2) Sample SubK - RFP MG-04082024.docx

Introduction This is a subcontract (hereinafter "Subcontract") for , 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:

First Article Items (SOW Table 5-3)

Production Items (SOW Table 5-4)

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.

Acceptance Acceptance of the items described above is based upon successful completion of the acceptance criteria per the Statement of Work (SOW) AL-1704-8914 Titled SR - VC04-ID (Crotch Chamber) – SOW, Rev. A, dated 03/11/2024 incorporated into this Subcontract.

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.

Hold Point (HP) – The Subcontractor must not proceed beyond a hold point (HP) per the incorporated per the Statement of Work (SOW) AL-1713-6958, Titled ATS-STA Vacuum Assembly Statement of Work, Rev. C, dated 04/03/2024 Sections 6.1 Schedule and 6.5 – Hold Points, without a formal written Notice to Proceed (NTP).

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. TBD 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 designated 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 written modification 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.

FURNISHED MATERIALS

The University will not furnish any U.S. Government Property for use under this Subcontract.

The University will furnish materials listed below for use under this Subcontract. The Subcontractor is required to incorporate these materials into the Vacuum Chambers and Supports, and return any unused materials with the delivery of the ordered items as referenced in Article 1. The Subcontractor is required to notify the University prior to purchasing any additional Subcontractor Acquired Materials. The Subcontractor assumes the risk of not being reimbursed for materials if approvals are not provided by the University in advance via Subcontract modification.

SHIPPING REQUIREMENTS

Shipping Terms The shipping terms are FOB Destination, freight prepaid and add. 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.

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

REPORTS

A. Type of Reports The Subcontractor shall prepare and submit the following reports to the University:

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 section 6.2 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.

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.

ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

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 , 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 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.

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.

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.

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.

FIRST ARTICLE APPROVAL

The Subcontractor shall deliver to the University for testing the first prototype article AL-1698-8242, Vacuum Chamber VC04-ID + all features 12 weeks after the Final Design Review (FDR) from the effective date of this Subcontract.

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.

Within 2 weeks 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.

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.

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.

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.

Before first article approval, the acquisition of materials or components for, or the commencement of production of, the balance of the Subcontract quantity is at the sole risk of the Subcontractor. Before first article approval, the costs thereof shall not be allocable to this Subcontract for (1) progress payments, or (2) termination settlements if the Subcontract is terminated for the convenience of the University.

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

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.

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/.

· AL-1713-6958, Titled ATS-STA Vacuum Assembly Statement of Work, Rev. C, dated 04/03/2024 AL -1715-66126 Applicable Documents Titled Advanced Light Source Vacuum – General List, Rev. C, Dated 04/05/2024

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, 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.

OR

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

A. 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)

Subcontract No. TBD Page 1 image1.png