3. Sample Subcontract, AA-2026-04.pdf

Subcontract No. TBD Page 1

SUBCONTRACT

NO. TBD

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

Subcontractor:

TBD

University Procurement Representative:

Name: Arielle Anoop Phone: 510/486-5519 E-Mail: AAnoop@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for , as further described herein. The North American Industry Classification System (NAICS) for this acquisition is 334418 Printed Circuit Assembly (Electronic Assembly) 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.

TBD

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

Subcontract No. TBD Page 2

SCHEDULE OF ARTICLES

ARTICLE 1 – ORDERED ITEMS

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

Item

Description Qty Price Ext. Amount Delivery Schedule:

1 SMR141-525MM

First Article 4 $TBD $TBD To be expressed as hard calendar date.

2 SMR141-650MM

First Article 4 $TBD $TBD To be expressed as hard calendar date.

3 SMR141-525MM

Production Batch 1 28 $TBD $TBD To be expressed as hard calendar date.

4 SMR141-650MM

Production Batch 1 60 $TBD $TBD To be expressed as hard calendar date.

Total Firm Fixed Price for Lines 1 through 4: $TBD

SMR141-(length)MM Production Batch 2 as priced in accordance with Options

$TBD $TBD

To be expressed as hard calendar date.

OPTIONAL LENGTHS FOR ITEM # 5:

# Part Number

Quantity Unit Price

525MM-575MM

0-100 101-200 201-300 301-400 401-500

501+

576MM-625MM

0-100 101-200 201-300 301-400 401-500

501+

626MM-675MM

0-100 101-200 201-300 301-400 401-500

501+

Subcontract No. TBD Page 3

676MM-725MM

0-100 101-200 201-300 301-400 401-500

501+

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 test criteria per the Statement of Work (SOW) AL-1873-9868 Rev. B dated March 30, 2026 incorporated into this Subcontract.

Electrical Device Certification Requirement All electrical equipment, components, conductors and other items delivered to the University, or to any subcontractor facility or remote work location, of the type requiring testing by a Nationally Recognized Testing Laboratory (NRTL) recognized by the Occupational Safety and Health Administration (OSHA) shall be NRTL listed, labeled, and certified in accordance with Part 1910, Occupational Safety and Health Standards, of Title 29 of the Code of Federal Regulations (29 CFR 1910). The Subcontractor shall notify the Requester, Requester Name, in writing, of any item to be delivered that does not meet this requirement. The University reserves the right to refuse delivery of or return any such items. Information on required NRTL testing is available at https://www.osha.gov/nationally-recognized-testing-laboratory-program.

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 Statement of Work (SOW) AL-1873-9868 Rev. B dated March 30, 2026, Section 4.4

– Hold points and what’s required, without a formal written Notice to Proceed (NTP).

ARTICLE 2 – PRICE AND PAYMENT

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

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/.

http://procurement.lbl.gov/supplier-forms/

Subcontract No. TBD Page 4

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.

• 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 15 days of receipt if the invoice submission is complaint with the subcontract 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 through 15 weeks after Production Batch 1 delivery. 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.

# Part Number

Quantity Unit Price

525MM-575MM

0-100 101-200 201-300 301-400 mailto:APInvoice@lbl.gov

Subcontract No. TBD Page 5

576MM-625MM

0-100 101-200 201-300 301-400 401-500

501+

626MM-675MM

0-100 101-200 201-300 301-400 401-500

501+

676MM-725MM

0-100 101-200 201-300 301-400

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 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.

Subcontract No. TBD Page 6

(Contact Information)

Technical Direction and Changes Performance of the work under this Subcontract shall be subject to the technical direction of the University Technical Representative. The Subcontractor shall promptly proceed with the performance of technical direction of the nature prescribed by this article issued by the University Technical Representative.

The term "technical direction" is defined to include directions to the Subcontractor within the Scope of Work of the Subcontract which: (1) clarify the desired work emphasis between work areas or tasks; (2) direct the pursuit of certain lines of inquiry; (3) assist in the interpretation of drawings, specifications, or technical portions of the work description; or (4) fill in details necessary to perform and complete the Scope of Work. All technical direction must be issued in writing by the University Technical Representative.

The University Technical Representative is not authorized to issue any technical direction which would:

(1) constitute an assignment of work outside the general scope of the work covered by this Subcontract;

(2) change the description of the work to be performed or any applicable drawings, designs, and specifications; (3) change the time or place of performance; the method of shipment or packaging, or the place of inspection, delivery or acceptance; (4) increase the estimated cost for performance of the work, the fixed fee, or the time required for performance of the work; (5) change any expressed term or condition of the Subcontract; or (6) unreasonably interfere with the Subcontractor’s ability to perform and complete the work.

Any such technical direction must first be authorized by a written modification to this Subcontract issued by the University Procurement Representative, as provided in the clause of these General Provisions entitled Changes.

If any instruction or direction by the University Technical Representative falls within one of the types described in the paragraph above, the Subcontractor shall not proceed to act on such technical direction and shall promptly notify the University Procurement Representative. Upon receipt of a notification from the Subcontractor, the University Procurement Representative shall promptly advise the Subcontractor either that, in accordance with the Changes clause: (1) the technical direction is within the general scope of the Subcontract and does not constitute a change and to proceed to act on such technical direction; or

(2) the technical direction is not within the general scope of the Subcontract or would constitute a change, and to not act on such technical direction unless and until the University issues a written modification to the subcontract.

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, Subcontract No. TBD Page 7 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 FOB Destination, freight 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.

Shipping Value Items shall be shipped at the maximum declared value for the lowest applicable transportation rate or classification, and the bill of lading shall note it as such.

Shipping Cost Airway bills shall be marked with the appropriate “Government Package” entry. Shipping costs in excess of those per the shipping instructions specified in the Subcontract shall be deducted from the Subcontractor’s invoice.

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

ARTICLE 7 – REPORTS

Type of Reports The Subcontractor shall provide periodic reports on the work as required by the University:

• Reports as identified within the Statement of Work

Reports as identified within the Statement of Work (SOW) AL-1873-9868 Rev. B dated March 30, 2026, Section 4.1 - Reporting/Communication requirements, shall be prepared and submitted in accordance with the instructions provided therein.

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

Lawrence Berkeley National Laboratory Attention: [Intended Recipient; see below] One Cyclotron Rd., Mail Stop [see below]

Subcontract No. TBD Page 8

Berkeley, CA 94720

Recipient Email TBD - Control Account Manager CAM@lbl.gov TBD - Tech Rep TechRep@lbl.gov Arielle Anoop – Procurement Representative AAnoop@lbl.gov

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.

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 - ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

General 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 (Federal Energy Management Program (FEMP) Designated Products), and

Subcontract No. TBD Page 9

Non-Ozone Depleting Alternative Products (SNAP). 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 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 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 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.

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

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 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

Subcontract No. TBD Page 10 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 for a complete list of designated products and the associated recommended content levels.

The GSA Clearinghouse/Procurement provides links to sustainability resources and information on environmental programs the Laboratory and its suppliers/subcontractors are required to comply with, including EPA-designated products.

ARTICLE 10 – FIRST ARTICLE APPROVAL

The Subcontractor shall deliver to the University for testing the first article(s) within 6 weeks 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 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.

ARTICLE 11 – REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED

COMPUTER SOFTWARE

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://www.gsa.gov/governmentwide-initiatives/federal-highperformance-buildings/highperformance-building-clearinghouse/procurement

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The Federal Acquisition Regulation clause FAR 52.227-14, RIGHTS IN DATA-GENERAL, is incorporated by reference as part of this Subcontract. Under the clause, the Subcontractor may withhold from delivery data that qualify as limited rights data or restricted computer software, and deliver form, fit, and function data instead. By acceptance or performance of this Subcontract, the Subcontractor certifies that none of the data proposed for fulfilling the data delivery requirements qualifies as limited rights data or restricted computer software. If the Subcontractor believes data to be provided for fulfilling the data delivery requirements under this Subcontract qualify as limited rights data or restricted computer software, the Subcontractor must notify the University procurement representative and the University technical representative identified in the Subcontract, within 10 days of award and identify such data.

ARTICLE 12 – 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/.

• Statement of Work, AL-1873-9868 Rev. B dated March 30, 2026

ARTICLE 13 – 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 12/12/25

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)

http://procurement.lbl.gov/supplier-forms/ http://procurement.lbl.gov/welcome-to-procurement-property/become-a-supplier/general-provisions/

Article 7 – REPORTS