemed a waive.

32. USE OF NAME OR INTELLECTUAL PROPERTY

(AMES LAB JUN 2023)

Subcontractor shall not use the name, service marks, logos, or trademarks of Ames National Laboratory, Iowa State University, the Government or the name of any of their employees in a publicity of advertising, including endorsements or as a business reference, without the prior written consent of such entities or persons.

33. APPLICABLE LAW (AMES LAB JUN 2023)

To the extent that Federal law does not exist and State law could become applicable to this subcontract, the law of Iowa shall apply.

34. SUSPECT COUNTERFEIT PARTS (BASED ON

DOE ORDER 414.1D CHG 2 (LTDCHG) (SEP 15,

2020)

Notwithstanding any other provisions of this agreement, the Subcontractor warrants that all items provided to the Laboratory shall be genuine, new and unused unless otherwise specified in writing by the Laboratory. Subcontractor further warrants that all items used by the Subcontractor during the performance of work at Ames National Laboratory include all genuine, original, and new components, or are otherwise suitable for the intended purpose. The Subcontractor shall verify the procurement source and associated certifying paperwork. Distributors shall not modify, rework or repair material shipped on this order. Furthermore, the Subcontractor shall indemnify the Laboratory, its agents, and third parties for any financial loss, injury, or property damage resulting directly or indirectly from material, components, or parts that are not genuine, original, and unused, or not otherwise suitable for the intended purpose. This includes, but is not limited to, materials that are defective, suspect, or counterfeit; materials that have been provided under false pretenses; and materials or items that are materially altered, damaged, deteriorated, degraded, or result in product failure.

Types of material, parts, and components known to have been misrepresented include (but are not limited

to) fasteners; hoisting, rigging, and lifting equipment;

cranes; hoists; valves; pipe and fittings; electrical equipment and devices; plate, bar, shapes, channel members, and other heat-treated materials and structural items; welding rod and electrodes; and computer memory modules. The Subcontractor’s warranty also extends to labels and/or trademarks or logos affixed, or designed to be affixed, to items supplied or delivered to the Laboratory. In addition, because falsification of information or documentation may constitute criminal conduct, the Laboratory may reject and retain such information or items, at no cost, and identify, segregate, and report such information or activities to cognizant DOE officials.

The Subcontractor should flow this requirement down to all sub-subcontractors to prevent inadvertent use of counterfeit parts and materials. For more information, refer to the DOE Website:

http://www.hss.energy.gov/sesa/corporate safety/sci (see Attachment 1).

35. CLAUSES INCORPORATED BY REFERENCE

DEAR 952.203-70 – WHISTLEBLOWER

PROTECTION FOR CONTRACTOR

EMPLOYEES (DEC 2000) Applies to work on DOE-owned or leased sites

DEAR 952.204-77– COMPUTER SECURITY

(AUG 2006)

DEAR 952.226-74 – DISPLACED EMPLOYEE

HIRING PREFERENCE (JUN 1997) Applies to contracts greater than $500,000

DEAR 970.5226-2 – WORKFORCE

RESTRUCTURING UNDER SECTION 3161 OF

THE NATIONAL DEFENSE AUTHORIZATION

ACT FOR FISCAL YEAR 1993 (DEC 2000)

Applies to contracts >$500,000

DEAR 970.5232-3 – ACCOUNTS, RECORDS,

AND INSPECTION (DEC 2010)

DEAR 970.5223-7 – SUSTAINABLE

ACQUISITION PROGRAM (OCT 2010) [SC-

ALTERNATE SEP 2018] Applies to first tier contracts greater than SAT that support operation of the DOE facility and offer significant subcontracting opportunities for energy efficient or environmentally sustainable products or services

FAR 52.203-5 – COVENANT AGAINST

CONTINGENT FEES (MAY 2014)

FAR 52.203-6 – RESTRICTIONS ON

SUBCONTRACTOR SALES TO THE

GOVERNMENT (JUN 2020) Applies to contracts greater than SAT.

FAR 52.203-7 – ANTI-KICKBACK

PROCEDURES (JUN 2020) Applies to contracts >$150,000

FAR 52.203-11 – CERTIFICATION AND

DISCLOSURE REGARDING PAYMENTS TO

INLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007) Applies if agreement is in excess of $150,000

FAR 52.203-12 – LIMITATION ON PAYMENTS

TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (JUN 2020) Applies to contracts >$150,000.

FAR 52.203-13 – CONTRACTOR CODE OF

BUSINESS ETHICS AND CONDUCT (NOV

2021) Applies to contracts >$6M with a performance period of more than 120 days

FAR 52.203-14 – DISPLAY OF HOTLINE

POSTER(S) (NOV 2021) – Applies to contracts >$6M performed (if contract performed entirely outside of US)

FAR 52.203-17 – CONTRACTOR EMPLOYEE

WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (JUN 2020)

FAR 52.203-19 – PROHIBITION ON

REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR

STATEMENTS (JAN 2017)

FAR 52.204-9 – PERSONAL IDENTITY

VERIFICATION OF CONTRACTOR

(Oct 30, 2023) Page 10 of 13

PERSONNEL (JAN 2011) Applies when subcontractor employees have routine physical access to a federally-controlled facility or information system

FAR 52.204-10 – REPORTING EXECUTIVE

COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS (JUN 2020)

FAR 52.204-14 – SERVICE CONTRACT

REPORTING REQUIREMENTS (OCT 2016)

Applies to contracts greater than $500,000

FAR 52.204-23 – PROHIBITION ON

CONTRACTING FOR HARDWARE,

SOFTWARE, AND SERVICES DEVELOPED OR

PROVIDED BY KASPERSKY LAB AND OTHER

COVERED ENTITIES (JUL 2018)(SECTION

1634 OF Pub. L. 115-91)

FAR 52.204-25 – PROHIBITION ON

CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT

(AUG 2020) (SECTION 889(a)(1)(A) of Pub. L.

115-232)

FAR 52.209-6 – PROTECTING THE

GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS

DEBARRED, SUSPENDED, OR PROPOSED

FOR DEBARMENT (NOV 2021) Applies to contracts >$35,000

FAR 52.211-5 - MATERIALS REQUIREMENTS

(AUG 2000)

FAR 52.215-10 – PRICE REDUCTION FOR

DEFECTIVE CERTIFIED COST OR PRICING

DATA (AUG 2011)

FAR 52.215-11 – PRICE REDUCTION FOR

DEFECTIVE CERTIFIED COST OR PRICING

DATA—MODIFICATIONS (JUN 2020)

FAR 52.215-12 – SUBCONTRACTOR COST OR

PRICING DATA (JUN 2020) Applies to contracts >$2 million

FAR 52.215-13 – SUBCONTRACTOR COST OR

PRICING DATA--MODIFICATIONS (JUN 2020)

Applies to contracts >$2M

FAR 52.219-8 – UTILIZATION OF SMALL

BUSINESS CONCERNS (OCT 2018)

FAR 52.219-9 – SMALL BUSINESS

SUBCONTRACTING PLAN (OCT 2022) Applies to contracts with large businesses >$1.5M

FAR 52.222-4 – CONTRACT WORK HOURS

AND SAFETY STANDARDS ACT – OVERTIME

COMPENSATION (MAY 2018)

FAR 52.222-6 – CONSTRUCTION WAGE RATE

REQUIREMENTS (AUG 2018)

FAR 52.222-7 – WITHHOLDING OF FUNDS

(MAY 2014)

FAR 52.222-8 – PAYROLLS AND BASIC

RECORDS (JUL 2021)

FAR 52.222-9 – APPRENTICES AND

TRAINEES (JULY 2005)

FAR 52.222-10 – COMPLIANCE WITH

COPELAND ACT REQUIREMENTS (FEB 1988)

FAR 52.222-11 – SUBCONTRACTS (LABOR

STANDARDS) (MAY 2014)

FAR 52.222-12 – CONTRACT TERMINATION

DEBARMENT (MAY 2014)

FAR 52.222-13 – COMPLIANCE WITH

CONSTRUCTION WAGE RATE

REQUIREMENTS AND RELATED

REGULATIONS (MAY 2014)

FAR 52.222-14 – DISPUTES CONCERNING

LABOR STANDARDS (FEB 1988)

FAR 52.222-15 – CERTIFICATION OF

ELIGIBILITY (MAY 2014)

FAR 52.222-21 – PROHIBITION OF

SEGREGATED FACILITIES (APR 2015) Applies if FAR 52.222-26 applies

FAR 52.222-26 – EQUAL OPPORTUNITY (SEP

2016) Applies if contractor is awarded more than $10,000 in Federal contracts in the last 12 months

FAR 52.222-29 – NOTIFICATION OF VISA

DENIAL (APR 2015)

FAR 52.222-30 – CONSTRUCTION WAGE

RATE REQUIREMENTS-PRICE ADJUSTMENT

(NONE OR SEPARATELY SPECIFIED

METHOD) (AUG 2018)

FAR 52.222-35 – EQUAL OPPORTUNITY FOR

VETERANS (JUN 2020) Applies to contracts >$150,000

FAR 52.222-36 – EQUAL OPPORTUNITY FOR

WORKERS WITH DISABILITIES (JUN 2020)

Applies to contracts >$15,000 except when work is performed outside US territories

FAR 52.222-37 – EMPLOYMENT REPORTS ON

VETERANS (JUN 2020) Applies to contracts >$150,000

FAR 52.222-40 – NOTIFICATION OF

EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT (DEC 2010) Applies to contracts >$10,000 and work is performed in the

US

FAR 52.222-50 – COMBATING TRAFFICKING

IN PERSONS (NOV 2021) Applies to contracts >$550,000 and is for supplies other than commercial-off-the-shelf items, acquired outside of the US, or for services performed outside the

US

FAR 52.222-54 – EMPLOYMENT ELIGIBILITY

VERIFICATION (MAY 2022) Applies to contracts greater than <$3,500 and work is performed in the United States

FAR 52.222-55 – MINIMUM WAGES UNDER

EXECUTIVE ORDER 14026 (JAN 2022) Applies to contracts greater than $2K and work is performed in the United States

FAR 52.222-62 – PAID SICK LEAVE UNDER

EXECUTIVE ORDER 13706 (JAN 2022) Applies to contracts greater than $2K and work is performed in the United States

FAR 52.223-2 – AFFIRMATIVE

PROCUREMENT OF BIOBASED PRODUCTS

UNDER SERVICE AND CONSTRUCTION

CONTRACTS (SEPT 2013)

FAR 52.223-13 – ACQUISITION OF EPEAT®-

REGISTERED IMAGING EQUIPMENT (JUN

2014)

FAR 52.223-14 – ACQUISITION OF EPEAT®-

REGISTERED TELEVISIONS (JUN 2014)

FAR 52.223-15 – ENERGY EFFICIENCY IN

ENERGY-CONSUMING PRODUCTS (MAY

2020)

FAR 52.223-16 – ACQUISITION OF EPEAT®-

REGISTERED PERSONAL COMPUTER

saxton Highlight

(Oct 30, 2023) Page 11 of 13

PRODUCTS (OCT 2015)

FAR 52.223-17 – AFFIRMATIVE

PROCUREMENT OF EPA-DESIGNATED ITEMS

IN SERVICE AND CONSTRUCTION

CONTRACTS (MAY 2008)

FAR 52.223-18 – ENCOURAGING

CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING (JUN 2020)

FAR 52.223-17 – AFFIRMATIVE

PROCUREMENT OF EPA-DESIGNATED ITEMS

IN SERVICE AND CONSTRUCTION

CONTRACTS (AUG 2018)

FAR 52.223-18 – ENCOURAGING

CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING (JUN 2020)

Applies to contracts greater than the micro-purchase threshold

FAR 52.224-2 – PRIVACY ACT (APR 1984)

FAR 52.224-3 – PRIVACY TRAINING (JAN

2017)

FAR 52.225-9 – BUY AMERICAN -

CONSTRUCTION MATERIALS (OCT 2022)

FAR 52.225-10 – NOTICE OF BUY AMERICAN

REQUIREMENT-CONSTRUCTION MATERIALS

(MAY 2014)

FAR 52.225-13 – RESTRICTION ON CERTAIN

FOREIGN PURCHASES (FEB 2021)

FAR 52.228-2 – ADDITIONAL BOND SECURITY

(OCT 1997)

FAR 52.230-2 – COST ACCOUNTING

STANDARDS (JUN 2020)

FAR 52.230-6 – ADMINISTRATION OF COST

ACCOUNTING STANDARDS (JUN 2010)

FAR 52.232-5 – PAYMENTS UNDER FIXED-

PRICE CONSTRUCTION CONTRACTS (MAY

2014)

FAR 52.232-40 – PROVIDING ACCELERATED

PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (MAR 2023)

FAR 52.236-2 – DIFFERING SITE CONDITIONS

(APR 1984)

FAR 52-236-3 – SITE INVESTIGATION AND

CONDITIONS AFFECTING THE WORK (APR

1984)

FAR 52.236-5 – MATERIAL AND

WORKMANSHIP (APR 1984)

FAR 52.236-10 – OPERATIONS AND

STORAGE AREAS (APR 1984)

FAR 52.236-11 – USE AND POSSESSION

PRIOR TO COMPLETION (APR 1984)

FAR 52.236-12 – CLEANING UP (APR 1984)

FAR 52.236-15 – SCHEDULES FOR

CONSTRUCTION CONTRACTS (APR 1984)

FAR 52.236-21 – SPECIFICATIONS AND

DRAWINGS FOR CONSTRUCTION (FEB 1997)

FAR 52.242-13 – BANKRUPTCY (JULY 1995)

FAR 52.242-14 – SUSPENSION OF WORK

(APR 1984)

FAR 52.242-15 – STOP WORK ORDER (AUG

1989)

FAR 52.243-4 – CHANGES (JUNE 2007)

FAR 52.244-6 – SUBCONTRACTS FOR

COMMERCIAL PRODUCTS AND

COMMERCIAL ITEMS (JUN 2023)

FAR 52.246-12 – INSPECTION OF

CONSTRUCTION (AUG 1996)

FAR 52.246-21 – WARRANTY OF

CONSTRUCTION (MAR 1994)

FAR 52.247-63 – PREFERENCE FOR U.S.

FLAG AIR CARRIERS (JUN 2003) all contracts that involve international air transportation

FAR 52.247-64 – PREFERENCE FOR

PRIVATELY OWNED U.S. – FLAG

COMMERCIAL VESSELS (NOV 2021) all contracts except ocean transportation services or construction contracts, or if contractor is reselling/distributing to government without adding value, or shipped in direct support of US military

FAR 52.248-3 – VALUE ENGINEERING-

CONSTRUCTION (OCT 2020)

FAR 52.249-2 – TERMINATION FOR

CONVENIENCE OF THE GOVERNMENT

(FIXED-PRICE) (APR 2012) (ALT 1)

FAR 52.249-10 – DEFAULT (FIXED-PRICE

CONSTRUCTION) (APR 1984)

(Oct 30, 2023) Page 12 of 13

36. ATTACHMENT 1 TO SUSPECT/COUNTERFEIT PARTS CLAUSE

(Oct 30, 2023) Page 13 of 13

37. ATTACHMENT 2 WORKER PROTECTION FOR DOE CONTRACTOR EMPLOYEES POSTER