02 Sample Subk 2 - Welded Bellows.pdf

Subcontract No. XXXXXXX Page 1

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., 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:

Sample Subcontract mailto:TBD

Subcontract No. XXXXXXX 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:

LINE

ITEM

DESCRIPTION QTY UNIT Unit Price Extended Price Delivery Date

1 AL-1549-7111 Elliptical w/BPM First Article 5 EA

2 AL-1669-8822 13mm Keyhole w/BPM First Article 5 EA

3 AL-1549-7111 Elliptical w/BPM Production 8 EA

4 AL-1652-5436 18mm Round w/BPM Production 29 EA

5 AL-1645-6458 13mm Round w/BPM Production 23 EA

6 AL-1682-7511 13mm Round w/BPM Production 7 EA

7 AL-1669-8822 13mm Keyhole w/BPM Production 11 EA

8 AL-1691-6812 13mm Keyhole w/BPM Production 9 EA

9 AL-1662-5735 Spring Fingers, elliptical aperture, bpm Spare 5 EA

10 AL-1664-4212 Contact Finger bpm, elliptical aperture Spare 5 EA

11 AL-15-66-0871 Contact Fingers bpm 13mm rnd aperture Spare 10 EA

12 AL-1645-6996 Spring Fingers 13mm rnd aperture, bpm Spare 10 EA

13 AL-1645-7384 Spring Fingers 18mm, rnd aperture bpm Spare 5 EA

14 AL-1652-5595 Contact Finger bpm 18mm rnd aperture Spare 5 EA

15 AL-1691-7022 Spring Finger 13 mm kh aperture Spare 10 EA

16 AL-1698-7877 Contact Fingers side, 13mm kh aperture Spare 5 EA

17 AL-1698-7877 Contact Finger Side 13mm kh aperture Spare 5 EA

18 AL-1698-7932 Contact Fingers, bpm 13mm kh aperture Spare 5 EA

19 AL-1582-0710 Contact Fingers 13mm kh aperture Spare 5 EA

20 AL-1691-6934 Contact Fingers, side 13mm kh aperture Spare 5 EA

Total

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.

Subcontract No. XXXXXXX Page 3

* Instruction – Please reference SOW for desired delivery dates

B. Acceptance

Acceptance of the items described above is based upon successful completion of the acceptance criteria list AL-1746-5379, and requirements as stated within Statement of Work AL-1746-5384 both incorporated into this Subcontract.

C. 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

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 the 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).

Sample Subcontract http://procurement.lbl.gov/supplier-forms/ mailto:APInvoice@lbl.gov

Subcontract No. XXXXXXX Page 4

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:

Accounts Payable Office, Subcontract No. XXXXXXX

One Cyclotron Road, M/S 90R1131-AP

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 90R1121-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 mailto:aphelp@lbl.gov

Subcontract No. XXXXXXX Page 5 subcontract, but only by a written modification signed by the authorized representatives of both parties.

B. Technical Representative

Technical Rep 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.

Technical Rep Name

TechRep@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.

As per Statement of Work AL-1745-5384 Section 5.2.3 Table 5-5 illustrates hardware items that will be provided by LBNL at the beginning of the subcontract. This Government Furnished Material (GFM) will be built in, and returned to LBNL as a part of the deliverables. LBNL retains the title to these items. Any residual material must be returned to LBNL upon closure of the subcontract. There is no reporting requirement on this specific list of material

ARTICLE 5 - SHIPPING REQUIREMENTS

A. Shipping Terms for Domestic

The shipping terms are FOB Destination, freight. All shipments shall be shipped via a licensed common carrier selected by the Subcontractor.

or

A. Shipping Terms for Foreign

Subcontract No. XXXXXXX Page 6

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

• 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.

Subcontractor shall provide periodic reports on the work as required by the Technical

Representative, or as required by the Statement of Work .

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 Email mailto:SFOimport@aeronet.com

Subcontract No. XXXXXXX Page 7

LBNL Technical Representative XX@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.

ARTICLE 8 - ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

The University 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 University 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 University 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 University 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.

https://sftool.gov/learn/about/652/vendor-resources#sftoolpages

Subcontract No. XXXXXXX Page 8

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 University

Sustainable Procurement Representative (Business-Assurance_Sustainable@lbl.gov

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 University and its suppliers/subcontractors are required to comply with, including EPA-designated products.

ARTICLE 9 - SYSTEM FOR AWARD MANAGEMENT (SAM)

Sample Subcotnract https://www.epa.gov/saferchoice https://www.epa.gov/contracts/greening-government-procurement https://ucop.edu/procurement-services/for-suppliers/sustainable-procurement/sustainable-procurement-training-resources.html https://ucop.edu/procurement-services/for-suppliers/sustainable-procurement/sustainable-procurement-training-resources.html mailto:Business-Assurance_Sustainable@lbl.gov https://www.epa.gov/smm/product-resource-guides-comprehensive-procurement-guideline-cpg-program https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program https://sftool.gov/greenprocurement https://sftool.gov/learn/about/652/vendor-resources#sftoolpages

Subcontract No. XXXXXXX Page 9

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 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.

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/.

Sample Subcontract http://www.sam.gov/ http://procurement.lbl.gov/supplier-forms/

Subcontract No. XXXXXXX Page 10

*AL-1220-7841 Rev F dated 12/16/2022 Component Production Requirements

* AL-1746-5379 Rev A dated 7/25/2024 Acceptance Criteria List

*AL-1746-5383 Rev A dated 7/30/2024 Applicable Documents list

*AL-1746-5384 Rev A dated 7/24/2024 Statement of Work

*AL-1746-5385 Rev A dated 7/24/2024 Specification

All Drawings can be accessed via the following Link – copy paste the URL into your browserhttps://drive.google.com/drive/folders/1DOHIfJJnI9_f0kHGdZ-sRkDr7Juv0zFm

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 clauses are 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

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)

Sample Subcontract https://drive.google.com/drive/folders/1DOHIfJJnI9_f0kHGdZ-sRkDr7Juv0zFm http://procurement.lbl.gov/welcome-to-procurement-property/become-a-supplier/general-provisions/ http://procurement.lbl.gov/welcome-to-procurement-property/become-a-supplier/general-provisions/