10.8.26 Update - Sample Subcontract, AA-2027-01.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 a detailed design of the Advanced Light

Source Upgrade (ALS-U) Storage Ring Power Supplies rack assemblies, as further described herein. The

North American Industry Classification System (NAICS) for this acquisition is 541330 Engineering

Services, size standard $25 million in annual receipts.

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 SERVICES

Description

The Subcontractor shall provide and perform the following services (hereinafter "Services"), in accordance with this Subcontract and incorporated Statement of Work (SOW):

1. Firm Fixed Price for a detailed design of the ALS-U Storage Ring Power Supplies rack assemblies

2. On-Call Hourly Support per Section 6.4 of the incorporated SOW

The Services are more fully described in the incorporated SOW, AL-1964-3328 Rev. A dated 9/18/2026.

Subcontractor shall furnish all personnel, supervision, materials, supplies, equipment, tools, facilities, transportation, testing, and other incidental items and services necessary for performance of the Services, except for any U.S. Government Property specified herein to be furnished by the University. The

Subcontractor shall deliver the materials, products, supplies, and reports, as specified herein.

Acceptance

Acceptance of the Services under this Subcontract shall be based on satisfactory completion of SOW, Attachment C – SR Rack Design Acceptance Criteria List (ACL) and the Subcontractor's performance and completion of the Services in consonance with professional standards and compliance with the delivery and reporting requirements specified herein.

Correction of Design Errors and Deficiencies

The Subcontractor shall, at no additional cost to the University, promptly correct, revise, or re-perform any 3D CAD models, electrical schematics, assembly drawings, Bills of Materials (BOMs), or other technical documentation that contain errors, omissions, drafting conflicts, physical interference/clash issues, or technical non-conformances attributable to the Subcontractor’s performance. This obligation applies to deficiencies identified during LBNL design reviews, including PDR and FDR, as well as design defects subsequently identified during vendor fabrication or assembly. Formal review, comment, or acceptance by the University Technical Representative shall not relieve the Subcontractor of its responsibility to correct errors, omissions, or other deficiencies attributable to the Subcontractor’s performance at no additional cost to the University.

ARTICLE 2 – PERIOD OF PERFORMANCE

The period of performance of this Subcontract shall commence as of the date of signature of this subcontract by both parties and shall end on January 31, 2029.

The term of the Subcontract may be extended by written mutual agreement.

ARTICLE 3 – OPTION

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, and may be executed at any point in the term of the Subcontract. The prices of the option(s) are firm fixed prices, and include all

Subcontract No. TBD Page 3 costs associated with each option, such as labor, materials, equipment, support functions, management, fees, G&A, and profit.

The options shall be valid during the entire term of this agreement. Any extension or revision thereto shall be evidenced in writing by a bilateral modification signed by both parties.

If the University exercises an option, the Subcontract shall be considered to include this option provision.

Should the University exercise any option hereunder all contractual terms and conditions shall remain in effect.

Option: Assembly Services as per Section 6.6 of the incorporated SOW.

Valid through the Period of Performance as outlined within Article 2.

ARTICLE 4 – PRICE AND PAYMENT

Fixed Price

The Subcontractor shall perform the items detailed in Article 1 of this Subcontract as follows:

1. Detailed Design of the ALS-U Storage Ring Power Supplies rack assemblies per the SOW for the total fixed price of $TBD.

Hourly Support

2. On-Call Support per Section 6.4 of the incorporated SOW.

Allowable expenditures and payments shall be in accordance with the following and incorporated

Payments Under Time and Materials Labor-Hour Contracts Federal Acquisition Regulation (FAR) clause

52.232-7 of the General Provisions.

The Subcontractor shall perform this support on a Time and Materials basis. The subcontractor is authorized to perform up to 200 hours at $TBD per hour. The fixed hourly labor rate is fully burdened to include the direct wages, fringe benefits and allocable indirect expenses, including labor overhead, and general and administrative (G&A) expenses, and any fee or profit.

The ceiling price for the performance of this support, including all allowable expenditures and termination costs is $TBD. The University shall not be obligated to compensate the

Subcontractor for the performance of this support, including any allowable expenditures and termination costs incurred, and the Subcontractor shall not be required to continue performance under this support or otherwise incur expenses, in excess of the above-stated ceiling price. The ceiling price of this Subcontract may only be adjusted by the University Procurement Representative by written modification to this Subcontract.

The total fixed price stated herein includes payment for the acquisition of the complete design package in accordance with the incorporated SOW.

Sales or Use Tax

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Items purchased by the University hereunder are treated as for resale, per the University's California State

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

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

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

Invoices

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

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

This means that LBNL will not be obligated to make any further payments under this Subcontract.

To avoid delays in processing and payment, Subcontractors should include only one attachment per email. Multiple invoices should be combined and attached as a single portable document format (PDF) or Microsoft Word or rich text format (RTF) file (up to 30 individual invoices per attachment) or emailed separately (one attachment per email). Do not include icons/pictures in the email (logos, etc.) and ensure only one subcontract number is listed on the invoice.

• Invoice(s) shall state: the Subcontract number; the Subcontractor (including business heading or logo); bill to address (same address as above); invoice date; unique invoice number; remittance address; sufficiently identify the items/services being invoiced; and identify any separately payable freight charges (with receipts if available) and taxes. Invoice(s) in a spreadsheet format are not acceptable, but a spreadsheet can be used to support an invoice. The Subcontractor shall maintain records which support all invoiced amounts, and provide them to the University Procurement

Representative upon request.

Payment Terms

All invoices except the final invoice shall be payable within 30 days of receipt if the invoice submission is compliant 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.

California Tax Withholding

For services physically performed in California, the University must withhold and remit California

Franchise Tax Board (FTB) taxes from payments made to non-residents, in accordance with the California

Revenue and Taxation Code Section 18662, unless a valid exemption or waiver has been claimed and accepted by the FTB. The FTB explains this process in Publication 1017

(https://www.ftb.ca.gov/forms/misc/1017).

The required FTB documentation (e.g., Form CA 587 Nonresident Withholding Allocation Worksheet or

Form CA 590 Withholding Exemption Certificate) was previously submitted and accepted by the

University for the purpose of vendor setup. Based on the submitted documentation, and in accordance http://procurement.lbl.gov/supplier-forms/ mailto:APInvoice@lbl.gov https://www.ftb.ca.gov/forms/misc/1017

Subcontract No. TBD Page 5 with FTB guidance, the University will determine the appropriate nonresident withholding requirements for payments made under this subcontract. If the subcontractor's California withholding status changes during the performance period, the subcontractor must promptly provide updated documentation to the

University by contacting the Accounts Payable department at APHelp@lbl.gov.

ARTICLE 5 – 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.

Requester

TBD is the Requester 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.

(Requester Contact Information)

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 6 – REPORTS

Type of Reports

The Subcontractor shall provide periodic reports on the work as required by the Requester, TBD.

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] file:///H:/Shared%20drives/PP_%20LAST%20NAME%20A-G/Anoop/1.%20WIP/7885421,%20Power%20Supplies%20Rack%20Design%20Package/6.%20Solicitation/APHelp@lbl.gov

Subcontract No. TBD Page 6

Berkeley, CA 94720

Recipient Email

University Requester TBD@lbl.gov

System Lead TBD@lbl.gov

Procurement Representative TBD@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 design 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 9 – ACCESS TO UNIVERSITY DATA, COMPUTERS AND NETWORK

RESOURCES

General Standard of Care

Subcontractor agrees to handle all access to University Computer, Network, Data and Information resources (collectively referred as "Information Resources") with due care to protect those resources against foreseeable confidentiality, integrity, and availability risks. As such, Subcontractor shall deploy commercially reasonable measures, including technical, administrative, and physical controls to protect

Subcontract No. TBD Page 7 those Information Resources pursuant to industry standard information security practices. In implementing those controls, subcontractor shall balance the nature of the risks of loss of confidentiality, availability, and/or integrity against the costs of implementing commercially reasonable, industry standard measures to mitigate those risks as well as monitor and audit those controls to ensure they function as intended.

Applicable University Policies When Accessing University Resources

Access to University Information Resources by the Subcontractor shall be in accordance with and subject to Lawrence Berkeley National Laboratory (LBNL) information technology policies and procedures, including, but not limited, to the policies found at http://go.lbl.gov/itpolicy. The University information technology policies and procedures are applicable whether such access occurs at LBNL, at the

Subcontractor's facility, or elsewhere.

Scope of Access

Access to Resources by the Subcontractor is only permitted as required to perform the work authorized under this Subcontract. Information Resources which are not designated for access by Subcontractor may not be accessed without specific written permission from the Requester or University Technical

Representative.

Monitoring

Consistent with University Policies, any or all uses of Information Resources may be intercepted, monitored, recorded, copied, audited, inspected, retained, and disclosed to authorized University and the

Department of Energy (DOE), and Law Enforcement personnel. The University also reserves the right to review the contents of all files on University computers. Subcontractor will inform its employees that they have no expectation of privacy when using University Information Resources.

Security Incident Reporting

The Subcontractor shall provide prompt notification to the Requester or University Technical

Representative of any incidents impacting University Information Resources, suspected or otherwise.

Intellectual Property

Unless specifically stated, all information or data furnished by the University or obtained from or developed on University Resources by the Subcontractor remains the property of the University. Upon completion or termination of the Subcontract, all University information or data must either be returned or disposed of as agreed upon by the Subcontractor and the University.

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

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.

http://go.lbl.gov/itpolicy

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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

ARTICLE 11 – SECURITY FOR RESEARCH & DEVELOPMENT, ENGINEERING AND

TECHNICAL SUPPORT SERVICES, AND MANAGEMENT AND PROFESSIONAL

SUPPORT SERVICES

Without prior approval from the University Procurement Specialist, for work performed under this

Subcontract, the University directs the Subcontractor not to engage in activities involving subcontractors or entities that are incorporated, headquartered in, or are operating in countries designated by the U.S.

Government as Country of Risk as defined by the Department of Energy (DOE), (see current list of

Countries of Risk here: https://rco.lbl.gov/research-security/countries-of-risk/). In addition, no individual may work on this project in such countries without prior approval from the University Procurement

Specialist.

Accordingly, should the University determine Subcontractor is conducting prohibited transactions with individuals, subcontractors, entities or listed countries, that shall be grounds for termination of this

Subcontract. The University shall provide Subcontractor advance written notice(s) of such termination, allowing Subcontractor 30 calendar days to provide a written response. Termination shall be at the sole discretion of the University and follow the Termination process described in this Subcontract.

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 https://rco.lbl.gov/research-security/countries-of-risk/

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ARTICLE 12 – E-VERIFY PROGRAM ENROLLMENT

Pursuant to the Employment Eligibility Verification clause of the General Provisions (FAR 52.222-54), the Subcontractor shall:

Enroll as a Federal contractor in the online E-Verify System at: https://everify.uscis.gov, and within 10 days of award of this Subcontract provide the University Procurement Representative with written verification of the open enrollment, such as a copy of the Subcontractor's ''Company Information'' page from the E-Verify System.

Include the clause in each lower-tier Subcontract for construction or services exceeding $3,500, as required by the clause (excluding those with self-employed individuals), and within 10 days of award thereof provide the University Procurement Representative with written verification of the subcontractor's open enrollment in the E-Verify System.

ARTICLE 13 – REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED

COMPUTER SOFTWARE

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 14 – REPRESENTATIONS AND CERTIFICATIONS

If the Subcontractor has completed the annual representations and certifications electronically in the

System for Award Management (SAM) website, accessed through https://www.sam.gov, by acceptance of this Subcontract, the Subcontractor hereby verifies that the representations and certifications currently posted electronically have been entered or updated within the last 12 months, are current, accurate, complete, and applicable (including the business size standard applicable to the NAICS code referenced for this acquisition), as of the date of this award.

ARTICLE 15 – 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-1964-3328 Rev. A entitled “ALS-U SR Power Supplies Rack Detailed-

Design” dated 9/18/2026.

• Invention Reporting and Patent Responsibility * https://everify.uscis.gov/ https://www.sam.gov/ http://procurement.lbl.gov/supplier-forms/

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ARTICLE 16 – 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/.

FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (FEB 2024) is hereby included in the General Provisions section titled “THE FOLLOWING CLAUSES APPLY TO ALL

SUBCONTRACTS” and is hereby removed from the section titled “THE FOLLOWING CLAUSES

APPLY IF THE SUBCONTRACT EXCEEDS $350,000”. FAR 52.219-8 shall apply to all awards at all values.

The following clause is hereby added to the Clauses Incorporated by Reference clause of the General

Provisions:

DEAR 970.5227-1 RIGHTS IN DATA-FACILITIES (DEC 2000)

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.

This Subcontract is for research, development, or demonstration work or design work involving non-standard types of construction. Accordingly, the clauses listed in the General Provisions related to such work shall apply.

(END OF SCHEDULE OF ARTICLES)

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