6. LBNL_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 Bifurcated Chambers which is a group of vacuum chambers located in the 12 sectors of the Advanced Light Source (ALS) Storage Ring (SR), 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.

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:

Delivery Proposed Delivery

* All delivery durations are in Calendar Weeks 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 (ACL) and SOW incorporated into this Subcontract.

C.

Notice to Proceed

A Notice to Proceed must be issued before any Work Contingent upon the NTP may commence.

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.

* All AL-numbers refer to LBNL drawings B.

Milestone Payments

If milestone payments are authorized they will be listed here.

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 or deliverable or 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. 7750259

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.

E.

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

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 Bifurcated Chambers and return any unused materials with the delivery of the ordered items.

Item issued for SR Bifurcated Chamber

article 5 - 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.

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 __________.

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 & REVIEWS A.

Type of Reports The Subcontractor shall prepare and submit the following reports to the University as detailed in Section 6.2 of the incorporated SOW AL-1685-4168B along with the reports referenced below;

1. Final Report

A final report shall be submitted upon completion of the work and contain a comprehensive summary of the work performed and all accomplishments. The form and content of the final report shall be acceptable to the Technical Representative. If so requested, a draft copy of the Report shall be provided to Technical Representative for review prior to final submittal.

2. Other reports or data as requested in writing.

B.

Reviews The Subcontractor shall conduct reviews as detailed in Section 6.4 of the incorporated SOW AL-1685-4168B.

C.

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

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 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 9 - ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES 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 (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.

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 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.

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

ARTICLE 10 - FIRST ARTICLE APPROVAL

A. The Subcontractor shall deliver to the University for testing the first article within 8 calendar weeks after approval of the Final Design Review (FDR).

B. The shipping documentation shall contain this Subcontract number and the item identification. The characteristics that the first article must meet and the testing requirements are specified elsewhere in this Subcontract.

C. Within 14 calendar days after receiving the first article, the University shall notify the Subcontractor, in writing, of the conditional approval, approval, or disapproval of the first article. The notice of conditional approval or approval shall not relieve the Subcontractor from complying with all requirements of the specifications and all other terms and conditions of this Subcontract. A notice of conditional approval shall state any further action required of the Subcontractor. A notice of disapproval shall cite reasons for the disapproval.

D. If the first article is disapproved, the Subcontractor, upon the University's request, shall submit an additional first article for testing. After each request, the Subcontractor shall make any necessary changes, modifications, or repairs to the first article or select another unit for first article testing. All costs related to these tests are to be borne by the Subcontractor, including any and all costs for additional tests following a disapproval. The Subcontractor shall furnish any additional first article under the terms and conditions and within the time specified by the University. The University shall act on the first article within the time specified in paragraph C, above. The University reserves the right to require an equitable adjustment of the Subcontract price for any extension of the delivery schedule or for any additional costs to the University related to these tests.

E. If the Subcontractor fails to deliver any first article on time, or the University disapproves any first article, the Subcontractor shall be deemed to have failed to make delivery within the meaning of the termination for default provisions of this Subcontract.

F. If the University does not act within the time specified in paragraph C or D, above, the University shall, upon timely written request from the Subcontractor, equitably adjust the delivery or performance dates and/or the Subcontract price, and any other subcontractual term affected by the delay.

G. Before first article approval, the University may authorize, in writing, the Subcontractor to acquire specific long lead materials or components. Until first article approval is granted, only costs for the first article and costs incurred under such authorization are allocable to this Subcontract for (1) progress payments, or (2) termination settlements if the Subcontract is terminated for the convenience of the University. If first article tests reveal deviations from Subcontract requirements, the Subcontractor shall, at the location designated by the University, make the required changes or replace all items produced under this Subcontract at no change in the Subcontract price.

H. The Subcontractor shall produce both the first article and the production quantity at the same facility.

I. The Subcontractor shall remove and dispose of any first article from the University test facility at the Subcontractor’s expense if the first article is not included in the subcontract purchased quantity or is rejected by the University.

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/.

· SR Bifurcated Chamber Statement of Work, AL-1685-4168B, dated 3/158/2024

· SR Bifurcated Chamber Engineering Specification, AL-1685-4167B, dated 3/18/2024

· SR Bifurcated Chamber ACL, AL-1685-4169A, dated 2/2/2024

· Drawings, Step Files, & Supporting Documents – Follow this link;

https://drive.google.com/drive/folders/1QkgoysffTbPbz7YNBJuhtz4U2q0z6CQi?usp=sharing

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/.

1. 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)

2. General Provisions for Commercial Supplies & Services, dated 12/22/23

OR

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

3. 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)

Subcontract No. TBD