02 Sample Subcontract - Welded Bellows.pdf

Subcontract No. XXXXXXX Page 1 of 9

SUBCONTRACT

NO. XXXXXXX

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 The fabrication, dimensional inspection, assembly, vacuum testing and delivery of RF bellows assemblies 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. XXXXXXX Page 2 of 9

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:

LINE

ITEM DESCRIPTION QTY UNIT

Unit Price

Extended Price

Delivery Schedule

1 AL-1657-8305 18mm Round - QF50-F First Article 5 EA

2 AL-1519-4314 18mm Keyhole – QF100-F First Article 5 EA

3 AL-1657-8305 18mm Round – QF50-F Production 12 EA

4 AL-1519-4314 18mm Keyhole QF100-F Production 8 EA

5 AL-1657-8249 13mm Round QF50-F Production 12 EA

6 AL-1511-2875 13mm Round QF40-F Production 14 EA

7 AL-1670-2483 13mm Keyhole QF63-F Production 7 EA

8 AL-1518-7308 Contact Finger 18mm Round Aperture Spare 5 EA

9 AL-1642-6630 Spring Finger 18mm Round Aperture Spare 5 EA

10 AL-1662-0696 Contact Finger 18mm KH Aperture Spare 5 EA

11 AL-1683-6995 Contact Finger Side 18mm KH Aperture Spare 5 EA

12 AL-1662-2259 Spring Fingers 18mm KH Aperture Spare 5 EA

13 AL-1698-1349 Contact finger 13 mm Round QF50 Spare 5 EA

14 AL-1576-2243 Spring Finger 13mm Round Aperture Spare 10 EA

15 AL-1445-6672 Contact finger 13 mm Round DN40 Spare 5 EA

16 AL-1673-5807 Contact Finger 13mm KH Aperture Spare 5 EA

17 AL-1700-0995 Contact Finger Side 13mm KH Aperture Spare 5 EA

18 AL-1673-5806 Spring Fingers 13mm KH Aperture Spare 5 EA

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 *Instruction – Please reference SOW for desired delivery datesAcceptance

Acceptance of the items described above is based upon successful completion of the acceptance criteria list AL-1372-1719, and requirements as stated within Statement of Work AL-1730-9427 both incorporated into this Subcontract.

C. Notice to Proceed

Subcontract No. XXXXXXX Page 3 of 9

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

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

ARTICLE 2 – PRICE AND PAYMENT

A. Fixed Price

The Subcontractor shall furnish and deliver the ordered item(s) for the total fixed price of $TBD as detailed within Subcontract ARTICLE 1.

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 7761987 One Cyclotron Road, M/S 971-AP Berkeley, CA 94720

Subcontract No. XXXXXXX Page 4 of 9

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 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 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.

TBD TR Name

Subcontract No. XXXXXXX Page 5 of 9

TR @LBL.gov

510-486-XXXX

C. 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

A. 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.

A. Shipping Terms for Foreign

The shipping terms are Delivered Duty Paid (DDP) (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.

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

C. Shipping Point

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

D. 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

Subcontract No. XXXXXXX Page 6 of 9

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 - REPORTS

A. Type of Reports.

The Subcontractor shall provide periodic reports on the work as required by the Technical Representative, or as required by the Statement of Work Document 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 TR@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

Subcontract No. XXXXXXX Page 7 of 9 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 8 - 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 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 APPROVAL

A. The Subcontractor shall deliver to the University for testing the first prototype articles as identified within this Subcontract to be delivered by the scheduled date as provided herein.

B. The shipping documentation shall contain this Subcontract number and the item identification.

The characteristics that the first article must meet and the testing requirements are specified elsewhere in this Subcontract.

C. Within 15 calendar days after receiving the first article, 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.

D. If the first article is disapproved, the Subcontractor, upon the University's request, shall submit an additional first article for testing. 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 furnish any additional first article

Subcontract No. XXXXXXX Page 8 of 9 under the terms and conditions and within the time specified by the University. The University shall act on the first article 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.

E. If the Subcontractor fails to deliver any first article 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.

F. 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.

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

H. The Subcontractor shall remove and dispose of any first article from the University test facility at the Subcontractor’s expense if the first article is not included in the subcontract purchased quantity or is rejected by the University.

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-1730-9426 Rev A dated 05/15/2024 Acceptance Criterial List *AL-1730-9427 Rev A dated 05/20/2024 Statement of Work *AL-1730-9428 Rev A dated 05/16/2024 Specification *AL-1731-1719 Rev A dated 05/16/2024 Applicable Document List

All Drawings can be accessed via the following Link – copy paste the URL into your browser https://drive.google.com/drive/folders/1BD3YgDGrTHkyFp4Hx9AL25sKHKqt3qz8

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/.

1. The following clause is hereby added to the Clauses Incorporated by Reference clause of the General Provisions:

DEAR 952.223-78 SUSTAINABLE ACQUISITION PROGRAM (OCT 2010)

FAR 52.225-1 BUY AMERICAN ACT – SUPPLIES (OCT 2022) MODIFIED BY DEAR

970.2570-1

Subcontract No. XXXXXXX Page 9 of 9

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

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

B. 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)