02 Sample Subcontract .pdf

Subcontract No. TBD Page 1

SUBCONTRACT

NO. 7755070

The Regents of the University of California Lawrence Berkeley National Laboratory One Cyclotron Road Berkeley, CA 94720

Subcontractor:

TBD

University Procurement Representative:

Name: Janet Schlock Phone: (510) 486-5314 Fax: (510) 486-4380 E-Mail: JSchlock@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for Final manufacturing design, fabrication, dimensional inspection, fiducialization, vacuum testing and delivery of vacuum chambers for the ALS-U Project., as further described herein.

This Subcontract is between The Regents of the University of California, (hereinafter "University") and the party identified above as the "Subcontractor".

This Subcontract is issued under Prime Contract No. DE-AC02-05CH11231 between the University and the United States Government (hereinafter "U.S. Government"), represented by the Department of Energy (hereinafter "DOE") for the management and operation of the Lawrence Berkeley National Laboratory (hereinafter "LBNL") and the performance of certain research and development work.

Agreement The parties agree to perform their respective obligations in accordance with the terms, conditions, and provisions of the attached SCHEDULE OF ARTICLES and the documents referenced or incorporated therein, which together with this Signature Page shall collectively constitute the entire Agreement and shall supersede all prior negotiations, representations, or agreements, whether verbal or written.

TBD

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

Subcontract No. TBD Page 2

SCHEDULE OF ARTICLES

ARTICLE 1 – ORDERED ITEMS

A. Description

The Subcontractor shall furnish and deliver the following ordered item(s), in accordance with this Subcontract:

Item

Description Quantity Unit Price

Extended Price

UOM Delivery Schedule:

1 First Article

AL-1709-7009

VC12-IR + all features

1 $TBD $TBD EA 16 Weeks After FDR Approval

2 Production

AL-1709-7009

VC12-IR + all features

3 TBD TBD EA 24 weeks After First Article Approval

3 Production

AL-1713-7011

VC12-Diag + all features

1 TBD TBD EA 24 weeks After First Article Approval

TOTAL $TBD

The above delivery schedule identifies the date(s) by which the specified item(s) shall be delivered to the shipping address indicated in the article below entitled Shipping Requirements.

A. Acceptance

B. Acceptance

Acceptance of the items described above is based upon successful completion of the acceptance test plan, as defined within the Statement of Work AL-1704-8935 and Specification AL-1704- 8934 incorporated into this Subcontract.

1. Notice to Proceed

A written notice to proceed is required from the LBNL Technical Representative after each of the three Hold Points as noted within the incorporated Statement of Work AL-1704-8935.

A Notice to Proceed must be issued before any work may commence.

ARTICLE 2 – PRICE AND PAYMENT

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A. Fixed Price

The Subcontractor shall furnish and deliver the ordered item(s) for the total fixed price of $TBD.

B. Sales or Use Tax

Items purchased by the University hereunder are treated as for resale, per the University's California State Resale Permit No. SR-CH 21-835970 for LBNL, and shall not be subject to any California or other State sales or use tax if shipped to California. Any items furnished hereunder for rentals or leases are subject to California State sales or use tax, and such tax is included in the fixed prices/rates stated herein.

The University of California State Resale Permit No. SR-CH 21-835970 for LBNL is available at:

http://procurement.lbl.gov/supplier-forms/.

C. Invoices

1. The Subcontractor shall email invoice(s) directly to the LBNL Accounts Payable Office at APInvoice@lbl.gov, within thirty days of acceptance of the item(s). The "subject" line of the email shall state the Subcontractor's name and the Subcontract number. If final invoices are not submitted within 180 days of acceptance, then any amounts paid by the University to that point will represent satisfaction in full by LBNL under this Subcontract and an Accord and Satisfaction. This means that LBNL will not be obligated to make any further payments under this Subcontract.

To avoid delays in processing and payment, Subcontractors should include only one attachment per email. Multiple invoices should be combined and attached as a single portable document format (PDF) or Microsoft Word or rich text format (RTF) file (up to 30 individual invoices per attachment) or emailed separately (one attachment per email).

Do not include icons/pictures in the email (logos, etc.) and ensure only one subcontract number is listed on the invoice.

2. If unable to submit an invoice by email, the Subcontractor may submit the invoice to the following address:

Lawrence Berkeley National Laboratory Accounts Payable Office, Subcontract No. TBD XXXX One Cyclotron Road, M/S 971-AP Berkeley, CA 94720

3. Invoice(s) shall state: the Subcontract number; the Subcontractor (including business heading or logo); bill to address (same address as above); invoice date; unique invoice number; remittance address; sufficiently identify the items/services being invoiced; and identify any separately payable freight charges (with receipts if available) and taxes.

Invoice(s) in a spreadsheet format are not acceptable, but a spreadsheet can be used to

Subcontract No. TBD Page 4 support an invoice. The Subcontractor shall maintain records which support all invoiced amounts, and provide them to the University Procurement Representative upon request.

D. Payment Terms

All invoices except the final invoice shall be payable within 30 days of receipt; provided, however, that payments made thereafter shall not be subject to any penalty, interest, or late charges. Only those items/services identified in this Subcontract or a Subcontract Modification will be considered for payment. Payment amounts may be adjusted for any applicable credits, offsets, or withholds.

Full payment shall not be due until any final acceptance requirements of this Subcontract have been satisfied. For inquiries about the status of an invoice, call (510) 486-6954 or aphelp@lbl.gov.

ARTICLE 3 – SUBCONTRACT ADMINISTRATION

A. Notices, Requests, and Modifications

The Subcontractor shall submit all notices and requests for approval by email to the University Procurement Representative indicated on the signature page or at the following mail address:

Attn: Janet Schlock One Cyclotron Road M/S 971-PROC

Only the University Procurement Representative is authorized to modify the terms, conditions, and requirements of this Subcontract, including any changes to the description of the work, and to issue any notices and approvals required by this Subcontract. Certain changes to this subcontract may be made only by the University Procurement Representative without subcontractor agreement or negotiation prior to the change. Such changes may include: changes of an administrative nature, directed changes pursuant to the clause incorporated herein entitled:

“CHANGES,” unilateral modifications authorized by clauses other than the Changes clause, and termination notices. Apart from the University Procurement Representative’s authority to issue unilateral changes, the parties may mutually agree to make changes in the work ordered, or modify any other term or condition of the subcontract, resulting in an amendment to the subcontract, but only by a written modification signed by the authorized representatives of both parties.

B. Technical Representative

TBD is the Technical Representative for this Subcontract. This individual is designated to monitor performance of the work and to interpret and clarify the technical requirements, but is not authorized to make changes to the work or to modify any of the terms and conditions of this Subcontract, including those related to the completion schedule or pricing.

TBD

TBD@lbl.gov

510-486-XXXX

C. Closeout

The Subcontractor shall, as a condition of full payment, assist the University after the completion

Subcontract No. TBD Page 5 of the work in accomplishing the administrative closeout of this Subcontract, including, as necessary or required, the furnishing of documentation and reports, the disposition of property, the disclosure of any inventions, the execution of any required documents (including an Assignment and Release form if this form is an incorporated document), the performance of any audits, and the settlement of any interim or disallowed costs.

ARTICLE 4 - FURNISHED AND ACQUIRED PROPERTY

The University will not furnish any U.S. Government Property for use under this Subcontract and no Subcontractor Acquired Property is anticipated. The Subcontractor is not authorized to acquire, fabricate, or provide any tangible personal property items for use under this Subcontract without the University Procurement Representative's advanced written approval via Subcontract modification. The Subcontractor is required to notify the University prior to purchasing any Subcontractor Acquired Property and assumes the risk of not being reimbursed for property if approvals are not provided by the University in advance via Subcontract modification.

ARTICLE 5 - SHIPPING REQUIREMENTS

A. Shipping Terms

The shipping terms are Delivered Duty Paid (DDP) (per Incoterms 2020) or FBO Destination to the delivery address. All shipments shall be shipped via a U.S. flag air carrier or U.S. ocean vessel and a U.S. licensed common carrier selected by the Subcontractor, at the Subcontractor's expense.

B. Shipping Address

All shipments shall be shipped to the following address:

Lawrence Berkeley National Laboratory For the U.S. Department of Energy One Cyclotron Road, Building 69

`Berkeley, CA 94720

C. Shipping Point

The shipping point is: ___________ (City, State or Foreign country).

D. Customs Clearance ( as reference for any foreign Subcontractor)

To facilitate customs clearance, 48 hours prior to vessel departure Subcontractor shall email or fax interfreight copies of the following documents to Aeronet Worldwide (broker identified below) and the University Procurement Representative (identified in the Subcontract):

Bill of Lading

Commercial Invoice

Packing List

Aeronet Worldwide 1755 Rollins Road

Subcontract No. TBD Page 6

Burlingame, CA 94010 Phone: (650) 259-2155 Fax: (650) 259-2150 Email: SFOimport@aeronet.com

ARTICLE 6 - REPORTS

A. Type of Reports.

The Subcontractor shall provide periodic reports on the work to the Technical Representative as required by the Statement of Work AL-1704-8935 incorporated into this Subcontract

B. Submittal.

Reports shall be separately submitted to the following recipients at the following email or mailing address:

Attention: [Intended Recipient; see below] One Cyclotron Rd., Mail Stop [see below]

Recipient Mail Stop Email LBNL Technical Representative TBD@lbl.gov Janet Schlock JSchlock@lbl.gov

ARTICLE 7 - APPROVAL OF TECHNICAL DATA

If this Subcontract requires the Subcontractor to furnish any drawings, specifications, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance or test data, or other technical data for approval by the University prior to Subcontractor performance, the approval of the data by the University shall not relieve the Subcontractor from responsibility for any errors or omissions in such data or from responsibility for complying with the requirements of this Subcontract, except as specified below.

Any work done prior to such approval shall be at the Subcontractor's risk.

Unless otherwise specified, the University requires a period of 10 working days from date of receipt to review and approve the data. If the University does not approve the data within the allotted time period, the parties will establish a new time period for review and approval of the data and, if necessary, the delivery schedule or completion date will be equitably adjusted.

If the data includes any variations from the Subcontract requirements, the Subcontractor shall describe such variations in writing at the time of submission of the data. If the University approves any such variation(s), a change order to the Subcontract shall be issued by the University and, if appropriate, a bilateral modification to the Subcontract shall be negotiated.

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ARTICLE 8 -PRELIMINARY INSPECTION

The University reserves the right to observe and witness all phases of the manufacturing of the items, including design, fabrication, assembly, testing, and inspection, conducted at the Subcontractor's facility or at any of its sub-tier subcontractors' facilities.

Preliminary in-process and source inspections may be performed at the Subcontractor's facility or at any of its sub-tier subcontractors' facilities. The inspection shall allow the University to verify that the Subcontractor has met the requirements of this Subcontract. Prior to University inspection, the Subcontractor shall perform a complete inspection and document the results. The Subcontractor shall present this documentation to the University at the time of the preliminary inspection. Such preliminary inspection does not waive the right of the University to inspect and accept or reject at the destination. The University reserves the right to subcontract with a qualified third party to conduct on its behalf any or all of the University inspections.

ARTICLE 9 - ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

In the performance of this Subcontract, the Subcontractor shall specify, furnish, and use environmentally preferable products and services (i.e., products and services with a lesser or reduced effect on human health and the environment), to the maximum possible extent consistent with the Subcontract requirements and the intended end use of the products or services. Information on environmentally preferable products and services is available at: https://www.epa.gov/contracts/greening-government-procurement.

The Subcontractor agrees to use good faith efforts to utilize smart-size packing; to customize box sizes in order to reduce packaging waste, and to minimize the number of shipments per order. Recycling practices and methods should be used to minimize the adverse effects on the environment. The Subcontractor shall use every reasonable effort to use cardboard and paper-based packaging materials for shipments to the University.

ARTICLE 10 - ELIGIBILITY CERTIFICATION

By acceptance of this Subcontract, the Subcontractor certifies that:

A. To the best of its knowledge and belief, it and its principals are not presently debarred, suspended, proposed for debarment, or declared ineligible by any agency of the federal government for the award of contracts (including subcontracts);

B. To the extent it has had previous U.S. Government contracts or first-tier subcontracts subject to the Equal Opportunity clause (FAR 52.222-26) of the General Provisions, it has developed and has on file all written affirmative action programs and it has filed all prescribed compliance reports, as required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).

ARTICLE 11 - SYSTEM FOR AWARD MANAGEMENT (SAM)

By acceptance of this Subcontract, the Subcontractor certifies that it will be registered in the SAM database (http://www.sam.gov/) within 30 days of Subcontract award per Federal Acquisition Regulation (FAR) 52.204-7, System for Award Management, and acknowledges the requirement heretofore to

Subcontract No. TBD Page 8 maintain said registration in the database in accordance with FAR 52.204-13, System for Award Management Maintenance, during performance of this Subcontract. The Subcontractor is responsible for the accuracy and completeness of its data within the SAM database in accordance with the stated requirements. In any event, failure to complete the registration within the required timeframe or to maintain such registration throughout Subcontract performance is considered a breach of Subcontract.

ARTICLE 12 - FIRST ARTICLE OF APPROVAL

A. The Subcontractor shall test the first article in accordance with the requirements of this Subcontract. The Subcontractor shall submit a first article test report within five work days from completion of the test to the University Technical Representative, marked "FIRST ARTICLE TEST REPORT: Subcontract No. TBDXXXX, VC12 IR & VC12-Diag Vacuum Chambers

B. Within five work days after the University receives the test report, the University shall notify the Subcontractor, in writing, of the conditional approval, approval, or disapproval of the first article.

The notice of conditional approval or approval shall not relieve the Subcontractor from complying with all requirements of the specifications and all other terms and conditions of this Subcontract.

A notice of conditional approval shall state any further action required of the Subcontractor. A notice of disapproval shall cite reasons for the disapproval.

C. If the first article is disapproved, the Subcontractor, upon the University's request, shall repeat any or all first article tests. After each request, the Subcontractor shall make any necessary changes, modifications, or repairs to the first article or select another unit for first article testing. All costs related to these tests are to be borne by the Subcontractor, including any and all costs for additional tests following a disapproval. The Subcontractor shall then conduct the tests and deliver another report to the University under the terms and conditions and within the time specified by the University. The University shall take action on this report within the time specified above.

D. The Subcontractor shall produce both the first article and the production quantity at the same facility.

ARTICLE 13- INCORPORATED DOCUMENTS

The following documents are hereby incorporated as a part of this Subcontract. The order of precedence for each document must be as specified in the Entire Agreement and Order of Precedence clause in the General Provisions. Any other documents not incorporated herein by specific reference are excluded from this Subcontract. The documents marked with an asterisk are available at http://procurement.lbl.gov/supplier-forms/.

AL-1220-7841 Rev F UHV Chamber and Component Requirements dated 12/16/2022

AL-1453-8149 Rev E Weldment VC12, SR dated 01/13/2024

AL-1476-9886 Rev A Weldment Chamber VC12 Dated 3/19/2024

AL-1698-2423 Rev A Flange RF Gen II QF50-F dated 1/17/2024

AL-1704-8934 Rev A Specification dated 4/10/2024

AL-1704-8935 Rev A Statement of Work dated 4/10/2024

AL-1704-8936 Rev A Acceptance Criteria List dated 4/09/2021

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AL-1705-5717 Rev A Flange Obround, Blank dated 3/04/2024

AL-1709-7009 Rev A ASM, Shipping, VC12 IR dated 3/12/2024

AL-1713-7011 Rev A ASM Shipping, VC12 SR07 dated 3/25/2024

ARTICLE 14 - GENERAL PROVISIONS

The following General Provisions are incorporated by reference into this Subcontract and are available at: http://procurement.lbl.gov/welcome-to-procurement-property/become-a-supplier/general-provisions/.

DEAR 952.223-78 SUSTAINABLE ACQUISITION PROGRAM (OCT 2010)

A. General Provisions for Commercial Supplies & Services, dated 12/22/23 or

B. General Provisions for Commercial Supplies & Services (Foreign), dated 12/22/23.

The clauses listed in the referenced General Provisions shall be applicable to this Subcontract, based on the value of the Subcontract, the status of the Subcontractor, or the nature and location of the Services, as indicated in the General Provisions.

(END OF SCHEDULE OF ARTICLES)