Sample Subcontract.pdf

Subcontract No. TBD Page 1

SUBCONTRACT

NO. TBD

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

Subcontractor:

LBNL TEMPORARY VENDOR

Attention: To Be Determined

NOT A VALID VENDOR

BERKELEY, CA

Phone: TBD E-Mail: TBD

University Procurement Representative:

Name: Anita Mathias Phone: 510/486-4957 E-Mail: AMathias@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for BPM Chassis - Group G - AFE Enclosure (Housing and Cover), as further described herein. The North American Industry Classification System (NAICS) for this acquisition is 332999 All Other Miscellaneous Fabricated Metal Product Manufacturing, size standard 750 or fewer employees.

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.

TO BE DETERMINED

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 Price Amount UOM Delivery Schedule:

1 First Article - Analog Front End (AFE); Housing, AFE Enclosure

AL-1899-3880

25.00 $0.00 $0.00 EA 4 Weeks

ARO

2 First Article - Analog Front End (AFE); Cover Assy, AFE Enclosure

AL-1899-3873

50.00 $0.00 $0.00 EA 4 Weeks

ARO

3 Batch 1 - Analog Front End (AFE);

Housing, AFE Enclosure AL-1899-

400.00 $0.00 $0.00 EA 4 weeks after Hold point 1 Approval

4 Batch 1 - Analog Front End (AFE);

Cover Assy, AFE Enclosure AL- 1899-3873

800.00 $0.00 $0.00 EA 4 weeks after Hold point 1 Approval

5 Batch 2 - Analog Front End (AFE);

Housing, AFE Enclosure AL-1899-

875.00 $0.00 $0.00 EA 6 weeks after Hold point 2 Approval

6 Batch 2 - Analog Front End (AFE);

Cover Assy, AFE Enclosure AL- 1899-3873

1,750.00 $0.00 $0.00 EA 6 weeks after Hold point 2 Approval

TOTAL $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 items described herein is contingent upon the successful completion of the Deliverables Plan (Section 6.2) specified in the Scope of Work (SOW) and incorporated into this Subcontract.

ARTICLE 2 – PRICE AND PAYMENT

Fixed Price The Subcontractor shall furnish and deliver the ordered item(s) for the total fixed price of $260,000.00.

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.

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

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

Invoices

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

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

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

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

Payment Terms

All invoices except the final invoice shall be payable within 30 days of receipt if the invoice submission is compliant with the subcontract requirements for invoicing; provided, however, that payments made thereafter shall not be subject to any penalty, interest, or late charges. Only those items/services identified in this Subcontract or a Subcontract Modification will be considered for payment. Payment amounts may be adjusted for any applicable credits, offsets, or withholds. Full payment shall not be due until any final acceptance requirements of this Subcontract have been satisfied. For inquiries about the status of an invoice, call (510) 486-6954 or aphelp@lbl.gov.

California Tax Withholding

For services physically performed in California, the University must withhold and remit California Franchise Tax Board (FTB) taxes from payments made to non-residents, in accordance with the California Revenue and Taxation Code Section 18662, unless a valid exemption or waiver has been claimed and accepted by the FTB. The FTB explains this process in Publication 1017 (https://www.ftb.ca.gov/forms/misc/1017).

The required FTB documentation (e.g., Form CA 587 Nonresident Withholding Allocation Worksheet or Form CA 590 Withholding Exemption Certificate) was previously submitted and accepted by the University for the purpose of vendor setup. Based on the submitted documentation, and in accordance with FTB guidance, the University will determine the appropriate nonresident withholding requirements for payments made under this subcontract. If the subcontractor's California withholding status changes http://procurement.lbl.gov/supplier-forms/ mailto:APInvoice@lbl.gov https://www.ftb.ca.gov/forms/misc/1017

Subcontract No. TBD Page 4 during the performance period, the subcontractor must promptly provide updated documentation to the University by contacting the Accounts Payable department at APHelp@lbl.gov.

ARTICLE 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 than the Changes clause, and termination notices. Apart from the University Procurement Representative’s authority to issue unilateral changes, the parties may mutually agree to make changes in the work ordered, or modify any other term or condition of the subcontract, resulting in an amendment to the subcontract, but only by a written modification signed by the authorized representatives of both parties.

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

Requester Name test@test.com

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.

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ARTICLE 5 – 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 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 Items shall be shipped at the maximum declared value for the lowest applicable transportation rate or classification, and the bill of lading shall note it as such.

Shipping Cost Airway bills shall be marked with the appropriate “Government Package” entry. Shipping costs in excess of those per the shipping instructions specified in the subcontract shall be deducted from the Subcontractor’s invoice.

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.

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

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, mailto:SFOimport@aeronet.com

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Maritime Administration, at cargo. MARAD@dot.edu and the University’s Procurement Representative (identified in the Subcontract) within 30 days of shipment.

ARTICLE 6 – 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.

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 mailto:MARAD@dot.edu 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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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.

ARTICLE 7 – ELIGIBILITY CERTIFICATION

By acceptance of this Subcontract, the Subcontractor certifies that:

To the best of its knowledge and belief, it and its principals are not presently debarred, suspended, proposed for debarment, or declared ineligible by any agency of the federal government for the award of contracts (including subcontracts);

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To the extent it has had previous U.S. Government contracts or first-tier subcontracts subject to the Equal Opportunity clause (FAR 52.222-26) of the General Provisions, it has developed and has on file all written affirmative action programs and it has filed all prescribed compliance reports, as required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).

ARTICLE 8 – FIRST ARTICLE APPROVAL

The Subcontractor shall deliver to the University for testing the first prototype article of lines 1 & 2 within 4 weeks from the effective date of this Subcontract.

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

Within 2 weeks after receiving the first article, the University shall notify the Subcontractor, in writing, of the conditional approval, approval, or disapproval of the first article. The notice of conditional approval or approval shall not relieve the Subcontractor from complying with all requirements of the specifications and all other terms and conditions of this Subcontract. A notice of conditional approval shall state any further action required of the Subcontractor. A notice of disapproval shall cite reasons for the disapproval.

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

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

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

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

Subcontract No. TBD Page 9 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 – REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

By acceptance of this Subcontract, the Subcontractor certifies that:

It will not provide "covered telecommunications equipment or services" as defined in FAR 52.204-25 to the Government in the performance of this Subcontract, or any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception applies or the covered telecommunication equipment or services are covered by a waiver in accordance with the procedures set forth in FAR 52.204-25. Covered telecommunications equipment or services, critical technology, and substantial or essential component, have meanings provided in clause 52.204-25. Covered telecommunications equipment or services means (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

ARTICLE 11 – INCORPORATED DOCUMENTS

The following documents are hereby incorporated as a part of this Subcontract. The order of precedence for each document must be as specified in the Entire Agreement and Order of Precedence clause in the General Provisions. Any other documents not incorporated herein by specific reference are excluded from this Subcontract. The documents marked with an asterisk are available at http://procurement.lbl.gov/supplier-forms/.

• Statement of Work AL-1891-1844A – Dated 5/6/2026

• Instrumentation Mechanical Fabrication ACL – Dated 3/31/2026

• AFE Enclosure TIP AL-1880-6554A – Dated 3/31/2026

• Drawing: AL-1899-3881B, Dated 5/19/2026

• Drawing: AL-1899-3873A, Dated 4/22/2026

• Drawing: AL-1899-3880B, Dated 5/20/2026

ARTICLE 12 – GENERAL PROVISIONS

The following General Provisions are incorporated by reference into this Subcontract and are available at:

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

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

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General Provisions for Commercial Supplies & Services, dated 12/12/25

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

(END OF SCHEDULE OF ARTICLES)