2) LBNL_SAMPLE_SubK.docx

Introduction This is a subcontract (hereinafter "Subcontract") for the manufacture of one prototype and six production, build-to-print, flexures for the Advanced Light Source Upgrade (ALS-U), 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.

SCHEDULE OF ARTICLES

ORDERED ITEMS

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

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 of the Acceptance Criteria List (ACL) ACL: M1 Flexure for ALS-U Beamlines AL-1567-1043 Rev. A Dated 08/02/2022.

B. Notice to Proceed The following documents shall be submitted to the University. 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.

A formal written Notice to Proceed (NTP) is required prior to initiation of the fabrication activities for the additional six flexures to be issued by LBNL, contingent upon LBL acceptance and approval of the Production Readiness Review.

PRICE AND PAYMENT

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

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 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.

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

Lawrence Berkeley National Laboratory Accounts Payable Office, Subcontract No.

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

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, or 15 days if the Subcontractor is a small business; 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.

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 or at the following mail address:

Lawrence Berkeley National Laboratory Attn:

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

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 writing signed by the authorized representatives of both parties.

is the 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.

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 . The Subcontractor is not authorized to acquire, fabricate, or provide any tangible personal property items for use under this . The Subcontractor must not acquire tangible personal property for use under this without the University Procurement Representative's advanced written approval via modification. The Subcontractor is required to notify the University prior to purchasing any Subcontractor Acquired Property. The Subcontractor is not required to notify the University for purchases of consumables/supplies, as defined above. The Subcontractor assumes the risk of not being reimbursed for property if approvals are not provided by the University in advance via modification.

SHIPPING REQUIREMENTS

Shipping Terms (if domestic subcontractor is selected) The shipping terms are FOB Destination, freight included/prepaid. All shipments shall be shipped via the Subcontractor's vehicles or a licensed common carrier selected by the Subcontractor, at the Subcontractor's expense.

OR

A. Shipping Terms (if foreign subcontractor is selected)

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.

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: TBD (City, State or Foreign country).

Customs Clearance (If foreign subcontractor is selected) 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 850 Mitten Rd.

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

REPORTS

Monthly Progress Reports Monthly progress reports shall be submitted by the fifth business day of each month. The progress reports may be informal letter summaries in a format approved by the University representatives. These reports shall contain a description of work performed during the report period and the work planned for the succeeding periods, and related financial information, including incurred and projected expenditures.

Reports as identified within the Statement of Work Reports as identified within the Statement of Work shall be prepared and submitted in accordance with the instruction provided therein.

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

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.

ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

In the performance of this , 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 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.

EXPORT CONTROL ITEM CLASSIFICATION AND NOTIFICATION

By acceptance of this , the Subcontractor certifies that all export control classification information will be provided before performance and delivery of items. This information will normally be included in the Representations and Certifications, where applicable. The University reserves the right to refuse any item that the subcontractor has not provided export control information.

If any of the ordered items (including data, software, or services) are export controlled under the International Traffic in Arms Regulations (22 CFR Sections 120-130, aka "ITAR"); the Export Administration Regulations (15 CFR Sections 730-774, aka "EAR"); or if sourced internationally, i.e. controlled under a country's equivalent dual use or military strategic goods list, then the Subcontractor agrees to provide the Procurement Representative with written notification of this export controlled status prior to shipment or transfer to the University. The notification must specifically identify the export-controlled items and its export classification. The University reserves the right to cancel or modify any part of the that includes export-controlled items, data, software, or services prior to accepting delivery. Subcontractor shall indemnify the University and the Government for all export enforcement mitigation cost, fines, or penalties incurred by the University, specifically arising from Subcontractor's failure to comply with this notification provision and the University's reliance on the Subcontractor's representation as provided.

INCORPORATED DOCUMENTS

The following documents are hereby incorporated as a part of this . 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 . The documents marked with an asterisk are available at http://procurement.lbl.gov/supplier-forms/.

SOW - AL-1567-0364 Rev. A Dated 08/09/2022

- Titled M1 Flexure for ALS-U Beamlines

AL1009-9880 Rev. B Dated 04/05/2021 - ALS-U Units Policy and Units Definition AL-1220-7841 Rev. E Dated 04/19/2022 - UHV Chamber and Component Production Requirements AL-1418-3364 Rev. B dated 06/24/2022 - M1 Pitch/Roll Flexure - Middle Flange Mounting AL-1208-0209 Rev. B Dated 12/13/2021 - ALS-U supplier quality evaluation survey AL-1567-1043 Rev. A Dated 08/02/2022 - ACL: M1 Flexure for ALS-U Beamlines

GENERAL PROVISIONS

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

General Provisions for Commercial Supplies & Services (Foreign), dated 9/12/16.

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)

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