5. Sample Subcontract_RFQ HW-04152024.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:

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 VC chambers located within the Storage Ring (SR) as further described by the documents contained 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.

LBNL TEMPORARY VENDOR

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA

By:

By:

Name:

Name:

Howard Wilson

Title:

Title:

ALS-U Procurement Partner

Date:

Date:

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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:

LINE

ITEM DESCRIPTION QTY UNIT Delivery DATE

1 AL-1708-4465B_VC01_Variant_A_Assembly (1st Article)

1 EA

2 AL-1709-1469A_VC01_Variant_B_Assembly (1st Article)

1 EA

3 AL-1708-9140A_VC16_Variant_B_Assembly (1st Article)

1 EA

4 AL-1708-4465B_VC01_Variant_A_Assembly 1 EA

5 AL-1709-1469A_VC01_Variant_B_Assembly 5 EA

6 AL-1709-0862A_VC01_Variant_C_Assembly

EA

7 AL-1709-7000A_VC16_Variant_A_Assembly

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 list as contained in the SOW 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, 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 https://www.osha.gov/nationally-recognized-testing-laboratory-program https://www.osha.gov/nationally-recognized-testing-laboratory-program

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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.

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.

LINE

ITEM DESCRIPTION QTY UOM

Unit

Price Extended Price

1 AL-1708-4465B_VC01_Variant_A_Assembly (1st Article)

1 EA $ $

2 AL-1709-1469A_VC01_Variant_B_Assembly (1st Article)

1 EA $ $

3 AL-1708-9140A_VC16_Variant_B_Assembly (1st Article)

1 EA $ $

4 AL-1708-4465B_VC01_Variant_A_Assembly 1 EA $ $

5 AL-1709-1469A_VC01_Variant_B_Assembly 5 EA $ $

6 AL-1709-0862A_VC01_Variant_C_Assembly

7 AL-1709-7000A_VC16_Variant_A_Assembly

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.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, upon completion of a milestone/deliverable/or report within thirty days of the acceptance of the item(s). The "subject" line of the email shall state the http://procurement.lbl.gov/supplier-forms/ mailto:APInvoice@lbl.gov

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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. TBD 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 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; 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 One Cyclotron Road M/S 971-PROC mailto:aphelp@lbl.gov

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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 Requester 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 – FURNISHED MATERIAL

The University will furnish the material referenced below for use under this Subcontract. The Subcontractor is required to incorporate this material into the fabricated SR Matching Section Chambers and return any unused materials with the delivery of the ordered items.

Item # Description LBNL ID Quantity

Flange Chain Clamps QF 50

HW-1610-0797

2 Flange Chain Clamps QF 40

HW-1435-4037

3 Seal Helicoflex 1.507”ID HW-1000-6923 14 + 4

4 Seal Helicoflex AL-1373-1067 8 + 4

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5 Seal Helicoflex 2.290”ID HW-1000-7226 34 + 4

6 Seal Helicoflex 38.1 ID HW-1000-9643 20 + 4

7 Pressure ring QF50 AL-1614-6599 136

8 Pressure ring QF40 AL-1613-6265 56

9 Fiducial ball ½ inch AL-1551-3974

Vendor Specified

Note: The additional number in the "quantity" column represents the quantity of spares provided by LBNL to the vendor

ARTICLE 5 – SHIPPING REQUIREMENTS

A. Shipping Terms The shipping terms are Delivered Duty Paid (DDP) (per Incoterms 2020) to the shipping address referenced in Section B. 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.

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: ___________ (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

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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 reports to the University as specified in Section 6.2 Reporting Requirements of the Statement of Work.

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]

Recipient Mail Stop Email Name _______@lbl.gov Name _______@lbl.gov Name _______@lbl.gov PS' Name _______@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.

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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 9 – ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

A. General

1. 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.

2. 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.

3. 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 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.

4. DOE Order 436.1.A. In addition to the above programs, DOE Order 436.1.A requires:

5. 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.

6. 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.

7. 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.

8. E-Waste Recycling Requirements. All recyclers of electronic equipment must be e- Steward certified by the Basel Action Network (BAN).

9. 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 https://sftool.gov/learn/about/652/vendor-resources#sftoolpages https://sftool.gov/learn/about/652/vendor-resources#sftoolpages https://www.epa.gov/saferchoice

Subcontract No. TBD Page 9 programs that is used in the United States, the Responsible Recycling Standard (R2) or the E- Stewards Standard.

10. 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

11. Questions regarding these sustainable acquisition requirements may be directed to the Laboratory Sustainable Procurement Representative (Business- Assurance_Sustainable@lbl.govB. EPA-Designated Items

The Subcontractor shall specify, furnish, and use products containing recovered materials that are EPA-designated items if they can be acquired (1) competitively within a timeframe providing for compliance with the Subcontract performance schedule; (2) meeting Subcontract performance requirements; or (3) at a reasonable price.

"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. They are listed by the EPA in 40 CFR Part 247, Subpart B and the EPA's Comprehensive Procurement Guideline for Products Containing Recovered Materials. Information on this requirement and a list of EPA-designated items is available at EPA's Comprehensive Procurement Guidelines web site:

https://www.epa.gov/smm/product-resource-guides-comprehensive-procurement-guideline-cpg-program EPA has provided purchasing recommendations in related Recovered Materials Advisory Notices (RMANs), available at https://www.epa.gov/smm/consolidated-recovered-materials-advisory-notices-rmans-comprehensive-procurement-guidelines-cpg.

"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.

Reporting Requirements If this Subcontract exceeds $100,000, the Subcontractor shall, within 30 days of completion of the Subcontract, submit a report to the University Procurement Representative and the University's Sustainability Representative (Business-Assurance-Sustainable@lbl.gov) summarizing any EPA-designated item(s) delivered or furnished and used in performance of the Subcontract, consisting of the following:

1. The total dollars spent for the EPA-designated item(s), and

2. An estimated percentage of the total recovered material in the EPA-designated item(s), including, if available, the percentage of post-consumer material content (i.e., material used as a consumer item and discarded for disposal or recovery).

If EPA-designated item(s) were available but not delivered or furnished and used, the Subcontractor shall provide a written explanation, based on the reasons listed in the first paragraph of this section.

A sample format will be provided to the Subcontractor by the University Procurement Representative.

ARTICLE 10 – SYSTEM FOR AWARD MANAGEMENT (SAM)

The selected offeror will be required to be registered in the federal government’s SAM database within 30 days of Subcontract award. This requirement will not apply if work is performed outside the U.S.

and its outlying areas or the work involves emergency operations. Refer to the System for Award https://www.epa.gov/contracts/greening-government-procurement 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 https://ucop.edu/procurement-services/for-suppliers/sustainable-procurement/sustainable-procurement-training-resources.html mailto:Business-Assurance_Sustainable@lbl.gov mailto:Business-Assurance_Sustainable@lbl.gov https://www.epa.gov/smm/product-resource-guides-comprehensive-procurement-guideline-cpg-program https://www.epa.gov/smm/consolidated-recovered-materials-advisory-notices-rmans-comprehensive-procurement-guidelines-cpg https://www.epa.gov/smm/consolidated-recovered-materials-advisory-notices-rmans-comprehensive-procurement-guidelines-cpg

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Management (FAR Clause 52.204-7) and System for Award Management Maintenance (FAR clause 52.204-13) clauses for additional information.

ARTICLE 11 – BUY AMERICAN ACT REQUIREMENTS - SUPPLIES

The General Provisions of the Sample Subcontract include FAR Clause 52.225-1, Buy American Act - Supplies, which requires that only domestic end products be delivered (i.e., products manufactured in the United States or unmanufactured products mined or produced in the United States), unless a specific exception applies. The offeror is to indicate in the Representations & Certifications form, to be submitted with the proposal, whether it proposes to furnish any foreign end products.

The University may apply an exception to the Buy American Act for a proposed foreign end product if:

1. Its price, including any customs duty, is more than 20% less than the price for a comparable domestic product available from a large business concern, or more than 30% less than the price for a comparable domestic product available from a small business concern; or

2. A comparable domestic product is not commercially available in sufficient quantities of a satisfactory quality.

If the offeror proposes to furnish any foreign end product, the proposal should also include information and data supporting its use as an exception to the Buy American Act. Refer to FAR Clause 52.225-1 for the definition of end product, domestic end product, and foreign end product.

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/.

• SR - VC01 & VC16 – SOW – AL-1704-8931A, dated 3/28/2024 including the Applicable Documents outlined in Section 11

• ALS-U Supplier Quality Evaluation Survey – AL-1208-0209C, dated 3/25/2024

• Released Drawings – Follow this link;

https://drive.google.com/drive/folders/1kO0JXO-j8cY5fuBu25V46QafVPNCPA1W?usp=sharing

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/.

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.General Provisions for Commercial

Supplies & Services (Foreign), dated 12/22/23.

http://procurement.lbl.gov/supplier-forms/ https://drive.google.com/drive/folders/1kO0JXO-j8cY5fuBu25V46QafVPNCPA1W?usp=sharing http://procurement.lbl.gov/welcome-to-procurement-property/become-a-supplier/general-provisions/

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2. 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)

A. General