3) Sample SubK - RFP MG-03042024.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:

VENDOR TBD

Attention: TBD Town/State/Country TBD Phone: TBD Fax: TBD E-Mail: TBD

University Procurement Representative:

Name: Martha Gamarano Grausz Title: Sr. Subcontracts Administrator Phone: (510) 486-6618 Fax: (510) 486-4380 E-Mail: MGGrausz@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for manufacturing, assembly, inspection, and testing work required to produce 8 fully assembled HBEND permanent magnet (PM) dipole bending magnets for the ALS-U storage ring, 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.

VENDOR 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

A. Description

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

Item

Description Quantity UOM Price Extended Amt

Delivery Schedule:

1 “Hard Bend” (HBEND) permanent magnet (PM) dipole bending magnets

8.00 EA $TBD $TBD TBD

TOTAL $TBD

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.

B. Acceptance

Acceptance of the items described above is based upon successful completion of the acceptance criteria per the Statement of Work (SOW) AL-1685-4598. Revision A Titled ALS-U Storage Ring HBEND Magnets, dated, 01/26/2024, Section 6.6 incorporated into this Subcontract.

C. 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 Technical Representative, Technical Representative, 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.

D. 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.

https://www.osha.gov/nationally-recognized-testing-laboratory-program

Subcontract No. TBD Page 3

1. Hold Point (HP) – The Subcontractor must not proceed beyond a hold point (HP) per the incorporated Statement of Work (SOW) AL-1685-4598. Revision A Titled ALS-U Storage Ring HBEND Magnets, dated, 01/26/2024 Section 4.5 – Hold Points, without a formal written Notice to Proceed (NTP).

ARTICLE 2 – PRICE AND PAYMENT

A. Fixed Price

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

B. Sales or Use Tax

Items purchased by the University hereunder are treated as for resale, per the University's California State Resale Permit No. SR-CH 21-835970 for LBNL, and shall not be subject to any California or other State sales or use tax if shipped to California. Any items furnished hereunder for rentals or leases are subject to California State sales or use tax, and such tax is included in the fixed prices/rates stated herein.

The University of California State Resale Permit No. SR-CH 21-835970 for LBNL is available at:

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

C. Invoices

1. The Subcontractor shall email invoice(s) directly to the LBNL Accounts Payable Office at

APInvoice@lbl.gov, within thirty days of the acceptance of the item(s). The "subject" line of the email shall state the Subcontractor's name and the Subcontract number. If final invoices are not submitted within 180 days of acceptance, then any amounts paid by the University to that point will represent satisfaction in full by LBNL under this Subcontract and an Accord and Satisfaction. This means that LBNL will not be obligated to make any further payments under this Subcontract.

To avoid delays in processing and payment, Subcontractors should include only one attachment per email. Multiple invoices should be combined and attached as a single portable document format (PDF) or Microsoft Word or rich text format (RTF) file (up to 30 individual invoices per attachment) or emailed separately (one attachment per email).

Do not include icons/pictures in the email (logos, etc.) and ensure only one subcontract number is listed on the invoice.

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

Lawrence Berkeley National Laboratory Accounts Payable Office, Subcontract No. 7742219 One Cyclotron Road, M/S 971-AP Berkeley, CA 94720

3. Invoice(s) shall state: The Subcontract number; the Subcontractor (including business heading or logo); bill to address (same address as above); invoice date; unique invoice http://procurement.lbl.gov/supplier-forms/ mailto:APInvoice@lbl.gov

Subcontract No. TBD Page 4 number; remittance address; sufficiently identify the items/services being invoiced; and identify any separately payable freight charges (with receipts if available) and taxes.

Invoice(s) in a spreadsheet format are not acceptable, but a spreadsheet can be used to support an invoice. The Subcontractor shall maintain records which support all invoiced amounts, and provide them to the University Procurement Representative upon request.

D. Payment Terms

All invoices except the final invoice shall be payable within 30 days of receipt, 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.

ARTICLE 3 – SUBCONTRACT ADMINISTRATION

A. Notices, Requests, and Modifications The Subcontractor shall submit all notices and requests for approval by email to the University Procurement Representative indicated on the signature page or at the following mail address:

Attn: Martha Grausz One Cyclotron Road M/S 971-PROC

Only the University Procurement Representative is authorized to modify the terms, conditions, and requirements of this Subcontract, including any changes to the description of the work, and to issue any notices and approvals required by this Subcontract. Certain changes to this subcontract may be made only by the University Procurement Representative without subcontractor agreement or negotiation prior to the change. Such changes may include: changes of an administrative nature, directed changes pursuant to the clause incorporated herein entitled:

“CHANGES,” unilateral modifications authorized by clauses other than the Changes clause, and termination notices. Apart from the University Procurement Representative’s authority to issue unilateral changes, the parties may mutually agree to make changes in the work ordered, or modify any other term or condition of the subcontract, resulting in an amendment to the subcontract, but only by a written modification signed by the authorized representatives of both parties.

B. Technical Representative Technical Representative 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.

mailto:aphelp@lbl.gov

Subcontract No. TBD Page 5

Technical Representative TechRep@lbl.gov

(510) 486-XXXX

C. Closeout

The Subcontractor shall, as a condition of full payment, assist the University after the completion of the work in accomplishing the administrative closeout of this Subcontract, including, as necessary or required, the furnishing of documentation and reports, the disposition of property, the disclosure of any inventions, the execution of any required documents (including an Assignment and Release form if this form is an incorporated document), the performance of any audits, and the settlement of any interim or disallowed costs.

ARTICLE 4 – FURNISHED AND ACQUIRED PROPERTY

A. Definitions

1. Accountable Personal Property -- Accountable Personal Property includes nonexpendable personal property whose expected useful life is two years or longer and whose acquisition value, as determined by the agency, warrants tracking in the agency's property records, including capitalized and sensitive personal property (41 CFR 102-35.20).

2. Equipment (Controlled) -- Equipment (Controlled) means a tangible asset that is functionally complete for its intended purpose, durable, nonexpendable, and needed for the performance of a subcontract. Equipment is not intended for sale, and does not ordinarily lose its identity or become a component part of another article when put into use (48 CFR Subpart 45.101).

3. Sensitive Personal Property -- Sensitive Personal Property includes all items, regardless of value, that require special control and accountability due to unusual rates of loss, theft or misuse, or due to national security or export control considerations. Such property includes weapons, ammunition, explosives, information technology equipment with memory capability, cameras, and communications equipment. These classifications do not preclude Subcontractors from specifying additional personal property classifications to effectively manage their programs (41 CFR 102-35.20).

4. High Risk Personal Property -- High Risk Personal Property means property that, because of its potential impact on public health and safety, the environment, national security interests, or proliferation concerns, must be controlled, and disposed of in other than the routine manner. The categories of high risk property are automatic data processing equipment, especially designed or prepared property, export controlled information, export controlled property, hazardous property, nuclear weapon components or weapon-like components, proliferation sensitive property, radioactive property, special nuclear material, and unclassified controlled nuclear information (41 CFR 109-1.100-51).

5. Administratively Controlled Property -- Administratively Controlled Property is Government personal property that is not identified as accountable property and is not subject to inventory. Administrative controls, to the extent practicable, are placed on all

Subcontract No. TBD Page 6 property, regardless of useful life, cost, or sensitivity. Administratively controlled property, to the extent practicable, is identified as U.S. Government Property or U.S. DOE Property using an orange LBNL/DOE U.S. Govt. Prop. sticker. Property controlled at the discretion of individual DOE offices but for which there is no DOE requirement to retain formal records (41 CFR 109-1.100-510).

6. Consumable Goods/Supplies -- Consumable Goods/Supplies means a product that is routinely depleted. Examples include supplies such as paper, pens, file folders, toner, ink cartridges, etc.

B. University Furnished Property

The University will furnish the following Hardware for use as required under this Subcontract:

Please refer to the Statement of Work (SOW) AL-1685-4598. Revision A Titled ALS-U Storage Ring HBEND Magnets, dated, 01/26/2024, Section 2 – Scope of Work for the hardware list.

C. Subcontractor Acquired Property

NONE

D. Disposition

All University Furnished Property and Subcontractor Acquired Property listed above (in B and C) must be identified, utilized, accounted for, and protected in accordance with the Property clause of the General Provisions. If a determination is made that the property must be returned to LBNL, the Subcontractor will be responsible for the associated transportation costs. The Subcontractor must submit a completed Final Property Certification form, as incorporated herein or provided, confirming the property disposition.

ARTICLE 5 – SHIPPING REQUIREMENTS

A. Shipping Terms 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.

B. Shipping Address All shipments shall be shipped to the following address:

Subcontract No. TBD Page 7

For the U.S. Department of Energy One Cyclotron Road, Building 69

C. Shipping Point The shipping point is: TBD.

D. Customs Clearance To facilitate customs clearance, 48 hours prior to vessel departure Subcontractor shall email or fax interfreight copies of the following documents to Aeronet Worldwide (broker identified below) and the University Procurement Representative (identified in the Subcontract):

• Bill of Lading

• Commercial Invoice

• Packing List

Aeronet Worldwide 1755 Rollins Road Burlingame, CA 94010 Phone: (650) 259-2155 Fax: (650) 259-2150 Email: SFOimport@aeronet.com

ARTICLE 6 – REPORTS

A. Type of Reports

The Subcontractor shall prepare and submit the following reports to the University:

1. 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. They must include an explanation for schedule changes as well as a list of completed quantities of key components throughout the production sequence.

2. 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

Subcontract No. TBD Page 8

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] Berkeley, CA 94720

Recipient Mail Stop Email Technical Representative TBD TBD@lbl.gov Martha G. Grausz 971-PROC mggrausz@lbl.gov

ARTICLE 7 – APPROVAL OF TECHNICAL DATA

If this Subcontract requires the Subcontractor to furnish any drawings, specifications, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance or test data, or other technical data for approval by the University prior to Subcontractor performance, the approval of the data by the University shall not relieve the Subcontractor from responsibility for any errors or omissions in such data or from responsibility for complying with the requirements of this Subcontract, except as specified below.

Any work done prior to such approval shall be at the Subcontractor's risk.

Unless otherwise specified, the University requires a period of 10 working days from date of receipt to review and approve the data. If the University does not approve the data within the allotted time period, the parties will establish a new time period for review and approval of the data and, if necessary, the delivery schedule or completion date will be equitably adjusted.

If the data includes any variations from the Subcontract requirements, the Subcontractor shall describe such variations in writing at the time of submission of the data. If the University approves any such variation(s), a change order to the Subcontract shall be issued by the University and, if appropriate, a bilateral modification to the Subcontract shall be negotiated.

ARTICLE 8 – 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.

Subcontract No. TBD Page 9

ARTICLE 9 – 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 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 – 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/.

• Final Property Certification Form, dated 7/9/14 *

• AL -1685-4598 Statement of Work (SOW) Titled ALS-U Storage Ring HBEND Magnets, Rev. A

Dated, 01/26/2024

• AL -1685-4599 - Technical Specifications (TS) Titled - Technical Specification for the ALS-U Storage Ring HBEND Magnets, Rev. A, Dated 02/20/2024

• AL -1551-2163 – HBEND Splitting WI, Rev. A Dated 08/15/2022

• AL -1697- 5417 Titled HBEND Production Drawing List, Rev. A, Dated 02/06/2024

ARTICLE 12 – GENERAL PROVISIONS

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

A. General Provisions for Commercial Supplies & Services, dated 12/22/23 https://www.epa.gov/contracts/greening-government-procurement http://procurement.lbl.gov/supplier-forms/ http://procurement.lbl.gov/welcome-to-procurement-property/become-a-supplier/general-provisions/

Subcontract No. TBD Page 10

B. The clauses listed in the referenced General Provisions shall be applicable to this Subcontract, based on the value of the Subcontract, the status of the Subcontractor, or the nature and location of the Services, as indicated in the General Provisions.

OR

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

B. The clauses listed in the referenced General Provisions shall be applicable to this Subcontract, based on the value of the Subcontract, the status of the Subcontractor, or the nature and location of the Services, as indicated in the General Provisions.

(END OF SCHEDULE OF ARTICLES)