SAMPLE SUBCONTRACT.pdf

Subcontract No. TBD Page 1

SUBCONTRACT

NO. 7846656

The Regents of the University of California Lawrence Berkeley National Laboratory One Cyclotron Road Berkeley, CA 94720

Subcontractor:

TBD

Attention: TBD Address: TBD Phone: TBD E-Mail: TBD

University Procurement Representative:

Name: Brian Zatkow Phone: 510-495-2547 E-Mail: BZatkow@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for Bi-2212 Superconducting Magnet Wire, as further described herein. The North American Industry Classification System (NAICS) for this acquisition is 331491 Nonferrous Metal (except Copper and Aluminum) Rolling, Drawing, and Extruding.

This Subcontract is between The Regents of the University of California, (hereinafter "University") and the party identified above as the "Subcontractor".

This Subcontract is issued under Prime Contract No. DE-AC02-05CH11231 between the University and the United States Government (hereinafter "U.S. Government"), represented by the Department of Energy (hereinafter "DOE") for the management and operation of the Lawrence Berkeley National Laboratory (hereinafter "LBNL") and the performance of certain research and development work.

Agreement The parties agree to perform their respective obligations in accordance with the terms, conditions, and provisions of the attached SCHEDULE OF ARTICLES and the documents referenced or incorporated therein, which together with this Signature Page shall collectively constitute the entire Agreement and shall supersede all prior negotiations, representations, or agreements, whether verbal or written.

TBD

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

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SCHEDULE OF ARTICLES

ARTICLE 1 – ORDERED ITEMS

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

Item # Description Quantity Delivery Schedule

1 Bi-2212 Superconducting Magnet Wire with the following specifications:

Preliminary specs, subject to change during negotiations

• Bare wire diameter: 1.0 mm nominal, with an option of being further drawn to 0.8 mm

• Powder: Bi-2212 “521” composition (reference: EngiMat powder LXB-52)

• Outer sheath: Ag-Mg 0.2 wt%

• Inner sheath: pure Ag

• HTS fill factor: 23% ± 5% nominal

• Stacking design configuration: 37 x 18

• No twisting

• Intermediate annealing optional

• Minimum piece-length > 50m

TBD TBD

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.

Acceptance Acceptance of the ordered item(s) described above is based upon:

• Wire samples at the final diameter measured at the point and tail-end of the billet, plus additional measurements if there are breakages.

• Successful demonstration of the critical current density TBD at 4.2K and 5T perpendicular field over the entire cross section of the samples.

• Passing of the self-bend test.

• Delivered wire pieces must be free of defects and excess lubricant.

ARTICLE 2 – PRICE AND PAYMENT

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

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

Subcontract No. TBD Page 3 sales or use tax if shipped to California. Any items furnished hereunder for rentals or leases are subject to California State sales or use tax, and such tax is included in the fixed prices/rates stated herein.

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

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

Invoices

• The Subcontractor shall email invoice(s) directly to the LBNL Accounts Payable Office at APInvoice@lbl.gov within thirty days of the shipment 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 shipment, 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.

ARTICLE 3 – 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 http://procurement.lbl.gov/supplier-forms/ mailto:APInvoice@lbl.gov

Subcontract No. TBD Page 4 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.

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.

TBD

Technical Direction and Changes Performance of the work under this Subcontract shall be subject to the technical direction of the University Technical Representative. The Subcontractor shall promptly proceed with the performance of technical direction of the nature prescribed by this article issued by the University Technical Representative.

The term "technical direction" is defined to include directions to the Subcontractor within the Scope of Work of the Subcontract which: (1) clarify the desired work emphasis between work areas or tasks; (2) direct the pursuit of certain lines of inquiry; (3) assist in the interpretation of drawings, specifications, or technical portions of the work description; or (4) fill in details necessary to perform and complete the Scope of Work. All technical direction must be issued in writing by the University Technical Representative.

The University Technical Representative is not authorized to issue any technical direction which would:

(1) constitute an assignment of work outside the general scope of the work covered by this Subcontract;

(2) change the description of the work to be performed or any applicable drawings, designs, and specifications; (3) change the time or place of performance; the method of shipment or packaging, or the place of inspection, delivery or acceptance; (4) increase the estimated cost for performance of the work, the fixed fee, or the time required for performance of the work; (5) change any expressed term or condition of the Subcontract; or (6) unreasonably interfere with the Subcontractor’s ability to perform and complete the work.

Any such technical direction must first be authorized by a written modification to this Subcontract issued by the University Procurement Representative, as provided in the clause of these General Provisions entitled Changes.

If any instruction or direction by the University Technical Representative falls within one of the types described in the paragraph above, the Subcontractor shall not proceed to act on such technical direction and shall promptly notify the University Procurement Representative. Upon receipt of a notification from the Subcontractor, the University Procurement Representative shall promptly advise the Subcontractor either that, in accordance with the Changes clause: (1) the technical direction is within the general scope of the Subcontract and does not constitute a change and to proceed to act on such technical direction; or

(2) the technical direction is not within the general scope of the Subcontract or would constitute a change, and to not act on such technical direction unless and until the University issues a written modification to the subcontract.

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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 AND ACQUIRED PROPERTY

The University will not furnish any U.S. Government Property for use under this Subcontract and no Subcontractor Acquired Property is anticipated. The Subcontractor is not authorized to acquire, fabricate, or provide any tangible personal property items for use under this Subcontract without the University Procurement Representative's advanced written approval via Subcontract 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 Subcontract modification.

ARTICLE 5 – SHIPPING REQUIREMENTS

Approval to Ship Subcontractor shall not ship any ordered items until approval to ship is granted by the University Technical Representative as described in the article below entitled Reports.

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 Subcontractor's expense.

Shipping Value 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.

Delete the following if the shipment is from a domestic source:

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

Subcontract No. TBD Page 6

• Commercial Invoice

• Packing List

Aeronet Worldwide 1755 Rollins Road Burlingame, CA 94010 Phone: (650) 259-2155 Fax: (650) 259-2150 Email: SFOimport@aeronet.com

Include the following for shipping by ocean:

Shipments via Ocean The bills of lading for any ocean shipments of equipment, material, or commodities, including any such bills of lading produced by lower-tier subcontractors, must be sent to the Department of Transportation, Maritime Administration, at cargo. MARAD@dot.edu and the University’s Procurement Representative (identified in the Subcontract) within 30 days of shipment.

ARTICLE 6 – REPORTS

Progress Reports The Subcontractor shall provide periodic progress reports on the work as required by the Technical Representative, TBD.

Approval to Ship Reports The Subcontractor shall submit the following reports as request for approval to ship for each billet.

• Pedigree Report (including but not limited to: powder lot id, monofilament id, sub-element id, restacked billet id)

• QA/QC Report (including but not limited to: piece length, wire diameter, critical current, superconductor to non-superconductor ratio, self-bend test)

• Material Certificates

• Micrographs of wire transverse cross-section

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

Recipient Email

TBD

Name Name

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.

mailto:SFOimport@aeronet.com mailto:MARAD@dot.edu

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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 – 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 (Federal Energy Management Program (FEMP) Designated Products), and Non-Ozone Depleting Alternative Products (SNAP). The Laboratory also implements State of California requirements on packaging and electronic waste recycling.

The subcontractor must deliver products and services in compliance with this article which implements the requirements of DOE’s Sustainable Acquisition Program, as well as other federal- and state-mandated sustainability requirements.

In the performance of this Subcontract, the Subcontractor must specify, furnish, and use environmentally preferable products and services (i.e., products and services with a lesser or reduced effect on human health and the environment), to the maximum possible extent consistent with the Subcontract requirements herein, the General Provisions, and the intended end use of the products or services.

The subcontractor must maximize, to the extent feasible, the procurement of materials and operations with lower embodied emissions and alternatives to ozone-depleting substances and high global warming potential hydrofluorocarbons.

The subcontractor must minimize, to the extent feasible, the supply of products and services determined by the EPA to be contaminants of emerging concern (CEC), including pharmaceuticals and personal care products and CECs found therein.

The subcontractor must minimize the supply of products with toxic and hazardous characteristics, and minimize the generation of toxic and hazardous waste, to the maximum extent practicable.

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

For any equipment removed by the subcontractor and scheduled to be refurbished or recycled, the subcontractor must attest that those actions will be handled by a refurbisher or recycler that is third-party certified to one of the known electronics recycling certification programs that is used in the United States, the Responsible Recycling Standard (R2) or the E-Stewards Standard.

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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.

https://ucop.edu/procurement-services/for-suppliers/sustainable-procurement/sustainable-procurement-training-resources.html https://ucop.edu/procurement-services/for-suppliers/sustainable-procurement/sustainable-procurement-training-resources.html mailto:Business-Assurance-Sustainable@lbl.gov

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ARTICLE 9 – REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED

COMPUTER SOFTWARE

The Federal Acquisition Regulation clause FAR 52.227-14, RIGHTS IN DATA-GENERAL, is incorporated by reference as part of this Subcontract. Under the clause, the Subcontractor may withhold from delivery data that qualify as limited rights data or restricted computer software, and deliver form, fit, and function data instead. By acceptance or performance of this Subcontract, the Subcontractor certifies that none of the data proposed for fulfilling the data delivery requirements qualifies as limited rights data or restricted computer software. If the Subcontractor believes data to be provided for fulfilling the data delivery requirements under this Subcontract qualify as limited rights data or restricted computer software, the Subcontractor must notify the University procurement representative and the University technical representative identified in the Subcontract, within 10 days of award and identify such data.

ARTICLE 10 – 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/.

• General Provisions for Commercial Supplies & Services, dated 01/31/25

If the subcontractor is a foreign company, use the following instead:

• General Provisions for Commercial Supplies & Services (Foreign), dated 01/31/25.

The clauses listed in the referenced General Provisions shall be applicable to this Subcontract, based on the value of the Subcontract, the status of the Subcontractor, or the nature and location of the Services, as indicated in the General Provisions.

(END OF SCHEDULE OF ARTICLES)

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

Article 6 – REPORTS