Sample Subcontract.docx

Introduction This is a subcontract (hereinafter "Subcontract") for , as further described herein. The North American Industry Classification System (NAICS) for this acquisition is .

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.

SCHEDULE OF ARTICLES

ORDERED ITEMS

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

Delivery Schedule The ordered items must be delivered to the shipping address indicated in the article below entitled Shipping Requirements on or before TBD.

Installation Schedule The ordered items shall be installed at TBD within TBD after delivery. Subcontractor shall furnish all personnel, supervision, materials, supplies, equipment, tools, facilities, transportation, testing, and other incidental items and services necessary for performance of the work, except for U.S. Government Property specified herein to be furnished by the University. The Supplies shall conform to the original manufacturer’s specifications. The Supplies and other incidental items furnished by the Subcontractor shall meet nationally recognized safety standards or have been tested and found safe for use.

Acceptance Acceptance of the items described above is based upon successful completion of the acceptance test plan, TBD, incorporated into this Subcontract.

Electrical Device Certification Requirement All electrical equipment, components, conductors and other items delivered to the University, or to any subcontractor facility or remote work location, of the type requiring testing by a Nationally Recognized Testing Laboratory (NRTL) recognized by the Occupational Safety and Health Administration (OSHA) shall be NRTL listed, labeled, and certified in accordance with Part 1910, Occupational Safety and Health Standards, of Title 29 of the Code of Federal Regulations (29 CFR 1910). The Subcontractor shall notify the , , in writing, of any item to be delivered that does not meet this requirement. The University reserves the right to refuse delivery of or return any such items. Information on required NRTL testing is available at https://www.osha.gov/nationally-recognized-testing-laboratory-program.

Notice to Proceed The following documents shall be submitted to the University. Acceptable documents, as determined by the University, must be submitted and a Notice to Proceed must be issued before any work may commence. All work contemplated under this Subcontract shall be considered to require insurance unless otherwise noted in the Insurance Article of the Subcontract. The Subcontractor may perform any work not requiring insurance, including work at the Subcontractor's or lower-tier subcontractor's facilities without an insurance certificate, before the Notice to Proceed is issued by the University.

Insurance Certificate and Endorsements compliant with the requirements in the article below entitled Insurance.

PRICE AND PAYMENT

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

Milestones Milestone payments are authorized for the following milestones under this Subcontract:

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

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/.

Invoices The Subcontractor shall email invoice(s) directly to the LBNL Accounts Payable Office at APInvoice@lbl.gov upon completion of a milestone. 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.

Options 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 . The exercise of any option shall be by issuance of a written modification by the University Procurement Representative. The modification may be executed at any point during the term of the . The Subcontractor will be notified of the University's intent to extend the term by a written notice sent at least thirty (30) days before the expiration date. However, the preliminary notice shall not commit the University to extend the term of this . The prices of the option(s) are firm fixed prices, and include all costs associated with each option, such as labor, materials, equipment, support functions, management, fees, G&A, and profit. At its election, the University reserves the right to renegotiate lower pricing before extending the term of this Agreement.

[Insert options TBD]

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.

is the 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.

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.

FURNISHED AND ACQUIRED PROPERTY

The University will not furnish any U.S. Government Property for use under this . The Subcontractor is not authorized to acquire, fabricate, or provide any tangible personal property items for use under this without the University Procurement Representative's advanced written approval via modification. The Subcontractor is required to notify the University prior to purchasing any Subcontractor Acquired Property and assumes the risk of not being reimbursed for property if approvals are not provided by the University in advance via modification.

SHIPPING REQUIREMENTS

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 licensed common carrier selected by the Subcontractor, at the Subcontractor's expense.

High Value Items The Subcontractor is required to declare the full value of the item(s) when shipped.

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

Shipping Point The shipping point is: TBD.

[Final Subcontract will include the following if shipment must be brokered through US Customs] 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

REPORTS

Type of Reports The Subcontractor shall provide periodic reports on the work as required by the , .

Submittal Reports shall be separately submitted to the following recipients at the following email address:

TBD

LBNL SITE ACCESS REQUIREMENTS

All individuals assigned to work on this by the Subcontractor (including lower-tier subcontractors) who require access to any LBNL-controlled facility or site are subject to DOE access approvals. Any questions should be directed to either the designated or Procurement Representative.

Subcontractor shall call 911 for any situation that requires immediate assistance from the police, fire department or ambulance. Subcontractor shall call the Site Operations Center (SOC) at 510-486-6999 for the below situations, further detailed in the notify.lbl.gov webpage. Subcontractor is required to review this webpage for further detail about required notifications. If the Subcontractor is unable or unsure whether to call, the individual is required to reach out to their supervisor or team lead for guidance. Subcontractor shall flow down this requirement to all lower tier subcontractors performing work onsite at a LBNL location.

Any injuries while performing work for Berkeley Lab Unplanned or Suspected Exposure Unplanned Overpressurization Property, vehicle, or equipment damage Damaged or Broken Utilities Safety systems that fail or malfunction Receipt of a notice of regulatory violation Any unplanned release/discharge or spill in a building or to the environment Chemical Spill Discovery of a hazardous chemical that requires EHS assistance Safeguards and security incident Fumes and Odors Hazardous wildlife and insects

Subcontractor acknowledges that foreign national (non-U.S. citizen) individuals assigned to work on (including lower-tier subcontractors) or other foreign national individuals required to work at any LBNL-controlled facility or site who were born in, are citizens of, are employed or sponsored by or represent a government, company, institution, or other organization based in a country on the Department of State's List of State Sponsors of Terrorism (https://www.state.gov/state-sponsors-of-terrorism/) must obtain written approval from DOE Headquarters prior to accessing LBNL-controlled facilities or sites that are subject to DOE access approvals. Requests for access must be submitted to LBNL Foreign Visits and Assignments Office (FVA@lbl.gov) at least 180 days in advance to allow time for approval from the DOE, in accordance with DOE Order 142.3B Unclassified Foreign National Access Program, with no guarantee of approval.

The University is also required by DOE to document all foreign nationals working on this who were born in, are citizens of, are employed or sponsored by or represent a government, company, institution or organization based in a foreign country and who require access to an LBNL-controlled facility or site. To obtain site access, all foreign national individuals assigned to this (including lower-tier subcontractors) must provide LBNL with their place of birth and citizenship. Requests for access must be submitted to LBNL Foreign Visits and Assignments Office (FVA@lbl.gov) at least 180 days in advance to allow time for approval from the DOE, in accordance with DOE Order 142.3B, with no guarantee of approval. Subcontractor is to advise all individuals (including lower-tier subcontractors) assigned to work on this of these requirements.

insurance

University Requirements Types of Coverage The Subcontractor shall obtain, keep in force, and maintain insurance to cover its performance under this of the types and in the amounts set forth below. Such insurance shall be maintained in full force and effect during the performance of work required by this . The stipulation of required coverage and limits of insurance shall not in any way limit the liability of the Subcontractor.

The automobile liability insurance shall cover liability to third parties related to the Subcontractor's use of any autos, including the Subcontractor's use of, and any resulting loss or destruction of, or damage to, University-furnished U.S. Government owned vehicles.

Workers' Compensation as required under California or other applicable State Law for any work not performed in California, and Employer's Liability Insurance with a minimum limit of $1,000,000 per accident and employee.

University Insurance Certificate Requirements Waiver of Subrogation Endorsement The general and automobile liability insurance shall include a waiver of subrogation in favor of the University and the U.S. Government. Statements on the certificate will not suffice. Submit a copy of the policy with the blanket coverage, or provide, an endorsement to the policy providing the required coverage, or an endorsement that provides a waiver of subrogation where required by contract or agreement.

Additional Insured Endorsement The general and automobile liability insurance shall provide additional insured coverage. Submit a copy of the policy with the blanket coverage, or provide an endorsement to the policy that designates "The Regents of the University of California and the U.S. Government" as additional insureds, or an endorsement that designates additional insured coverage where required by contract or agreement. An endorsement naming additional insureds, as shown above, is required for umbrella policies when the underlying liability policies do not meet the stated requirements listed above. However, if the umbrella policy expressly states it is "follow form" of the underlying policies, an additional insured endorsement for the umbrella policy is not required if the certificate states the umbrella policy is follow form. Statements on the certificate will not suffice. Submit a copy of the policy with the blanket coverage, or provide an endorsement to the policy providing the required coverage.

Primary and Noncontributory Endorsement The general liability insurance coverage shall be primary and noncontributory and shall not participate with or be in excess over any other valid collectible insurance or program of self-insurance of the University or the U.S. Government. Statements on the certificate will not suffice. Submit a copy of the policy with the blanket coverage, or provide an endorsement to the policy providing the required coverage, or an endorsement that states that the subcontractor's insurance will be primary where required by contract or agreement.

Certificate Holder The Certificate Holder shall be listed as follows.

The Regents of the University of California and the U.S. Government Lawrence Berkeley National Laboratory One Cyclotron Road Berkeley, CA 94720

Rating The required insurance shall be obtained from insurance companies authorized to do business in California that have an A.M. Best rating of A: VII or better, or an equivalent Standard & Poor's rating of AA or better or Moody's rating of Aa or better; or that are acceptable to the University.

Deductible The certificate must state the deductible for the General Liability and Automobile Liability policies.

Self-Insurance Retention/Deductible The insurance shall not be subject to a self-insurance retention (SIR) or deductible of $250,000 or more without the written approval of the University Procurement Representative. Prerequisite to obtaining written approval of self-insurance retention (SIR) or deductible of $250,000 or more, Subcontractor shall submit to the University Procurement Representative a Certificate of Self Insurance, and a copy of the subcontractor's independent recent CPA audited or reviewed set of financial statements, including a balance sheet with the CPA's report, each acceptable to the University. If any of the insurance is written on a claims-made form, it shall continue for three years following completion or termination of this and provide for a retroactive date of placement prior to or coinciding with the effective date of this .

Applicability The insurance certificates submitted may be able to be applied to future LBNL s, and it is preferred that it not be made applicable, or reference, a specific .

Notification The Subcontractor or its insurers shall provide written notification to the University Procurement Representative at least 30 days in advance of any modification, change, or cancellation of any of the insurance coverage.

Lower-Tier Subcontractor Insurance The Subcontractor shall require its lower-tier subcontractors performing work at the worksite to maintain general, automobile, and employer's liability insurance with a minimum per-occurrence or aggregate limit of $1,000,000, as well as Workers' Compensation insurance at the statutory limits, and to confirm the required coverage before allowing the work at the worksite to commence.

Certificate Submission The University shall verify the Subcontractor's compliance with the insurance requirements contained in the .

The University will correspond directly with the Subcontractor to convey insurance deficiencies, and any other insurance documentation that may be lacking in order to establish full compliance with the University's insurance requirements.

Prior to commencing any Services at a location other than the Subcontractor's or lower-tier subcontractor's facilities, the Subcontractor shall provide certificate(s) of insurance (and insurance certificate renewals) confirming the required insurance coverage, by submitting them to the University at:

SAFETY DATA SHEETS - HAZARDOUS MATERIALS

The Subcontractor shall make available to the University, upon request, Safety Data Sheets (SDS) for products, including any chemicals or chemical products, compounds or mixtures, furnished or used on-site under this and deemed by the Federal Occupational Safety and Health Administration (OSHA) to contain potentially harmful substances as defined in 29 CFR 1910.1200.

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.

PRELIMINARY INSPECTION

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.

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 , 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 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).

Packaging The subcontractor must minimize the supply of single use items including single-use plastic foodware (e.g., plates, cups, utensils, beverage bottles and bags).

The subcontractor must make good faith efforts to utilize smart-size packing; to customize box sizes in order to reduce packaging waste, and to minimize the number of shipments per order. Recycling practices and methods should be used to minimize the adverse effects on the environment. The subcontractor must use every reasonable effort to use cardboard and paper-based packaging materials for shipments to the Laboratory.

Packaging Requirements All packaging must be compliant with the California Toxics in Packaging Prevention Act (California AB 455). and must meet all additional standards and requirements set forth in the UC Sustainable Practices Policy. In addition, the Laboratory requires that all packaging meet at least one of the criteria listed below:

Uses bulk packaging;

Uses reusable packaging (e.g. totes reused by delivery service for next delivery);

Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product;

Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S. Environmental Protection Agency Comprehensive Procurement Guidelines;

Uses locally recyclable or certified compostable material.

Foam packaging is prohibited as follows:

Foam Ban – Food Service Packaging - The Laboratory does not allow packaging foam or expanded polystyrene (EPS) for takeaway containers or other food service items, in any University-owned or -operated food service facility.

Foam Ban – Product Packaging - The Laboratory prohibits all subcontracted and non-subcontracted suppliers from selling or distributing packaging foam (other than that utilized for laboratory supply or medical packaging) to the Laboratory. Packaging foam is defined as any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. EPS), polyurethane foam, polyethylene foam, polyvinyl chloride (PVC) foam, and microcellular foam. Not included in this ban are easily biodegradable, plant-based foams such as those derived from corn or mushrooms.

INCORPORATED DOCUMENTS

The following documents are hereby incorporated as a part of this . 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 . The documents marked with an asterisk are available at http://procurement.lbl.gov/supplier-forms/.

Insurance Certificate Instructions, dated 5/28/21*

Scope of Supply TBD Acceptance Tests TBD

GENERAL PROVISIONS

The following General Provisions are incorporated by reference into this and are available at: http://procurement.lbl.gov/welcome-to-procurement-property/become-a-supplier/general-provisions/.

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

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)

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