02 SAMPLE Subcontract.pdf

Subcontract No. TBD Page 1

SUBCONTRACT

NO. TBD

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

Subcontractor:

LBNL TEMPORARY VENDOR

Attention: To be determined

NOT A VALID VENDOR

BERKELEY, CA

Phone: To be determined Fax:

E-Mail: To be determined

University Procurement Representative:

Name: Janet Schlock Phone: 510/486-5314 E-Mail: JSchlock@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for VC04 and VC12 Pumping Station for the ALS-U project, as further described herein. The North American Industry Classification System (NAICS) for this acquisition is 339113 Surgical Appliance and Supplies Manufacturing.

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.

LBNL TEMPORARY VENDOR

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA

By:

By:

Name:

Name:

Janet Schlock

Title:

Title:

Principal Subcontract Administrator

Date:

Date:

TBD

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SCHEDULE OF ARTICLES

ARTICLE 1 - ORDERED ITEMS

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

Id Drawing ID Description Qty Unit Price Extd Price Due Date

1 AL-1780-0067

VC12 (Standard) - Pumping station

FIRST ARTICLE

12 weeks After FDR Approval

2 AL-1779-9988

VC04 - Pumping station

PRODUCTION

20 weeks After First Article Approval

3 AL-1780-0067

VC12 (Standard) - Pumping station

4 AL-1780-0090

VC12 (Hbend) - Pumping station

TOTAL $TBD.00

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.

Acceptance Acceptance of the items described above is based upon successful completion and submittal of the acceptance criteria list AL-1779-4847 and as described within the SOW incorporated into this Subcontract.

Notice to Proceed

A written Notice to Proceed must be issued by the LBNL Technical Representative before proceeding past the identified progress point:

1 .Successful completion and acceptance of the FDR. LBNL will provide a written approval to the subcontractor indicating the NTP that has been satisfied.

2. Successful completion and acceptance of the First article. LBNL will provide a written approval to the subcontractor indicating the NTP that has been satisfied

3. Successful completion and acceptance of production articles test report prior to shipment. LBNL will provide a written approval to the subcontractor indicating the NTP that has been satisfied

Acceptable documents, as determined by the University, must be submitted and a Notice to Proceed must be issued before any work may commence, unless otherwise noted below.

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ARTICLE 2 - PRICE AND PAYMENT

Fixed Price The Subcontractor shall furnish and deliver the ordered item(s) for the total fixed price of $TBD.00.

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/.

Invoices

The Subcontractor shall email invoice(s) directly to the LBNL Accounts Payable Office at APInvoice@lbl.gov, upon completion of a milestone 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.

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 support an invoice. The Subcontractor shall maintain records which support all invoiced amounts, and provide them to the University Procurement Representative upon request.

Payment Terms

All invoices except the final invoice shall be payable within 30 days of receipt if the invoice submission is compliant with the subcontract requirements for invoicing; 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

Notices, Requests, and Modifications

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The Subcontractor shall submit all notices and requests for approval by email to the University Procurement Representative indicated on the signature page.

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.

Technical Representative Technical Representative Name 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.

Technical Representative Name Technical Representative@lbl.gov

510-486-XXXX

Closeout The Subcontractor shall, as a condition of full payment, assist the University after the completion of the work in accomplishing the administrative closeout of this Subcontract, including, as necessary or required, the furnishing of documentation and reports, the disposition of property, the disclosure of any inventions, the execution of any required 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

Shipping Terms ( for Foreign)

The shipping terms are Delivered at Place Unloaded (DPU) (per Incoterms 2020) 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.

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Or

Shipping Terms ( for Domestic)

The shipping terms are FOB Destination, freight prepaid and add. All shipments shall be shipped via a licensed common carrier selected by the Subcontractor, at the University's expense

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

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

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

ARTICLE 6 - 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

Subcontract No. TBD Page 6 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.

ARTICLE 7 - 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 8 - ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

General The Laboratory is subject to several interacting initiatives and federal and DOE requirements related to sustainability, including waste reduction, Recycled Content Products (EPA Designated Products), Biobased, (BioPreferred®), energy efficient products (EnergyStar®), environmentally preferable and energy efficient electronics (EPEAT® and Federal Energy Management Program (FEMP) Designated Products), Non-Ozone Depleting Alternative Products (SNAP) and Water Efficient Plumbing Products (EPA Watersense®). The Laboratory also implements State of California requirements on packaging and electronic waste recycling.

The subcontractor must deliver products and services in compliance with this article which implements the requirements of DOE’s Sustainable Acquisition Program, as well as other federal- and state-mandated sustainability requirements.

In the performance of this Subcontract, the Subcontractor must 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 herein, the General Provisions, and the intended end use of the products or services. The Laboratory generally considers the requirements practicable unless a specific program exception applies. Refer to SFTool.gov/Vendor Resources for links to sustainability resources and information on environmental programs the Laboratory and its suppliers/subcontractors are required to comply with, including exceptions.

DOE Order 436.1.A. In addition to the above programs, DOE Order 436.1.A requires:

The subcontractor must maximize, to the extent feasible, the procurement of materials and operations with lower embodied emissions and alternatives to ozone-depleting substances and high global warming potential hydrofluorocarbons.

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The subcontractor must minimize, to the extent feasible, the supply of products and services determined by the EPA to be contaminants of emerging concern (CEC), including pharmaceuticals and personal care products and CECs found therein. The subcontractor shall provide Safer Choice labeled products under this subcontract, as applicable. The subcontractor is encouraged to visit https://www.epa.gov/saferchoice for updated lists of qualifying products.

The subcontractor must minimize the supply of products with toxic and hazardous characteristics, and minimize the generation of toxic and hazardous waste, to the maximum extent practicable.

E-Waste Recycling Requirements. All recyclers of electronic equipment must be e-Steward certified by the Basel Action Network (BAN).

For any equipment removed by the subcontractor and scheduled to be refurbished or recycled, the subcontractor must attest that those actions will be handled by a refurbisher or recycler that is third-party certified to one of the known electronics recycling certification programs that is used in the United States, the Responsible Recycling Standard (R2) or the E-Stewards Standard.

Information on environmentally preferable products and services is also available at:

https://www.epa.gov/contracts/greening-government-procurement. State of California sustainable procurement information can be found at: https://ucop.edu/procurement-services/for-suppliers/sustainable-procurement/sustainable-procurement-training-resources.html

Questions regarding these sustainable acquisition requirements may be directed to the Laboratory Sustainable Procurement Representative (Business-Assurance_Sustainable@lbl.gov

Packaging

The subcontractor must minimize the supply of single use items including single-use plastic foodware (e.g., plates, cups, utensils, beverage bottles and bags).

The subcontractor must make 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 must use every reasonable effort to use cardboard and paper-based packaging materials for shipments to the Laboratory.

Packaging Requirements

All packaging must be compliant with the California Toxics in Packaging Prevention Act (California AB 455). and must meet all additional standards and requirements set forth in the UC Sustainable Practices Policy. In addition, the Laboratory requires that all packaging meet at least one of the criteria listed below:

Uses bulk packaging;

Uses reusable packaging (e.g. totes reused by delivery service for next delivery);

Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product;

Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S. Environmental Protection Agency Comprehensive Procurement Guidelines;

Uses locally recyclable or certified compostable material.

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Foam packaging is prohibited as follows:

Foam Ban – Food Service Packaging - The Laboratory does not allow packaging foam or expanded polystyrene (EPS) for takeaway containers or other food service items, in any University-owned or -operated food service facility.

Foam Ban – Product Packaging - The Laboratory prohibits all subcontracted and non-subcontracted suppliers from selling or distributing packaging foam (other than that utilized for laboratory supply or medical packaging) to the Laboratory. Packaging foam is defined as any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. EPS), polyurethane foam, polyethylene foam, polyvinyl chloride (PVC) foam, and microcellular foam.

Not included in this ban are easily biodegradable, plant-based foams such as those derived from corn or mushrooms.

EPA-Designated Items – Recovered Material The Subcontractor must specify, furnish, and use products containing recovered materials that are EPA-designated items to the maximum extent practicable. Under the Comprehensive Procurement Guidelines (CPG) program, the Environmental Protection Agency (EPA) designates products that are or can be made with recovered materials, and recommends practices for buying these products. Any designated product that is being offered or supplied under this Subcontract shall meet the minimum recommended content levels as identified under the CPG program

"EPA-designated item" means a product that is or can be made with recovered material. The product categories include: building and construction, carpets, cleaning, electronics, fleets, food services, landscaping, meetings and conferences, office supplies, and paper. Examples of products in these categories and Product Resource Guides and a CPG Product Supplier Directory may be found at EPA’s Comprehensive Procurement Guideline Program webpage.

"Recovered material" means some or all of the material of a product comes from material that was recovered or diverted from solid waste streams, excluding materials and by-products reused within an original manufacturing process.

Visit https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program or https://sftool.gov/greenprocurement for a complete list of designated products and the associated recommended content levels.

SFTool.gov/Vendor Resources provides links to sustainability resources and information on environmental programs the Laboratory and its suppliers/subcontractors are required to comply with, including EPA-designated products.

Electronic Product Environment Assessment Tool (EPEAT) The Electronic Product Environmental Assessment Tool (EPEAT®) is a federally recognized global ecolabel for the information technology sector.

The Subcontractor must only furnish or acquire for use at the Laboratory, EPEAT-registered imaging equipment, televisions, and personal computer products. The Subcontractor is responsible for ensuring products meet the latest EPEAT® requirements at the time of delivery.

For information about the standard, see www.epa.gov/epeat.

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SFTool.gov/Vendor Resources provides links to sustainability resources and information on environmental programs the Laboratory and its suppliers/subcontractors are required to comply with, including EPEAT® products.

Reporting Requirements – Environmentally Preferable Electronic Products The Subcontractor must submit quarterly reports of EPEAT® labeled products by the 15th of January, April, July and October, and annual reports by October 15 in a format approved by the University Sustainable Procurement Representative. These reports must list the purchases of electronic products by product type and EPEAT® product category (Gold, Silver, or Bronze) status or not. The searchable EPEAT® registry can be found online at: https://www.epeat.net/ or SFTool.gov.

Reports must be submitted to the University Procurement Representative, with a copy to the LBNL Sustainable Procurement Representative (Business-Assurance-Sustainable@lbl.gov).

ARTICLE 9 - 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 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 10 - FIRST ARTICLE OF APPROVAL

The Subcontractor shall test the first article of VC12 (Standard) - Pumping station , in accordance with the requirements of this Subcontract. The Subcontractor shall perform these tests in sufficient time to allow delivery of the ordered items by the delivery date(s) specified in this Subcontract. At least 30 work days before the beginning of first article tests, the Subcontractor shall notify the University Technical Representative, in writing, of the time and location of the testing so the University may witness the tests.

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.

7794553, VC12 (Standard) - Pumping station.

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.

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

Subcontract No. TBD Page 10 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 in paragraph C, above. The University reserves the right to require an equitable adjustment of the Subcontract price for any extension of the delivery schedule or for any additional costs to the University related to these tests.

If the Subcontractor fails to deliver any first article report on time, or the University disapproves any first article, the Subcontractor shall be deemed to have failed to make delivery within the meaning of the termination for default provisions of this Subcontract.

If the University does not act within the time specified in paragraph C or D, above, the University shall, upon timely written request from the Subcontractor, equitably adjust the delivery or performance dates and/or the Subcontract price, and any other subcontractual term affected by the delay.

ARTICLE 11 - 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 G UHV Chamber & Component Production Requirements Dated August 23, 2024 AL-1779-4845 Rev A SR-VC04 & VC12 Statement of Work Dated December 9, 2024 AL-1779-4846 Rev A SR-VC04 & VC12 ESD Dated December 09, 2024 AL-1779-4847 Rev A SR-VC04 & VC12 Acceptance Criteria List Dated December 9, 2024 AL-1779-4848 Rev A SR-VC04 & VC12 Applicable Documents List Dated December 09,2024 All Drawings can be accessed via the following Link – copy paste into your browser

ARTICLE 12 - 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/.

General Provisions for Commercial Supplies & Services, 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.

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.

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)