B-2 RFP_339359(LL).pdf

SLAC NATIONAL ACCELERATOR LABORATORY • 2575 SAND HILL ROAD • MENLO PARK • CALIFORNIA • 94025 • USA Operated by Stanford University for the U.S. Department of Energy

SUPPLY CHAIN MANAGEMENT

Lorenza S. Ladao

SLAC MS 01

lladao@slac.stanford.edu +1-650-926-3214

April 19, 2024

TO ALL OFFERORS

Subject: Request for Proposal (RFP) SLAC_ 339359(LL)

Description: Procurement of High Speed Large Area X-Ray Detector

Dear Prospective Offerors, You are invited to submit a firm-fixed-price proposal in accordance with Line Items in Section B of this RFP and the proposal preparation requirements and other applicable provided documents. Your proposal must be received no later than Thursday, May 23, 2024, 5:00 PM Pacific, and be valid for 90 days after submission. Submissions shall be provided by electronic files in PDF format.

INSTRUCTIONS TO OFFERORS:

Please make certain your business proposal includes the following documents as noted below:

1. Section B – Complete pricing under Supplies or Services and Price/Costs for all the Line Items requested on Section B.

2. Section E – Inspection & Acceptance – Review requirements for Factory Acceptance Test (FAT) and Site Acceptance Test (SAT).

3. Section F – Deliveries or Performance – Review required delivery dates. If dates are not feasible, please provide objective or vendor’s target or realistic delivery dates.

4. Section J – Tax Exempt & Resale Certificate, provided for Information purposes and will be issued as part of the subcontract package.

5. Section K – Complete and return with your proposal applicable documents;

Representation and Certifications Documentations, Buy American Act Certification and Certificate of Current Cost or Pricing Data, if proposal is at least $750,000.

6. Section L Attachment L-1 – “Offerors Technical & Business Proposal Qualification Matrix Checklist” must be completed, signed, and return with Offeror’s proposal.

7. Section L Attachment L-2 – “Offeror’s Request for Clarifications.” Complete and e-mail this form to the Procurement Specialist prior to the closing date of the RFP, for any questions/clarifications regarding this proposal. A WORD file format copy is also attached to easily complete the form.

Note that the last day to submit Questions/clarifications is NLT, May 17, 2024.

Also note that the following requirements apply to this procurement and any resultant Purchase Order:

• E-Verify as required by FAR 52.222-54, “Employment Eligibility Verification (July

2012) applies to this procurement.

• Small Business Subcontract Plan as required by the Prime Contract, FAR

52.219-9 when the award is to a large business contractor.

Marking of Proprietary/Confidential Information. Offerors shall properly mark and identify with a restrictive legend or information markings on pages of the proposal that contain Proprietary/confidential information.

For Offeror to be eligible for a subcontract award with the University, Offeror shall be registered with the System for Award Management (SAM), the Official U.S. Government system that consolidated the capabilities of CCR/FedReg, ORCA, and EPLS. There is NO fee to register for this site. Entities may register at no cost directly at the SAM website:

https://sam.gov/content/entity-registration

SLAC will not be liable for any expenses incurred in preparing any supplier’s response nor for any expense for materials or services not funded on this subcontract.

Proposals shall be signed by an authorized representative of the offeror and to be provided via e-mail to the Procurement Representative’s attention, Lorenza Ladao at lladao@slac.stanford.edu.

Technical, contractual, and administrative questions should be directed to the undersigned, in writing, at lladao@SLAC.stanford.edu. The Procurement Representative is the SOLE point of contact. All exchanges of source selection information between the University and Offerors will be controlled by the Procurement Representative. Any communication to any other SLAC employee or contractor regarding this solicitation may be grounds for disqualification.

Your participation in SLAC procurement process is appreciated.

Sincerely, Lorenza S. Ladao SCM Team Lead – High Value Equipment https://sam.gov/content/entity-registration mailto:lladao@slac.stanford.edu mailto:lladao@SLAC.stanford.edu

SECTION A (REV.07/08/22) SLAC-SCM-GEN-028 PAGE 1 OF 1

SUBCONTRACT

Section A – Subcontract Form

1. Subcontract Number: 3. Type of Subcontract: Firm Fixed Price (FFP) 2a. Solicitation Number:

RFP_339359(LL) 2b. Offers Due By (Date): May 23, 2024 2c. Offers Due By (Time): 5:00 PM

PST

4a. Subcontract Administrator:

Lorenza S. Ladao

4b. Email Address:

lladao@slac.stanford.edu

4c. Telephone:

408-838-6235

5. Issued By:

The Board of Trustees of the Leland Stanford, Jr.

University as Manager Operator of SLAC National Accelerator Laboratory (SLAC) 2575 Sand Hill Road Menlo Park, CA 94025

6. Submit Invoices To:

SLAC National Accelerator Laboratory Accounts Payable 2575 Sand Hill Road Menlo Park, CA 94025 or preferably ap@slac.stanford.edu

7. Name and Address of Seller:

TO ALL OFFERORS

8. Project Site:

SLAC National Accelerator Laboratory 2575 Sand Hill Road Menlo Park, CA 94025

9. TABLE OF CONTENTS

(X) Sec Description (X) Sec Description

A Subcontract Award Form H Special Terms and Conditions B Supplies or Services and Prices/Costs I Specific Subcontract Clauses C Specifications/Statement of Work J List of Attachments D Delivery, Shipping, Packing K Representations and Certifications E Inspections and Acceptance L Instructions to Offerors F Deliveries or Performance M Evaluation Factors for Award G General Terms and Conditions

10. Brief description of supplies or services being acquired:

Procurement of One (1) Each of the High Speed Large Area X-Ray Detector for MVX

11. Total Amount of Subcontract:

See Section B for Total Amount of Subcontract

12. Negotiated Agreement. The subcontractor agrees to furnish and deliver the items or perform all work requirements identified on this form and any continuation sheets for the consideration stated in this subcontract. The rights and obligations of the parties to this subcontract shall be governed by (a) this subcontract award, (b) the solicitation, and (c) the clauses, terms and conditions, representations, certifications, and specifications incorporated by reference in or attached to this contract.

13. Award. The Board of Trustees of the Leland Stanford, Jr. University, SLAC National Accelerator Laboratory, accepts your offer dated on this solicitation identified in item 2 above as reflected in this subcontract, which is subject to and governed by (a) this subcontract award, (b) the solicitation, and (c) the clauses, terms and conditions, representations, certifications, and specifications incorporated by reference in or attached to this contract.

Seller is required to sign and return a copy of this document (Check if applicable)

The Board of Trustees of the Leland Stanford, Jr.

University as Manager Operator of SLAC National Accelerator Laboratory (SLAC)

12b. Signature of person authorized to sign for seller:

13b. Signature of person authorized to sign:

12c. Name of Signer: 13c. Name of Signer:

12d. Title of Signer: 13d. Title of Signer:

12e. Date: 13e. Date:

SECTION B (SUPPLIES OR SERVICES AND PRICES/COST) (REV. 11/09/2022) PAGE 1 OF 1

Section B – Supplies or Services and Prices/Costs

LINE

ITEM

NO.

SUPPLIES/SERVICES QTY UNIT UNIT

PRICE

Total Price

Provide One (1) Each of high repetition rate large imaging area X-ray detector system in accordance with the attached Statement of Work, “High Speed Large Area X-Ray Detector for MFX” dated February 27, 2024. 1 EACH $ $

Total Subcontract Value USD $

Subcontract Funded Amount USD $

Unique Entity ID:

ECCN:

DUNS Number:

Payment Terms will be Net 30 Unless Otherwise Stated:

Discounts (if applicable) [Educational, University, Quantity, etc]

Operated for the U.S. Department of Energy by Stanford University

STATEMENT OF WORK

High Speed Large Area X-Ray Detector for MFX

February 27, 2024

Revision History Revision Date Released Description of Change R0 2/27/2024 Initial Release.

Contents

Contents

1. Scope

2. Defini�ons

3. Deliverables

4. Quality Assurance Provisions

4.1 Program Management

4.2 Progress Repor�ng

4.3 Responsibility for Inspec�on and Tests

4.4 In Process Inspec�on Points

4.5 Inspec�on Test Report

5. Shipping & Packaging

6. Schedule

1. Scope This document establishes the work to be performed by the vendor upon receipt of the purchase order from SLAC.

2. Defini�ons

• SOW: Statement of Work

• MFX – Macromolecular Femtosecond Crystallography instrument.

3. Deliverables

The vendor will be responsible for delivering one detector that meets the requirements outlined below and the requirements from the SOW.

Detector requirements:

1. 15 Megapixels, segmented into 30 modules.

2. 75-micron pixel pitch

3. 3-level adaptive gain

4. Full dynamic range: up to 10,000 12 keV photons/pulse/pixel

5. Good linearity of detection over the full dynamic (non-linearity < 1%)

6. Energy range > 2 keV @ single photon sensitivity

7. 120 Hz readout

8. Capable of 2kHz readout

9. System in a single enclosure/box

10. All modules are fully calibrated.

Addi�onal deliverables, described elsewhere in this document, include:

• Monthly reports on fabrica�on and tes�ng progress shall be provided upon commencement of work.

• A transport and storage container

• Per pixel calibra�on constants

• List of MAC addresses for all readout boards.

• Mechanical drawings

• Fabrica�on & delivery schedule.

4. Quality Assurance Provisions

4.1 Program Management

The detector vendor shall ac�vely manage all maters rela�ng to the performance of this contract to ensure that all specifica�ons, schedule, and quality objec�ves are met. A single individual shall be named to serve as the program manager of this contract. The program manager shall act as the single point of contact with SLAC on all technical and programma�c maters.

The program manager shall establish and apply a program control system to track progress regarding pre-established, measurable milestones. The program manager shall iden�fy correc�ve management ac�ons in the event shor�alls are detected or an�cipated.

The detector vendor shall develop and provide a detailed project schedule to SLAC. The schedule shall be updated quarterly and provided as part of the monthly progress report. In the event SLAC determines that the program success is in jeopardy because of technical, schedule, or quality shor�alls, SLAC reserves the right to conduct special program reviews and audits, as necessary, at the vendor’s facility. SLAC will also name a single point to contact for technical issues. This person will approve drawings and review any requests for concession from the vendor.

4.2 Progress Repor�ng

1. Monthly mee�ngs repor�ng on fabrica�on and tes�ng progress shall be performed. These mee�ngs shall discuss the general status of the program. Any item that has an immediate effect on technical performance, schedule, or deliveries shall be brought to the immediate aten�on of SLAC.

2. Full System Performance Report, including characteriza�on and suppor�ng data, to be provided a�er fabrica�on of the system and before shipping. This report shall be sent via e-mail to the Technical POC and Procurement Specialist.

4.3 Responsibility for Inspec�on and Tests

The vendor shall submit an inspec�on test procedure to SLAC for approval, prior to fabrica�on, as outlined in this document, describing each test or measurement to be implemented. SLAC Approval shall in no way relieve the vendor of responsibility for ensuring the quality of the substrates. SLAC reserves the right to perform in-process inspec�ons at the vendor’s facility. The vendor shall no�fy SLAC a minimum of 10 working days prior to the start of final inspec�on and tes�ng. SLAC reserves the right to par�cipate in final inspec�on. SLAC inspec�on shall in no way relieve the vendor of responsibility for ensuring the quality of the substrates and ruling.

4.4 In Process Inspec�on Points

The SLAC point of contact shall approve the manufacturing drawings in wri�ng before work starts. SLAC approval shall in no way relieve the vendor of responsibility for ensuring the quality of the gra�ngs. Inspec�ons of the substrate geometry shall be performed before polish. A report of conformance shall be submited to and approved by the SLAC point of contact before polishing starts.

4.5 Inspec�on Test Report

The vendor shall submit a final inspec�on report for the detectors at least two (2) weeks prior to the �me of delivery.

Shipment to SLAC shall be ini�ated only a�er approval of the final inspec�on report. The vendor shall supply necessary calibra�on constants and parameters to permit detector opera�on.

5. Shipping & Packaging The detector shall be delivered intact and undamaged, at the expense of the Vendor to SLAC Na�onal Accelerator Laboratory. The vendor is responsible for the detector un�l they have been received and inspected at SLAC Na�onal Accelerator Laboratory by the SLAC point of contact.

The vendor is responsible for design and fabrica�on of suitable shipping containers, and associated outer packaging.

The design shall prevent detector damage or contamina�on during transporta�on, i.e. during handling or from transporta�on shock/vibra�on; protec�on against contamina�on and shock/vibra�on is essen�al. The substrate shipping container design shall protect the detector from dust and other contamina�on. The detector sensor surface shall not contact any packaging materials. Each storage container shall be labelled with the contents.

6. Schedule The vendor must deliver the detector within 12 months A�er Receipt of Order.

The Vendor shall provide a detailed schedule for the project which will be approved by SLAC, including dates for the procurement of materials, acceptance tests, and delivery date. These dates shall become key milestones for the project and shall be strictly observed. If the Vendor encounters issues that would delay any of these milestones, SLAC shall be immediately informed and a mi�ga�on plan shall be developed and provided by the Vendor.

SECTION D (REV. 6/01/12) SLAC-SCM-GEN-032 PAGE 1 OF 2

Section D – Delivery, Shipping, Packing

A.1 Packaging

Refer to Section C, Statement of Work, Paragraph 5, “Shipping & Packaging,” and Section G – SLAC General Terms and Conditions for Fixed Price Commercial Supplies and Services dated August 2023, Article 7, “Instructions for Packaging.”

A.2 - Marking for Shipment Exterior of shipping containers shall be adequately and properly marked for identification. All containers shall include the following minimum exterior marking:

a. Addressee:

SLAC National Accelerator Laboratory, Building 57

Attention: Project Manager (TBD)

2575 Sand Hill Road

Menlo Park, CA 94025

b. Shipper: TBD

c. The SLAC subcontract or purchase order number.

A.3 – Shipping Terms

Within the United States Shipping Terms: FOB Destination: Menlo Park, CA

Shipping Outside of the United States Shipping Terms: CIP SLAC, Menlo Park, and Duty Unpaid

A.4 - Customs Clearance

FOR INTERNATIONAL VENDORS or SHIPPING FROM OUTSIDE OF THE USA:

To ensure proper Customs clearance, the vendor must instruct their shipping company or broker to mark all paperwork as follows:

"TO BE CLEARED THROUGH CUSTOMS IN (location) BY Green Worldwide Shipping (USA), INC. (PHONE) 650-918-6776 (MOBILE) 650-690-6408, Email: slacimports@greenworldwide.com

(INBOUND CONTACT).

For additional export information use: slacexports@greenworldwide.com mailto:slac-exports@greenworldwide.com http://www.greenworldwide.com and https://www.greenworldwide.com/contact-green mailto:slacimports@greenworldwide.com mailto:slacexports@greenworldwide.com mailto:slac-exports@greenworldwide.com http://www.greenworldwide.com/ https://www.greenworldwide.com/contact-green

SECTION D (REV. 6/01/12) SLAC-SCM-GEN-032 PAGE 2 OF 2

Address to:

Green Worldwide Shipping, LLC 433 Airport Blvd., Suite 310 Burlingame, CA 94010 USA Main: +1 650 348 2211 Email: slac-imports@greenworldwide.com www.greenworldwide.com

Shipment will be made CIP SLAC, Menlo Park, and Duty Unpaid.

http://www.greenworldwide.com/

SECTION E (REV. 06/04/12) SLAC-SCM-GEN-031 PAGE 1 OF 1

Section E – Inspections and Acceptance

NO.

INSPECT/ACCEPTANCE AT INSPECT

BY ACCEPT AT ACCEPT

BY

001 Vendor Vendor Vendor SLAC

SECTION F (REV. 06/04/12) SLAC-SCM-GEN-032 PAGE 1 OF 1

Section F – Deliveries or Performance

DELIVERY INFORMATION

NO

DELIVERY DATE QUANTITY SHIP TO ADDRESS VENDOR PROPOSED

DELIVERY DATE

NLT (No Later Than) 12 months

ARO

1 Each SLAC National Accelerator Laboratory

Note: The above date is SLAC desired delivery date. Vendor may propose their delivery date for SLAC’s review and consideration.

SECTION G (REV. 06/04/12) SLAC-SCM-GEN-033 PAGE 1 OF 1

Section G – General Terms and Conditions

The following attached SLAC National Accelerator Laboratory’s Terms and Conditions applies to this Subcontract:

• SLAC General Terms and Conditions for Fixed Price for Commercial Supplies and Services dated August 2023.

GENERAL TERMS AND CONDITIONS FOR FIXED PRICE COMMERCIAL SUPPLIES AND SERVICES

August 2023

GENERAL TERMS AND CONDITIONS

For Fixed Price Commercial Supplies and Services

INDEX

1. DEFINITIONS

2. SCOPE; ENTIRE AGREEMENT AND ORDER OF

PRECEDENCE

3. SELLER ACCEPTANCE OF SUBCONTRACT

4. SERVICES

5. KEY PERSONNEL

6. TITLE AND RESPONSIBILITY

7. INSTRUCTIONS FOR PACKAGING

8. APPROVAL OF TECHNICAL DATA

9. TRAVEL

10. INVOICES AND PAYMENTS

11. EXTRAS

12. TAX AND BUYER EXEMPTION

13. INSPECTION AND ACCEPTANCE OF

COMMERCIAL PRODUCTS OR COMMERCIAL

SERVICES

14. QUALITY OF ITEMS AND COUNTERFEIT PARTS ... 4

15. WARRANTY

16. LIMITATION OF LIABILITY

17. INDEMNITY

18. CONFIDENTIALITY

19. MATERIAL BREACH

20. ASSIGNMENT

21. INDEPENDENT CONTRACTOR

22. PERMITS, LICENSES, AND APPLICABLE LAWS

23. DISPUTES AND GOVERNING LAW

24. EXPORT CONTROL

25. CONTRACTS FOR MATERIALS, SUPPLIES,

ARTICLES, AND EQUIPMENT

26. TIME IS OF THE ESSENCE

27. EXCUSABLE DELAYS

28. PUBLICITY

29. CLAUSES INCORPORATED BY REFERENCE

1. DEFINITIONS

As used in the Subcontract, the term:

a. “Buyer” means the Board of Trustees of the Leland Stanford Jr. University (“University”), or any duly authorized representative thereof, acting through SLAC National Accelerator Laboratory (“SLAC”), under its Management and Operating Contract with the United States Department of Energy (“DOE”).

b. “Commercial product” or “commercial service” has the meanings set forth in FAR 2.101, as updated from time to time.

c. “Government” means the government of the United States of America.

d. “Micro-Purchase Threshold” shall mean the threshold defined in FAR 2.101, as updated from time to time.

e. “Procurement Specialist” means Buyer’s designated contracting officer with the authority to bind Buyer. Unless otherwise provided in writing herein, no other Buyer personnel or agents possess such authority. Procurement Specialist may also be referred to as “Subcontract Administrator” in the Subcontract.

f. “Seller” means the firm (individual person and/or entity) supplying the materials, supplies or services under the Subcontract. Seller may also be referred to as supplier, Subcontractor or vendor.

g. “Seller Representative” means Seller’s primary point of contact for Buyer, designated by Seller as responsible for leading and organizing the services to be provided herein.

h. “Simplified Acquisition Threshold” shall mean the threshold defined in FAR 2.101, as updated from time to time.

i. “Technical Representative(s) or Service Manager(s),” if one or more is designated in this Subcontract, shall mean Buyer’s agent(s) for all technical inquiries and oversight. The Technical Representative or Service Manager has the authority to provide clarifying instruction or grant approvals in the manner defined in the Subcontract, but not to modify or amend any term of this Subcontract, nor to commit Buyer funds.

2. SCOPE; ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

a. The scope of the Subcontract shall be limited to the acquisition of commercial products or services, on a fixed-price basis.

b. The Subcontract may consist of any or all of the following documents: (1) signed Subcontract or Purchase Order, including any special terms and conditions attached thereto; (2) these terms and conditions and any on-site supplemental terms and conditions (for services provided at Buyer’s site); (3) Statement of Work,; (4) any other Buyer referenced and incorporated clauses, provisions, and documents;

(5) Buyer-furnished Government Property; and (6) Seller’s written and accepted proposal. These documents comprise the entire agreement between the parties and supersede all prior proposals, representations, negotiations, or agreements, whether written or oral.

c. Any conflicts and/or inconsistencies in the documents identified above comprising this Subcontract shall be resolved by giving precedence in the order they are listed above, with the first numbered item(s) having the highest precedence, and each following item(s) having successively lower precedence.

d. Except as otherwise provided in this Subcontract, the term “Sub-Subcontract” includes lower-tier subcontracts and purchase orders under this Subcontract, and the terms “subcontractor” or “sub-subcontractor” shall mean Seller’s subcontractor.

3. SELLER ACCEPTANCE OF SUBCONTRACT

a. Seller’s acknowledgement, commencement of performance, or acceptance of payment, whichever occurs first, shall constitute Seller’s unqualified acceptance of the Subcontract.

b. Seller, by accepting the Subcontract, does hereby agree that (i) this Subcontract sets forth the entire agreement between the Buyer and the Seller and supersedes any prior offers, negotiations, and agreements concerning the subject matter of this Subcontract, and (ii) no form, document, or additional or differing terms supplied by the Seller shall constitute a part of the Subcontract or have any effect, regardless of where they are included, unless specifically and expressly accepted in writing by the Procurement Specialist.

4. SERVICES

a. The Seller shall be responsible for the professional quality, technical accuracy and the coordination of all data, reports, documentation, and other services furnished by the Seller under this Subcontract, as applicable. The Seller shall, without additional compensation, correct or revise any errors or deficiencies in its data, reports, documentation, and services.

b. The Seller shall manage its own services, consult regularly with the Buyer, communicate with members of the project team, and regularly report progress to the Buyer. In addition, as may be necessary, the Seller shall coordinate with Buyer’s Technical Representative or Service Manager, research and develop applicable design or other technical criteria and documentation and attend project meetings. The Seller will make available the services of certain of its employees, as contractually required, for the purpose of personally rendering expert advice and assistance to the Buyer in connection with the performance of services under this Subcontract.

c. The extent and character of the services to be provided by Seller shall be subject to the general oversight, supervision, direction, control, and approval of Buyer. Neither the Buyer’s reviews, approval or acceptance of, nor payment for, the services under this Subcontract shall be construed to operate as a waiver of any rights under this Subcontract, or of any cause of action arising out of the performance of this Subcontract, and the Seller shall be and remain liable to the Buyer, in accordance with applicable law, for all damages to the Buyer caused by the Seller’s negligence or misconduct.

5. KEY PERSONNEL

a. Seller Representative shall: (A) devote a reasonable amount of time to the services to be provided herein; (B) be closely involved and continuously responsible for the conduct of the services; (C) not be replaced unless pre-approved in writing by Buyer; and (D) promptly advise Buyer if she/he will devote substantially less effort to the services hereunder than anticipated or otherwise set forth in the Subcontract.

b. Any of Seller’s key technical personnel identified in the Subcontract and assigned to perform the services hereunder shall not be assigned to other work that will interfere with the services they are to provide under this Subcontract, without prior, written approval from Buyer, except in circumstances beyond the reasonable control of Seller. If such circumstances arise, Seller shall inform the Procurement Specialist of such reassignments within five (5) business days of the occurrence of such circumstance(s). A replacement individual shall be assigned by the Seller, subject to prior approval by the Procurement Specialist, within ten (10) business days. If an acceptable individual is not identified, Buyer may terminate this Subcontract immediately.

6. TITLE AND RESPONSIBILITY

a. Title to the material and supplies purchased hereunder shall pass to the Government at the point of delivery to the Buyer; and, if purchased F.O.B. Shipping Point, delivery to the carrier by the Seller shall be deemed delivery to the Buyer. No insurance charges will be allowed unless specifically authorized in the Subcontract.

b. Except as otherwise provided in the Subcontract (i) the Seller shall be responsible for the supplies covered by the Subcontract until they are delivered at the designated delivery point, regardless of the point of inspection; (ii) the Seller shall bear all risks as to rejected supplies after notice of rejection, except that the Buyer shall be responsible for the loss, or destruction of, or damage to, the supplies, if loss, destruction or damage results from the gross negligence of officers, agents, or employees of the Buyer acting within the scope of their employment.

c. The actual total transportation charges paid to the carrier(s) by the consignor or consignee shall be reimbursed by the Seller.

7. INSTRUCTIONS FOR PACKAGING

Packing and packaging shall be adequate to prevent damage when shipped by common carrier or another method utilized. Seller shall be solely responsible for any damage resulting from improper packaging, containerizing, or lack thereof. The Seller shall indicate the Subcontract and/or Purchase Order number on each container or package. An itemized packing list shall be affixed to the outermost cover of each container or package. The use of environmentally sustainable packaging materials is required.

8. APPROVAL OF TECHNICAL DATA

a. If this Subcontract requires the Seller to furnish any drawings, specifications, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance or test data, or other technical data for approval by the Buyer prior to Seller performance, the approval of the data by the Buyer shall not relieve the Seller 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 Seller’s risk.

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

9. TRAVEL

Only when travel is included as part of the performance under the Subcontract and is set forth as a specific cost/price element in the Subcontract, the following requirements shall apply:

a. Expenses incurred for travel, lodging, meals, and incidental expenses shall be reimbursed only to the extent that they comply with Buyer’s travel reimbursement guidelines. The Seller shall submit with its invoice itemized receipts showing proof of payment for expenses in excess of $75. If travel is not reimbursed on a cost-basis, then the requirements of this paragraph do not apply.

b. To the extent any foreign travel (outside the U.S.) is required under this Subcontract, it shall be conducted pursuant to the requirements contained in DOE Order 551.1, “Official Foreign Travel” or any subsequent version of the Order in effect at the time of award. All foreign travel requests must be entered into the DOE Foreign Travel Management System (FTMS) within 60 calendar days before the proposed departure date. Travelers must contact the Procurement Specialist for the necessary foreign travel forms and processes well in advance of the FTMS deadline. All foreign travel request forms are to be submitted to the Travel Office for entry into FTMS.

c. No such foreign travel shall be taken until a DOE FTMS Foreign Travel Approval Number has been obtained from the SLAC Travel Office and transmitted to the Seller. Reimbursement for foreign travel incurred without a FTMS Approval Number will not be allowed.

More information can be found at the SLAC Travel Office’s website, at https://travel.slac.stanford.edu/.

10. INVOICES AND PAYMENTS

a. Except as otherwise provided in the Subcontract, no later than 30 days upon Buyer’s acceptance and receipt of invoices satisfactory to Buyer, whichever occurs later, the Seller shall be paid the amounts agreed, less deductions and discounts if any. Payments shall be made by check or automated clearing house (ACH) as agreed.

b. Unless otherwise specified, partial payments will not be made. This, however, does not preclude payments for partial shipments of completed deliverables (as distinguished from components).

c. At minimum, all invoices shall contain the information required by Buyer, available at https://suppliers.slac.stanford.edu/doing-business-slac/invoicing-and-reimbursement, incorporated herein by reference. All invoices shall reference applicable Purchase Orders by Buyer Purchase Order number, and the applicable line item numbers or other item number specified on the Purchase Order or Subcontract.

d. For Sellers providing services in California and if Seller is not a California resident or entity, or does not have an office in California, the invoice must specify the number of hours and amount being invoiced for services performed in California.

e. All invoices shall be submitted to ap@slac.stanford.edu or to the following address:

SLAC National Accelerator Laboratory c/o Accounts Payable, MS 09 OR c/o Accounts Payable DISCOUNT DESK, MS 09 (for invoices with discount terms) 2575 Sand Hill Road Menlo Park, California 94025

11. EXTRAS

Except as otherwise provided in the Subcontract no payment for extras shall be made unless such extras and the price therefore have been authorized in writing by the Procurement Specialist.

12. TAX AND BUYER EXEMPTION

a. Except as may be otherwise provided in the Subcontract, the selling price includes all applicable federal taxes in effect on the date of this https://travel.slac.stanford.edu/ https://suppliers.slac.stanford.edu/doing-business-slac/invoicing-and-reimbursement https://suppliers.slac.stanford.edu/doing-business-slac/invoicing-and-reimbursement mailto:ap@slac.stanford.edu

Subcontract but does not include any state or local sales, use, or other tax directly applicable to the completed supplies or services covered by the Subcontract nor any other tax, duties, tariffs, and similar fees from which the Seller or this transaction is exempt. Upon request of the Seller, the Buyer shall furnish, unless no legal basis exists therefore, a tax exemption certificate or similar evidence of exemption with respect to any such tax not included in the Seller’s price pursuant to this Article.

b. For Sellers providing services, the Buyer will automatically withhold from any invoice paid appropriate taxes, if required by the U.S.

Internal Revenue Service and the California Franchise Tax Board.

c. The Seller agrees to notify Buyer of any government tax, fee, or charge levied or purported to be levied on or collected from the Subcontractor in connection with this Subcontract which Seller has reason to believe may be inapplicable or invalid, and which would be reimbursable or the Buyer has claimed an exemption hereunder. The Subcontractor also agrees to refrain from paying any such tax, fee, or charge, unless otherwise authorized by the Buyer, and to take such steps as may be required by the Buyer to cause such tax, fee, or charge to be paid under protest and, if so directed by the Buyer, to cause to be assigned to the Buyer or its designee any and all rights to the abatement or refund of any such tax, fee, or charge, and to permit the Buyer or its designee to join with the Seller in any proceedings for the recovery thereof or to sue for recovery in the Seller’s name.

13. INSPECTION AND ACCEPTANCE OF COMMERCIAL PRODUCTS OR COMMERCIAL SERVICES

a. All supplies (which term throughout this article includes without limitation raw material, components, intermediate assemblies, and end products) shall be subject to inspection, test and expediting by the Buyer and/or the Government to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance.

b. In case any supplies or lots of supplies are defective in material or workmanship or are otherwise not in conformity with the requirements of this Subcontract, the Buyer shall have the right either to reject them (with or without instruction as to their disposition) or to require their correction. Supplies or lots of supplies which have been rejected or required to be corrected shall be removed, or, if permitted or required by the Buyer, corrected in place, by and at the expense of the Seller promptly after notice, and shall not thereafter be tendered for acceptance unless the former rejection or requirement of correction is disclosed. If the Seller fails to promptly remove such supplies or lots of supplies which are required to be removed, or to promptly replace or correct such supplies or lots of supplies, the Buyer either (i) may by order or otherwise replace or correct such supplies and charge to the Seller the cost occasioned the Buyer thereby, or (ii) may terminate this order for default in accordance with the applicable FAR clause(s). Unless the Seller corrects or replaces such supplies within the delivery schedule, the Buyer may require the delivery of such supplies at a reduction in price which is equitable under the circumstances.

c. If any inspection or test is made by the Buyer and/or the Government on the premises of the Seller or a subcontractor, the Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the Buyer and Government inspectors in the performance of their duties. If Buyer and/or Government inspection or test is made at a point other than the premises of the Seller or a subcontractor, it shall be at the expense of the Buyer except as otherwise provided in this order; Provided that, in case of rejection the Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by the Buyer and/or Government shall be performed in such a manner as not to unduly delay the work. The Buyer reserves the right to charge to the Seller any additional cost of Buyer and/or Government inspection and test when supplies are not ready at the time such inspection and test are requested by the Seller or when re-inspection or re-test is necessitated by prior rejection.

d. Notice of rejection shall be provided within forty-five (45) days of the receipt of the items or completion of services. If no such notice of rejection is provided within the aforementioned time, or if the Procurement Specialist formally accepts the item or services in writing, such item or services shall be deemed accepted, provided, however, this period may be extended to thirty (30) days after the date of discovery of a material defect (if such date is later) if (1) the Buyer could not have reasonably discovered such a material defect from a reasonable inspection; or (2) the defect is of the type specified in the Article, “Quality of Items and Counterfeit Parts,” below.

e. The Seller shall provide and maintain an inspection system acceptable to the Government covering the supplies hereunder. Records of all inspection work by the Seller shall be kept complete and available to the Government during the performance of this order and for such longer period as may be specified elsewhere in this order.

14. QUALITY OF ITEMS AND COUNTERFEIT PARTS

All item(s), including any materials and supplies furnished by the Seller in performance of any services, shall as a minimum: (1) be new and genuine, or reconditioned and so identified and warranted as new, genuine and not of such age or so deteriorated as to impair their usefulness or safety; and (2) not contain any counterfeit or suspect materials, parts, or components. The furnishing of reconditioned items must be specified and mutually agreed in the Subcontract or pre-approved in writing by the Buyer’s Procurement Specialist. Types of materials, parts, and components known to have been counterfeit or suspect include, but are not limited to: electrical components, piping, fittings, flanges, and fasteners. Any acceptance of items or materials delivered to Buyer not meeting these minimum requirements shall be deemed null and void, and at minimum, Buyer shall be entitled to replacement at no cost or refund at any time after such defects are reasonably discovered.

15. WARRANTY

Seller at a minimum warrants that all services, supplies and materials delivered hereunder shall be free from all defects in materials, workmanship and Seller’s design and engineering documentation, and shall comply with all the requirements of the Subcontract. The Seller further warrants that the data and documentation provided by Seller or its suppliers shall be complete and accurate, and may be relied upon by Buyer. The warranty shall begin upon acceptance and extend for a period of the manufacturer (as applicable) or Seller’s standard warranty period or one year, whichever is longer. If any nonconformity appears within that time, Buyer, in addition to any other rights and remedies provided by law, or under other provisions of this Subcontract, may require Seller to repair or replace the goods and/or re-perform the services at no increase in price, or to reduce the Subcontract price to reflect the reduced value of the Sellers’ performance. When supplies are returned, the Seller shall bear the risk of loss and transportation cost. If Seller fails to replace or repair the goods or re-perform the services within 10 days of Buyer’s written notice to do so, Buyer shall have the right by contract or otherwise to replace or repair the goods or re-perform the services, and charge the Seller the cost occasioned thereby.

16. LIMITATION OF LIABILITY

Except as otherwise provided herein, neither Party shall be liable for consequential damages resulting from this Subcontract.

17. INDEMNITY

The Seller shall indemnify, defend, and hold harmless the Board of Trustees of the Leland Stanford Junior University, the Government of the United States, and their respective trustees, contractors, officers, agents, and employees from and against all claims of noncompliance with or violation of applicable laws or regulations, any and all loss, property damage, expense, personal injury, death, or other liability arising out of or related to the performance of the work hereunder by Seller or Seller’s agents, provided that such loss is not caused by the gross negligence or willful misconduct of the Buyer. The Seller shall also pay any cost and/or attorneys’ fees that may be incurred by any of the above-name indemnities in enforcing this indemnity.

18. CONFIDENTIALITY

a. Except to the extent required by governing law or necessary to report fraud, waste, or abuse to the Government, Seller, its employees, contractors, and agents shall not reproduce or disclose any information, knowledge, or data of the Buyer that the Seller receives or has access to in connection with this Subcontract when such information, knowledge, or data is marked confidential, proprietary, trade secret, official use only, or is otherwise so expressly designated by the Buyer, the Government, or third-party contractors.

b. The Seller shall have appropriate agreements or policies with its employees, agents, and lower-tier subcontractors to ensure compliance with this clause.

19. MATERIAL BREACH

In the event that Seller breaches any of its material obligations under this Subcontract, Buyer may provide written notice to Seller specifying the nature of the default, requiring it to cure such breach, and stating its intention to terminate this Agreement if such breach is not cured within thirty (30) days. If such breach is not cured within thirty (30) days after the receipt of such notice and such breach remains uncured, Buyer, in its sole discretion, shall be entitled to terminate the Subcontract, or portions thereof, for cause immediately by written notice to Seller. If Buyer terminates the Subcontract in accordance with the foregoing, Seller shall be responsible for all costs and expenses that Buyer incurs to cure the applicable breach(es) and to complete or replace any unfinished services or deliverables, irrespective of whether Buyer conducts such work itself or through another third party. Nothing in this provision is intended to prevent Buyer from seeking immediate equitable or injunctive relief, or to avail itself of any of the other remedies available to it under this Subcontract or at law.

20. ASSIGNMENT

Neither the Subcontract nor any interest therein nor claim thereunder shall be assigned or transferred by the Seller except as expressly authorized in writing by the Procurement Specialist, provided that the Seller or its assignee’s rights to be paid amounts due as a result of performance of the Subcontract may be assigned to a bank, trust company or other financing institution, including any federal lending institution. Payments to an assignee shall be subject to setoff or recoupment for any present or future claims of Buyer against Seller.

21. INDEPENDENT CONTRACTOR

Seller is an independent contractor in all its operations and activities hereunder. The employees used by Seller to perform work under the Subcontract shall be Seller’s employees exclusively, without any relation whatsoever to Buyer or its affiliates.

22. PERMITS, LICENSES, AND APPLICABLE LAWS

In performance of the Subcontract, Seller shall, at its own expense, comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. Seller must, at its own expense, have and maintain the license(s) and/or certification(s) appropriate to its trade, issued by the relevant trade association, or regulatory or administrative agency.

23. DISPUTES AND GOVERNING LAW

a. The parties shall attempt to resolve any dispute, controversy, or claim arising out of or related to this Subcontract in good faith, by direct, informal negotiations. Pending resolution of the dispute, claim, or controversy, the Seller shall proceed diligently with the performance of this Subcontract, in accordance with its terms and conditions.

b. All disputes under this Subcontract that are not disposed of by mutual agreement may be decided by recourse to an action at law or in equity.

c. The parties submit all their disputes arising out of or in connection with this Subcontract to the exclusive jurisdiction of the state or federal courts located in the Northern District of California.

d. Any substantive issue of law shall be determined in accordance with the body of applicable federal law. If there is no applicable federal law, the law of the State of California shall apply.

e. Seller shall have appropriate agreements or policies with its employees, agents, and next-tier subcontractors to ensure compliance with this clause.

24. EXPORT CONTROL

a. Seller agrees that it shall not provide, deliver, or display any information, materials, or products subject to United States export controls, including those subject to the Export Administration Regulations (“EAR”) administered by the Commerce Department or the International Traffic in Arms Regulation (“ITAR”) administered by the State Department unless it provides written notice of the same at least 20 calendar days prior to the delivery or display to the Procurement Specialist.

b. If any information, materials, or products delivered are subject to such controls, Seller shall provide applicable export control classification numbers or other information requested by the Buyer to comply with applicable export laws and regulations.

25. CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND EQUIPMENT

If this Subcontract is for the manufacture or furnishing of materials, supplies, articles, or equipment in an amount which exceeds or may exceed $15,000.00 and is otherwise subject to the Walsh-Healy Public Contracts Act, as amended (41 U.S. Code 35-45), there are hereby incorporated by reference all representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representations and stipulations being subject to all applicable rulings and interpretations of the Secretary of Labor which are now or may hereafter be in effect.

26. TIME IS OF THE ESSENCE

The Seller shall undertake the services hereunder diligently with such forces as the Seller determines are necessary to complete the work of this Subcontract within the times specified in the Subcontract.

27. EXCUSABLE DELAYS

The Seller shall be liable for delays, unless such delays are caused by an occurrence beyond the reasonable control of the Seller and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, pandemics, epidemics, quarantine, restrictions, strikes, unusually severe weather, and delays of common carriers. The Seller shall notify the Buyer in writing as soon as reasonably possible after commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give the Buyer written notice of the cessation of such occurrence.

28. PUBLICITY

Seller shall not release any advertising copy or other publicly available information mentioning Buyer or quoting the opinion of any of Buyer’s employees. Seller shall not state or imply in advertising or other copy that Buyer, the Government, or their employees endorse in any way Seller’s products or services. The Seller and its employees, agents, or contracts shall not use or exploit "Stanford University," "SLAC," or any other trademark or logo owned by the Buyer or the Government, unless necessary to perform the Subcontract and if prior, written approval of Buyer of such use is received by Seller.

29. CLAUSES INCORPORATED BY REFERENCE

The Federal Acquisition Regulation (“FAR”) and Department of Energy Acquisition Regulation (“DEAR”) clauses listed below, which are located in Chapters 1 and 9, respectively, of Title 48 of the Code of Federal Regulations, are incorporated by this reference as a part of the Subcontract as prescribed below or as prescribed by the clauses’ prescriptives. If a condition listed next to the listed clause is inapplicable, then the clause is not incorporated by reference. As used in the clauses, the term “contract” shall mean the Subcontract; the term “Contractor” shall mean the entity (“Subcontractor” or “Seller”) who entered into the Subcontract with the Buyer; the term “subcontractor” shall mean the Subcontractor/Seller’s subcontractor; and the terms “Government” and “Contracting Officer” shall mean the Buyer, except in FAR clauses 52.227-1, 52.227-3, 52.227-14, and 52.227-19, 52.204-10 in which clauses “Government” shall mean the Government and “Contracting Officer” shall mean the DOE Contracting Officer for Prime Contract DE-AC02-76SF00515 with the Buyer. The Seller shall include the listed clauses in its subcontracts at any tier, to the extent applicable.

THE FOLLOWING CLAUSES APPLY TO ALL SUBCONTRACTS:

FAR 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR

STATEMENTS (JAN 2017)

FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021) if contractor may have Federal contract information residing in or transiting through its information system

FAR 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR

PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (NOV 2021)

FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS- COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) if the Subcontract includes the Equal Opportunity clause

FAR 52.222-26 EQUAL OPPORTUNITY (SEP 2016), unless the Subcontract is entirely exempt from the requirements of Executive Order 11246

FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (NOV 2021)

FAR 52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 ) if FAR 52.222-6 or FAR 52.222-41 applies and is to be performed in whole or in part in the United States

FAR 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (FEB 2021), ALT I (JUL 1995), if the Subcontract will require the delivery of hazardous materials as defined in FAR 23.301

FAR 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011) (ALTERNATE I)

FAR 52.223-10 WASTE REDUCTION PROGRAM (MAY 2011) if the subcontractor will provide operation of Government-owned or -leased facilities and all solicitations and contracts for support services at Government-owned or -operated facilities.

FAR 52.223-11 OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS (JUN 2016), if the Subcontract involves delivery or use of such substances

FAR 52.223-12 MAINTENANCE, SERVICE, REPAIR OR DISPOSAL OF REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (JUN 2016), if the Subcontract involves the maintenance, service,…