10 Sample SubK Lead Shielding Panels.pdf

Subcontract No. TBD Page 1

SAMPLE SUBCONTRACT

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

Subcontractor:

LBNL TEMPORARY VENDOR

Attention:

NOT A VALID VENDOR

BERKELEY, CA

Phone:

Fax:

E-Mail:

University Procurement Representative:

Name: TBD Phone: 510/486-XXXX E-Mail: XXxxxxxxx@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for Advanced Light Source (ALS) Lead Shielding Panels. The North American Industry Classification System (NAICS) for this acquisition is 332312 Fabricated Structural Metal 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:

Title:

Title:

Date:

Date:

SCHEDULE OF ARTICLES

Subcontract No. TBD Page 2

ARTICLE 1 – ORDERED ITEMS

Description

The Subcontractor shall furnish and deliver the 71-steel encased lead shielding panels, review of the current design, shop drawing development for LBNL approval, purchase of raw material, fabrication of steel casings, assembly of the panels, interim panel storage, and shipping logistics, in accordance with this Subcontract:

Panel Index

Number

Lead Panel

Assembly

Cost of Panel per inclusive of Storage and Delivery

Scheduled Delivery

Date of Panel to

Storage Location*

1 1S1.2W-LP -$

2 1S1.3W-LP -$

3 1S1.4W-LP -$

4 2S1.2W-LP -$

5 2S1.3W-LP -$

6 2S1.4W-LP -$

7 2S2.1W-LP -$

8 2S2.2W-LP -$

9 2S3.1W-LP -$

10 2S4.0W-LP -$

11 2S4.1W-LP -$

12 3S1.0W-LP -$

13 3S1.1W-LP -$

14 3S1.2W-LP -$

15 3S1.3W-LP -$

16 3S2.1W-LP -$

17 3S3.0W-LP -$

18 3S3.1W-LP -$

19 4S2.0W-LP -$

20 4S2.1W-LP -$

21 4S2.2W-LP -$

22 5S1.1LD-LP -$

23 5S1.2W-LP -$

24 5S1.3W-LP -$

25 5S1.4W-LP -$

26 5S2.1W-LP -$

27 5S2.2W-LP -$

28 6S1.1LD-LP -$

29 6S1.2W-LP -$

30 6S1.3W-LP -$

31 6S1.4W-LP -$

32 6S2.1W-LP -$

33 6S2.2W-LP -$

Batch 1 Subtotal -$

B at ch

Subcontract No. TBD Page 3

Combined batch 1 & 2 Total $

Panel Index

Number

Lead Panel

Assembly

Cost of Panel per inclusive of Storage and Delivery

Scheduled Delivery

Date of Panel to

Storage Location*

34 7S1.1LD-LP -$

35 7S1.2W-LP -$

36 7S1.3W-LP -$

37 7S1.4W-LP -$

38 7S2.1W-LP -$

39 7S2.2W-LP -$

40 8S1.1LD-LP -$

41 8S1.2W-LP -$

42 8S1.3W-LP -$

43 8S1.4W-LP -$

44 8S2.1W-LP -$

45 8S2.2W-LP -$

46 9S1.1LD-LP -$

47 9S1.2W-LP -$

48 9S1.3W-LP -$

49 9S1.4W-LP -$

50 9S2.1W-LP -$

51 9S2.2W-LP -$

52 10S1.1LD-LP -$

53 10S1.2W-LP -$

54 10S1.3W-LP -$

55 10S1.4W-LP -$

56 10S2.1W-LP -$

57 10S2.2W-LP -$

58 11S1.1LD-LP -$

59 11S1.2W-LP -$

60 11S1.3W-LP -$

61 11S1.4W-LP -$

62 11S2.1W-LP -$

63 11S2.2W-LP -$

64 12S1.1LD-LP -$

65 12S1.1-LP -$

66 12S1.2W-LP -$

67 12S1.3W-LP -$

68 12S1.4W-LP -$

69 12S2.1W-LP -$

70 12S2.2W-LP -$

71 12T2.1W2-LP -$

Batch 2 Subtotal -$

B at ch

Subcontract No. TBD Page 4

The above included delivery schedule identifies the date(s) by which the specified item(s) shall be delivered to the shipping address indicated in the above matrix..

Acceptance

Acceptance of the items described above is based upon successful completion of the acceptance test plan, contained in the Statement of Work (SOW) incorporated into this Subcontract.

Notice to Proceed (Hold Points)

Hold Points appear in Statement of Work Section 7.5 which defines the effort required to satisfy each Hold Point. Additionally, a written Notice to Proceed must be issued by LBNL to the Subcontractor before any work may either commence or continue.

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

USD.

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, within thirty days of the acceptance of the items. 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.

Subcontract No. TBD Page 5

Payment Terms

All invoices except the final invoice shall be payable within 15 days of receipt if the invoice submission is complaint with the subcontractor 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 – OPTIONS

The University reserves the right, in its sole discretion, to exercise any or all of the following options, under the stated pricing, terms, and conditions of this Subcontract. The exercise of any option shall be by issuance of a written modification by the University Procurement Representative. The modification may be executed at any point during the term of the Subcontract. The Subcontractor will be notified of the University's intent to extend the term by a written notice sent at least thirty (30) days before the expiration date. However, the preliminary notice shall not commit the University to extend the term of this Subcontract. The prices of the option(s) are firm fixed unit prices, and include all costs associated with each option, such as labor, materials, equipment, support functions, management, fees, G&A, and profit.

At its election, the University reserves the right to renegotiate lower pricing before extending the term of this Agreement.

LBNL at its discretion reserves the right to extend the 6-month panel storage base on a month to month basis for up to 6 additional months as indicated below:

Option 1. Monthly Storage Option for Batch 1 (33) Panels TBD / monthly Option 2. Monthly Storage Option for Batch 2 (38) Panels TBD/ monthly Option 3. Monthly Storage Option for combined Batch 1 & 2 Panels (71) Panels TBD/monthly

ARTICLE 4 – SUBCONTRACT ADMINISTRATION

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.

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

Subcontract No. TBD Page 6

Requester 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.

Requester Name TechRep@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 5 – 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 6 – SHIPPING REQUIREMENTS

Shipping Terms

The shipping terms are Deliver At Place (DAP) (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.

Shipping Address All initial shipments shall be shipped to the following address for storage:

Interim Storage Location (Storage Location is as coordinated by the Offeror) 10 Any Street Any Town, TBD USA

As coordinated with the LBNL Tech Rep the next shipment of the panels will be from the storage location to ;

Lawrence Berkeley National Laboratory For the U.S. Department of Energy One Cyclotron Road, Building # to be identified upon shipment authorization Berkeley, CA 94720

Subcontract No. TBD Page 7

Shipping Point

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

Customs Clearance (If initial shipment is from a foreign location) 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 7 – SAFETY DATA SHEETS - HAZARDOUS MATERIALS

The Subcontractor shall make available to the University, upon request, Safety Data Sheets (SDS) for products, including any chemicals or chemical products, compounds or mixtures, furnished or used on-site under this Subcontract and deemed by the Federal Occupational Safety and Health Administration (OSHA) to contain potentially harmful substances as defined in 29 CFR 1910.1200.

ARTICLE 8 – 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 9 – 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.

Subcontract No. TBD Page 8

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 10 – 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 11 – 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 12 – FIRST ARTICLE OF APPROVAL

The Subcontractor shall test the first article(s) of the ALS-U Lead Shielding Panels 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.

7802754, ALS-U Lead Shielding Panels]

Subcontract No. TBD Page 9

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 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 sub contractual term affected by the delay.

Before first article approval, the University may authorize, in writing, the Subcontractor to acquire specific materials or components or to commence production to the extent essential to meet the delivery schedules.

Until first article approval is granted, only costs for the first article and costs incurred under such authorization are allocable to this Subcontract for (1) progress payments, or (2) termination settlements if the Subcontract is terminated for the convenience of the University. If first article tests reveal deviations from Subcontract requirements, the Subcontractor shall, at the location designated by the University, make the required changes or replace all items produced under this Subcontract at no change in the Subcontract price.

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-1208-0209C ALS-U Supplier Quality Evaluation Survey

AL-1790-6401A ALS-U SR New Lead Panel Structural Sheet List

AL-1790-6402A Construction Document - Specification

Subcontract No. TBD Page 10

AL-1791-1369B Statement of Work

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/.

General Provisions for Commercial Supplies & Services, dated 01/31/25

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

DEAR 970.5227-1 RIGHTS IN DATA-FACILITIES (DEC 2000)

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)