5. RFP HW-10152024 Sample SubK.doc

SUBCONTRACT

NO. TBD

The Regents of the University of California

Lawrence Berkeley National Laboratory

One Cyclotron Road

Berkeley, CA 94720

Subcontractor:

LBNL TEMPORARY VENDOR

Attention:

NOT A VALID VENDOR

BERKELEY, CA,

Phone:

Fax:

E-Mail:

University Procurement Representative:

Name: Howard Wilson Phone:

(510) 486-7987 Fax:

(510) 486-4380 E-Mail: hjwilson@lbl.gov

Introduction

This is a fixed price subcontract (hereinafter "Subcontract") for the fabrication of one Accumulator Ring (AR) Accumulator to Storage Transfer (ATS) line and one AR Storage to Accumulator Transfer (STA) line Lambertson Magnet per the specifications and references contained in this subcontract.

This Subcontract is between The Regents of the University of California, (hereinafter "University") and the party identified above as the "Subcontractor".

This Subcontract is issued under Prime Contract No. DE-AC02-05CH11231 between the University and the United States Government (hereinafter "U.S. Government"), represented by the Department of Energy (hereinafter "DOE") for the management and operation of the Lawrence Berkeley National Laboratory (hereinafter "LBNL") and the performance of certain research and development work.

Agreement

The parties agree to perform their respective obligations in accordance with the terms, conditions, and provisions of the attached SCHEDULE OF ARTICLES and the documents referenced or incorporated therein, which together with this Signature Page shall collectively constitute the entire Agreement and shall supersede all prior negotiations, representations, or agreements, whether verbal or written.

LBNL TEMPORARY VENDOR

The Regents of the

University of California

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

SCHEDULE OF ARTICLES

Article 1 – ORDERED ITEMS

A.

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

Schedule:

TOTAL $0.00

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 test plan, specified in the Statement of Work (SOW) AL-1695-1519B incorporated into this Subcontract.

C.

Notice to Proceed A written Notice to Proceed must be issued by the Subcontract Administrator at the hold points identified in Section 5.4 of SOW.

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.

1. Delivery and acceptance of the Final Design Review documentation and successful completion of the formal LBNL Design Review. Reference Section 3.1.

2. Release from LBNL to proceed to the manufacturing stage of the magnet parts, pieces, and systems. Until this hold point is satisfied, any fabrication or manufacturing done by the Subcontractor is performed at the Subcontractor’s risk.

3. Review and acceptance by LBNL or LBNL’s selected third party representative of the results of the Subcontractor magnet factory acceptance testing and associated reports.

4. Shipment configuration approval: LBNL shall review and approve the planned shipment containers and methodology prior to construction of containers or implementation of a shipping plan.

5. The completed assemblies shall not be shipped until written authorization to proceed with shipping is provided by LBNL.

6. Final payment to the Subcontractor shall only occur after receipt of all items listed in Appendix A, and completion of LBNL’s receiving ACL. LBNL’s receiving ACL shall be carried out by LBNL.

Additional hold points may be implemented at LBNL’s discretion at any time after the

Subcontractor enters into contract with LBNL.

Article 2 – PRICE AND PAYMENT A.

Fixed Price The Subcontractor shall furnish and deliver the ordered item(s) for the total fixed price of $0.00.

B.

Milestone payments are authorized for the following milestones for item or services ordered under this Subcontract:

Title to any property that the Subcontractor acquires or produces for this subcontract before each milestone payment date shall vest in the Government immediately upon the milestone payment. Property includes items acquired or produced by the Subcontractor that are or should be allocable or properly chargeable to this subcontract under sound and generally accepted accounting principles and practices.

C.

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/.

D.

Invoices

1. The Subcontractor shall email invoice(s) directly to the LBNL Accounts Payable Office at APInvoice@lbl.gov, upon completion of a milestone/deliverable/or report tied to incremental funding allocations, within thirty days of the shipment or 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 shipment or 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. 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.

E.

Payment Terms All invoices except the final invoice shall be payable within 15 for small businesses or 30 days of receipt for all others 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 – 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:

Lawrence Berkeley National Laboratory

Attn: Howard Wilson

Email: hjwilson@lbl.gov

One Cyclotron Road M/S 90R1121-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.

B. Technical Representative Technical Representative (Name) is the Technical Representative for this Subcontract. This individual is designated to monitor performance of the work and to interpret and clarify the technical requirements, but is not authorized to make changes to the work or to modify any of the terms and conditions of this Subcontract, including those related to the completion schedule or pricing.

Technical Representative: (Name) 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 – SHIPPING REQUIREMENTS

A. Shipping Terms

The shipping terms are Delivered at Place Unloaded (DPU) (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 University's expense.

OR

A. Shipping Terms

The shipping terms are FOB Destination, freight prepaid and add. All shipments shall be shipped via a licensed common carrier selected by the Subcontractor, at the University's expense.

B. 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

C. Shipping Point The shipping point is: ___________ (City, State or Foreign country).

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 5 - REPORTS

A.

Type of Reports The Subcontractor shall prepare and submit the reports to the University per the requirements of ATS-STA Lambertson Magnet Statement of Work AL-1695-1519B Section 5.1.

1. Upon award of the Subcontract, the University Technical Representative will contact the selected Subcontractor to set up a Project Kick-off meeting. This meeting will establish the requirements for communication and introduce the portal that will be used for data exchange.

2. Written and/or verbal progress updates are required on a bi-weekly basis or as agreed upon with LBNL. Progress updates may include drawings, manufacturing plans, test plans, QA plans, etc. in any state.

3. Written monthly schedule updates are required.

4. Visits by LBNL personnel or their representatives, including access to the factory where the units are being built, may be required.

5. Action item tracking is recommended and may be required based upon LBNL’s discretion.

6. Other reports or data as requested in writing.

B.

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]

Berkeley, CA 94720

Recipient

Email

Technical Representative

_______@lbl.gov

Howard Wilson, ALS-U Procurement Partner hjwilson@lbl.gov

ARTICLE 6 - 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 7 - 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 8 - ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

The University 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 University 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 University 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 University 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 University Sustainable Procurement Representative (Business-Assurance-Sustainable@lbl.gov).

A. 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 University.

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 University 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 University 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 University 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 University. 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.

ARTICLE 9 - INCORPORATED DOCUMENTS

The following documents are hereby incorporated as a part of this Subcontract. The order of precedence for each document must be as specified in the Entire Agreement and Order of Precedence clause in the General Provisions. Any other documents not incorporated herein by specific reference are excluded from this Subcontract. The documents marked with an asterisk are available at http://procurement.lbl.gov/supplier-forms/.

· AL-1695-1519 Rev B – ATS-STA Lambertson Magnet Statement of Work

· AL- 1311-8004 Rev A - ATS-STA Lambertson Magnet Specification

· All Applicable and Reference Interface Drawings, Specifications, and Reference documents can be accessed by copying and pasting this link into your browser;

https://drive.google.com/drive/folders/1MIPwd1UB_6Kbd-oToF7zd7aSCN3aVFEc?usp=sharing

ARTICLE 10 - 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

OR

A.

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

(END OF SCHEDULE OF ARTICLES)

Subcontract No. TBD