Sample SubK_9-26-23.pdf

Subcontract No. XXXXXXX Page 1

SUBCONTRACT

NO. XXXXXXX

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

Subcontractor:

Attention:

Phone:

Fax:

E-Mail:

University Procurement Representative:

Name: Steve Fisher Phone: (510) 486-6067 Fax: (510) 486-4380 E-Mail: SFisher@lbl.gov

Introduction This is a fixed price subcontract (hereinafter "Subcontract") for lease of fire engines, as further described herein.

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

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

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

LBNL TEMPORARY VENDOR

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

Subcontract No. XXXXXXX Page 2

SCHEDULE OF ARTICLES

ARTICLE 1 – SCOPE OF LEASE SUBCONTRACT

A. Description

The Subcontractor shall furnish and deliver the following leased item(s) (hereinafter "Equipment"), in accordance with this Subcontract:

Item # Item Description Delivery Date Delivery Location

1 Type 1 Fire Engine X/X/XX One Cyclotron Road Berkeley, CA 94720

2 Type 5 Fire Engine X/X/XX One Cyclotron Road Berkeley, CA 94720

The Equipment is more fully described in the incorporated Statement of Services.

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, and installed at the location identified above.

The University acknowledges that title to the Equipment, will at all times be and remain solely and exclusively vested in Equipment Subcontractor. The University will have no right, title or interest in the Equipment, except the right to use as provided herein. The University will not at any time represent or hold itself out as having any power to sell, charge, lease or otherwise dispose of or encumber the Equipment.

The materials, supplies, equipment, tools, and other incidental items furnished or used by the Subcontractor shall meet nationally recognized safety standards or have been tested and found safe for use.

The above delivery schedule identifies the date(s) by which the specified item(s) shall be delivered to the shipping address indicated in the article below entitled Shipping Requirements.

B. 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, unless otherwise noted below. 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.

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1. Insurance Certificate and Endorsements (if required), compliant with the requirements in the insurance article.

2. A formal written Notice to Proceed letter must be issued by the University Procurement Representative to the Subcontractor before any work requiring insurance may commence.

ARTICLE 2 – LEASE TERM

The term of this Subcontract will commence as of the date of signature of this Subcontract by both parties.

The lease will be for 4 years and will start on XX/XX/XXXX and end on XX/XX/XXXX.

Either party may cancel this Subcontract at any time upon 30 days written notice and the University shall return the Lease Equipment in satisfactory condition, without further obligation. Any such cancellation shall not be considered a termination under the Termination clause of the General Provisions.

ARTICLE 3 -- PRICE AND PAYMENT

A. Firm Fixed Rates

The Subcontractor shall be compensated for lease of the Equipment at the following fixed unit rates:

Item # Item Description Monthly Payment # of Months Total Price 1 Type 1 Fire Engine $ 48 $

2 Type 5 Fire Engine $ 48 $

TOTAL SUBCONTRACT PRICE $

A. 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 the University shall not be charged for any 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; however, such tax is not included in the fixed prices/rates stated herein, and shall be separately identified in Subcontractor's invoices.

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

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

B. Invoices

1. The Subcontractor shall email invoice(s) directly to the LBNL Accounts Payable Office at

APInvoice@lbl.gov, upon receipt of subcontract award for approved advanced payments, 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.

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

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To avoid delays in processing and payment, Subcontractors should include only one attachment per email. Multiple invoices should be combined and attached as a single portable document format (PDF) or Microsoft Word or rich text format (RTF) file (up to 30 individual invoices per attachment) or emailed separately (one attachment per email).

Do not include icons/pictures in the email (logos, etc.) and ensure only one subcontract number is listed on the invoice.

2. If unable to submit an invoice by email, the Subcontractor may submit the invoice to the following address:

Lawrence Berkeley National Laboratory Accounts Payable Office, Subcontract No. XXXXXXX One Cyclotron Road, M/S 971-AP

3. Invoice(s) shall state: the Subcontract number; the Subcontractor (including business heading or logo); bill to address (same address as above); invoice date; unique invoice number; remittance address; sufficiently identify the items/services being invoiced; and identify any separately payable freight charges (with receipts if available) and taxes.

Invoice(s) in a spreadsheet format are not acceptable, but a spreadsheet can be used to support an invoice. The Subcontractor shall maintain records which support all invoiced amounts, and provide them to the University Procurement Representative upon request.

C. Payment Terms

All invoices except the final invoice shall be payable within 30 days of receipt; provided, however, that payments made thereafter shall not be subject to any penalty, interest, or late charges. Only those items/services identified in this Subcontract or a Subcontract Modification will be considered for payment. Payment amounts may be adjusted for any applicable credits, offsets, or withholds.

Full payment shall not be due until any final acceptance requirements of this Subcontract have been satisfied. For inquiries about the status of an invoice, call (510) 486-6954 or aphelp@lbl.gov.

ARTICLE 4 - RETURN OF EQUIPMENT

Upon the expiration or termination of the Lease Term, the Subcontractor, at its own expense, shall collect the Equipment at LBNL, at its own expense, shall return the Equipment, properly prepared and packed for shipping in the manner by which the Subcontractor originally delivered or caused delivery of the Equipment, to the Subcontractor's facility located at XXXXXX. The University shall ensure the Equipment is free of all encumbrances, and in good operating condition, subject to ordinary wear and tear from the University's use of Equipment in accordance with this Subcontract.

ARTICLE 5 - SUBCONTRACT ADMINISTRATION

A. Notices, Requests, and Modifications The Subcontractor shall submit all notices and requests for approval by email to the University mailto:aphelp@lbl.gov

Subcontract No. XXXXXXX Page 5

Procurement Representative indicated on the signature page or at the following mail address:

Attn: Steve Fisher One Cyclotron Road M/S 971-PROC

Only the University Procurement Representative is authorized to modify the terms, conditions, and requirements of this Subcontract, including any changes to the description of the work, and to issue any notices and approvals required by this Subcontract. Certain changes to this subcontract may be made only by the University Procurement Representative without subcontractor agreement or negotiation prior to the change. Such changes may include: changes of an administrative nature, directed changes pursuant to the clause incorporated herein entitled:

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

B. Requester

XXXX 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.

C. Closeout

The Subcontractor shall, as a condition of full payment, assist the University after the completion of the work in accomplishing the administrative closeout of this Subcontract, including, as necessary or required, the furnishing of documentation and reports, the disposition of property, the disclosure of any inventions, the execution of any required documents (including an Assignment and Release form if this form is an incorporated document), the performance of any audits, and the settlement of any interim or disallowed costs.

ARTICLE 6 - SHIPPING REQUIREMENTS

A. Shipping Terms

The shipping terms are FOB Destination, freight included/prepaid. All shipments shall be shipped via the Subcontractor's vehicles or a licensed common carrier selected by the Subcontractor, at the Subcontractor's expense.

B. Shipping Address

All shipments shall be shipped to the following address:

For the U.S. Department of Energy

Subcontract No. XXXXXXX Page 6

One Cyclotron Road, Building 69

C. Shipping Point

The shipping point is: ___________ .

ARTICLE 7 - LBNL SITE ACCESS REQUIREMENTS

A. All individuals assigned to work on this Subcontract 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 Requester or Procurement Representative.

B. Subcontractor acknowledges that foreign national (non-U.S. citizen) individuals assigned to work on Subcontract (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/j/ct/list/c14151.htm) 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.

C. The University is also required by DOE to document all foreign nationals working on this Subcontract 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 Subcontract (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 Subcontract of these requirements.

ARTICLE 8 - ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS

A. Definition. As used in this Article -- United States or its outlying areas means:

1. The fifty States;

2. The District of Columbia;

3. The commonwealths of Puerto Rico and the Northern Mariana Islands;

4. The territories of American Samoa, Guam, and the United States Virgin Islands; and https://www.state.gov/j/ct/list/c14151.htm mailto:FVA@lbl.gov mailto:FVA@lbl.gov

Subcontract No. XXXXXXX Page 7

5. The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

B. In accordance with FAR 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION), this clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

C. The Subcontractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this Subcontract, for Subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

D. The Subcontractor shall include the substance of this Article, including this paragraph, in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in FAR 2.101 on the date of lower-tier subcontract award and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

E. Enforcement of this FAR clause is currently enjoined by a federal court. Therefore, compliance with this clause is not currently required. However, should the federal injunction be lifted in the future, this clause will be applicable, and prompt compliance will be required.

ARTICLE 9 - INSURANCE

A. University Requirements

1. Types of Coverage The Subcontractor shall obtain, keep in force, and maintain insurance to cover its performance under this Subcontract 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 Subcontract. The stipulation of required coverage and limits of insurance shall not in any way limit the liability of the Subcontractor.

Commercial General Liability Insurance Minimum Limit

• Per Occurrence $ 1,000,000

• Products/Completed Operations Aggregate $ 2,000,000

• Personal and Advertising Injury $ 1,000,000

• General Aggregate $ 2,000,000

Business Automobile Liability Insurance Minimum Limit

• Per Occurrence $ 1,000,000 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.

Subcontract No. XXXXXXX Page 8

2. Insurance Certificate Requirements

a. Waiver of Subrogation Endorsement

The general, and auto 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.

b. Additional Insured Endorsement The general, and auto 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.

c. 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.

d. 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

e. 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.

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

g. 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

Subcontract No. XXXXXXX Page 9

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 Subcontract and provide for a retroactive date of placement prior to or coinciding with the effective date of this Subcontract.

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

3. 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.

4. 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.

B. Certificate Submission

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

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 or other documentation confirming the required insurance coverage, by submitting them to the University to the Procurement Representative and the Requester at the mailing address or emails listed below:

Attention: [Intended Recipient; see below] One Cyclotron Road, Mail Stop [see below]

Recipient Email Steve Fisher -- Procurement Representative

SFisher@lbl.gov

Name - XXXXX XXXXX@lbl.gov

Subcontract No. XXXXXXX Page 10

ARTICLE 10 - ENVIRONMENTALLY PREFERABLE PRODUCTS AND SERVICES

In the performance of this Subcontract, the Subcontractor shall 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 and the intended end use of the products or services. Information on environmentally preferable products and services is available at: https://www.epa.gov/contracts/greening-government-procurement.

The Subcontractor agrees to use 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 shall use every reasonable effort to use cardboard and paper-based packaging materials for shipments to the University.

ARTICLE 11 - E-VERIFY PROGRAM ENROLLMENT

Pursuant to the Employment Eligibility Verification clause of the General Provisions (FAR 52.222-54), the Subcontractor shall:

Enroll as a Federal contractor in the online E-Verify System at: https://e-verify.uscis.gov/enroll, and within 10 days of award of this Subcontract provide the University Procurement Representative with written verification of the open enrollment, such as a copy of the Subcontractor's ''Company Information'' page from the E-Verify System.

A. Include the clause in each lower-tier Subcontract for construction or services exceeding $3,500, as required by the clause (excluding those with self-employed individuals), and within 10 days of award thereof provide the University Procurement Representative with written verification of the subcontractor's open enrollment in the E-Verify System.

ARTICLE 12 - SYSTEM FOR AWARD MANAGEMENT (SAM)

By acceptance of this Subcontract, the Subcontractor certifies that it will be registered in the SAM database (http://www.sam.gov/) within 30 days of Subcontract award per Federal Acquisition Regulation (FAR) 52.204-7, System for Award Management, and acknowledges the requirement heretofore to maintain said registration in the database in accordance with FAR 52.204-13, System for Award Management Maintenance, during performance of this Agreement. The Subcontractor is responsible for the accuracy and completeness of its data within the SAM database in accordance with the stated requirements. In any event, failure to complete the registration within the required timeframe or to maintain such registration throughout Subcontract performance is considered a breach of Subcontract.

ARTICLE 13 - ELIGIBILITY CERTIFICATION

By acceptance of this Subcontract, the Subcontractor certifies that:

A. 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);

https://www.epa.gov/contracts/greening-government-procurement https://e-verify.uscis.gov/enroll http://www.sam.gov/

Subcontract No. XXXXXXX Page 11

B. 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 14 -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/.

• Lawrence Berkeley National Laboratory (LBNL) Type 1 Fire Engine Statement of Services, dated 9/27/23.

• Lawrence Berkeley National Laboratory (LBNL) Type 5 Wildland Engine Statement of Services, dated 9/27/23.

• Insurance Certificate Instructions, dated 5/28/21*

ARTICLE 15 - 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/.

A. General Provisions for Equipment Lease Subcontracts, dated 12/22/22

B. The FAR and DEAR clauses listed in the Clauses Incorporated by Reference clause of the General Provisions shall be applicable to this Subcontract based on the value of the Subcontract, the status of the Subcontractor, and the nature and location of the work, as indicated in the General Provisions. However, the following clause is hereby substituted for clause FAR 52.225- 1, BUY AMERICAN ACT – SUPPLIES (NOV 2021) MODIFIED BY DEAR 970.2570-1, in the referenced General Provisions:

a. FAR 52.225-1, BUY AMERICAN ACT – SUPPLIES (OCT 2022) MODIFIED BY

DEAR 970.2570-1

C. The following clause is hereby added to the Clauses Incorporated by Reference clause of the

General Provisions:

DEAR 952.208-7 TAGGING OF LEASED VEHICLES (APR 1984)

(END OF SCHEDULE OF ARTICLES)

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