hpc.llnl.gov€¦ · web viewthis sample subcontract allows potential cts-2 offerors to review /...

SAMPLE

NOTE: This sample subcontract allows potential CTS-2 offerors to review / consider: (i) CTS-2 acquisition terms / conditions; and (ii) a potential CTS-2 subcontract framework / structure that addresses certain Tri-Lab’ key points such as allowing the Tri-Labs the possibility for multiple architecture decision points after the date of initial subcontract award, distinguishing between the initial baseline award and options, potential price adjustment for option systems, the possibility that one or more systems may be acquired with lease-to-ownership funding as opposed to direct funding, as well as other key points. Below this sample subcontract includes ‘NOTE’ instructional text highlighted in blue to inform potential CTS-2 offerors of the Tri-Labs’ intent for certain key points of consideration.

SUBCONTRACT

NO. B640169

Lawrence Livermore National LaboratorySupply Chain Management DepartmentP.O. Box 5012Livermore, CA 94551

Subcontractor:

TBD

LLNS Contract Analyst:

Sherill KazadzisPhone: (925) 424-3571E-Mail: [email protected]

IntroductionThis is a Fixed Price Subcontract for the delivery of Commodity Technology Systems-2 (CTS-2) Scalable Units (SU) at Tri-Laboratory sites, installation and integration of those SUs into fully functional clusters / systems, training, and hardware and software maintenance service, as further described herein, as further described herein.

The parties to this Subcontract are Lawrence Livermore National Security, LLC (hereinafter called "LLNS") and the party identified above as the "Subcontractor".

This is a Subcontract under Prime Contract No. DE-AC52-07NA27344 between LLNS and the United States Government (hereinafter called "Government"), represented by the Department of Energy National Nuclear Security Administration (hereinafter called "DOE/NNSA"), for the management and operation of the Lawrence Livermore National Laboratory (hereinafter called "LLNL") and the performance of certain research and development work. Pursuant to the DOE’s policy objectives and Small Business Administration reporting requirements, the existence of this Subcontract and certain related information including the general description of the items/services purchased, value, and place of performance and the Subcontractor’s name, address and socio-economic attributes will be disclosed to the Small Business Administration and published on www.data.gov .

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

Signature Page of 34 (DM-711; 01/10/20)

http://www.data.gov/

mailto:[email protected]

SAMPLE

TBD LAWRENCE LIVERMORENATIONAL SECURITY, LLC

BY: BY:Sherill Kazadzis

TITLE: TITLE: Contract AnalystLLNL Supply Chain Management Dept.

DATE: DATE:

Signature Page of 34 (DM-711; 01/10/20)

SAMPLE

SCHEDULE OF ARTICLESFOR

SUBCONTRACT B640169

NOTE: Prior to initial subcontract award, LLNS and the successful offeror will negotiate one or more SOWs and one or more configuration lists based on the successful offeror’s proposal and Tri-Lab’ requirements / interests. The resulting final negotiated SOW(s) and configuration list(s) will be incorporated by reference in final subcontract Article 1.

Article 1 below indicates the possibility, at the time of initial subcontract award, to include multiple SOWs (i.e., Plan A, Plan B) and multiple configuration lists (i.e., Plan A, Plan B), where: (i) an SOW is a Word file that describes general technical requirements and other information such as individual milestone scope description; (ii) a configuration list is an excel spreadsheet that includes tabs (one tab per system) to specifically identify each system configuration (i.e., component description / type and quantity); and (iii) an SOW coupled with its companion configuration list consistitute subcontract technical requirements. Initial subcontract award may include multiple SOWs and configuration lists if LLNS desires a ‘techinical architecture decision point’ approach, which will allow the Tri-Labs to first evaluate multiple architecures / configurations before selecting the final architecture / configuration for acquisition. LLNS has taken this approach under preceding acquisitions when certain technology-of-interest (i.e., interconnect, processor, etc) is not Generally Available (GA) at the time of initial subcontract award, but is expected to become GA approximately 3 to 9 months later. After evaluating the not-GA technology-of-interest via prototype(s) assessment, LLNS would issue a subcontract modification to acquire either the Plan A architecture / configuration or the Plan B architecture / configuration.

ARTICLE 1 - INCORPORATED DOCUMENTS

The following documents are hereby incorporated as a part of this Schedule of Articles of the Subcontract and are referenced, or attached hereto.

DocumentsGENERAL PROVISIONS FOR COMMERCIAL SUPPLIES & SERVICES (GPS #600B; 01/10/2020) *CTS-2 STATEMENT OF WORK PLAN A (TBD)CTS-2 STATEMENT OF WORK PLAN B (TBD)APPENDIX 1 PLAN A – CONFIGURATION LIST (TBD)APPENDIX 1 PLAN B – CONFIGURATION LIST (TBD)ACCESS TO LLNL COMPUTER RESOURCES PROVISIONS (ACCESS TO LLNL COMPUTERS; 09/28/18) *SECURITY AND SITE ACCESS PROVISIONS (S&SAP; 01/10/2020) *INJURY AND ILLNESS REPORTING PROVISIONS (INJURY & ILLNESS REPORTING; 05/31/19) *SNL SPECIFIC SAFETY AND SECURITY REQUIREMENTS (05/11/20)LANL EXHIBIT F – ES&H REQUIREMENTS FOR HIGH OR MODERATE CONSEQUENCE WORK (AUG

2019, REV 3)LANL EXHIBIT G – PHYSICAL SECURITY LONG FORM (04/02/19, REV 7)LANL EXHIBIT H – QUALITY ASSURANCE REQUIREMENTS (01-14-20)

* The documents marked with an asterisk, as well as links to Federal and State Tax Forms websites, are available on-line at the following website: https://supplychain.llnl.gov/ (under Supplier Information, select either General Provisions & Forms, or Special Provisions).

The parties shall resolve any inconsistencies in the documents comprising the Subcontract by giving precedence in the following order: (a) the Subcontract document; (b) the General Provisions; (c) any incorporated documents and attachments related to safety and security; (d) any referenced specification or statement of work; and (e) other referenced documents, exhibits, and attachments.

Schedule of ArticlesSubcontract No. B640169 of 34 (DM-711; 01/10/20)

SAMPLE

In the event any attachments, specifications, drawings or other documents referenced or incorporated in this Subcontract reference Contract Administrator, all such references shall mean Contract Analyst.

ARTICLE 2 - SCOPE OF WORK

A. The Subcontractor shall deliver CTS-2 SUs at the Los Alamos National Laboratory (hereinafter called “LANL”), at the Sandia National Laboratories (hereinafter called “SNL”), and at the LLNL. The Subcontractor shall install and integrate those SUs into fully functional clusters / systems, provide related training, and provide hardware and software maintenance service (maintenance service). The work is more specifically described in the Statements of Work and Appendix 1 configuration list(s). The terms ‘cluster’, ‘system’, and ‘Ordered Item’ as used in this Subcontract: (i) have the same meaning; and (ii) represent one or more SUs that are integrated / connected to form a single Ordered Item.

.B. The 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 Government Property specified herein to be furnished by LLNS. The Subcontractor shall deliver the materials, products, supplies, reports and residuals, as specified.

C. The work shall be performed by the Subcontractor at the Subcontractor's facility located at TBD, at LANL, at SNL, at LLNL, and at other locations approved by the LLNS Contract Analyst. LANL, SNL, and LLNL are collectively referred to as ‘Tri-Laboratories’, ‘Tri-Labs’, or ‘Tri-Laboratory’ within this Subcontract.

D. LLNS may, at its option, by written unilateral modification to this Subcontract, require additional Ordered Items and/or services as specified in ARTICLE 5 – FIXED PRICE OPTIONS. Option exercise shall be at the sole discretion of LLNS. Such modification shall be subject to all provisions of this Subcontract. LLNS intends to exercise its options in phases; however, LLNS may exercise its options individually / from time-to-time based on funding availability and any other considerations.

E. LLNS and the Subcontractor recognize that the Appendix 1 configuration list(s) are incorporated within this Subcontract for the express purpose of identifying quantities and types of components / service to be provided for each cluster / system. LLNS and the Subcontractor agree that any price related information identified or referenced in the Appendix 1 configuration list(s) is expressly excluded from this Subcontract.

F. Tri-Laboratory personnel may participate in or perform installation and integration of SUs at Tri-Laboratory sites. The Subcontractor shall ensure that all warranties, regardless of whether they originate from the Subcontractor or its lower-tier subcontractors: (i) apply to LLNS / and each of the Tri-Laboratories as applicable; (ii) are effective as of completion of installation and integration work; and (iii) remain in effect (i.e., are not voided) even in the case where Tri-Laboratory personnel participate in or perform installation and integration work.

.


SAMPLE

ARTICLE 3 - PERIOD OF PERFORMANCE

A. Baseline Award

The work described in ARTICLE 2 - SCOPE OF WORK shall be completed in accordance with the Baseline Milestone Payment Schedule in ARTICLE 4 – FIXED PRICE.

B. Options

The period of performance shall automatically be extended by the exercising of any or all options, as described in ARTICLE 5 – FIXED PRICE OPTIONS.

C. Maintenance Service

Maintenance service is described in the SOW(s). For national security reasons, as part of maintenance service, the Subcontractor agrees that the Tri-Laboratories will not return failed parts that have built-in memory and contain user data. However, at the Tri-Laboratories sole discretion, the Tri-Laboratories may decide to return failed parts that have built-in memory and contain user data if the Subcontractor first provides a statement of volatility (for each system ordered) considered reasonably acceptable by the Tri-Laboratories. The maintenance service period for systems acquired under this Subcontract will: (i) commence upon the date of LLNS’ system acceptance and expire three-years thereafter; and (ii) extend beyond three-years in the event that LLNS exercises any option(s) for maintenance service as provided in ARTICLE 5 – FIXED PRICE OPTIONS.

D. Expiration Date

The expiration date of this Subcontract shall be the date all maintenance services expire for the last / final system delivered to the Tri-Laboratories under this Subcontract.

NOTE: Article 4 / Paragraph B is the Baseline Milestone Payment Schedule. Article 4 is currently structured to indicate a ‘technical architeture decision point’ approach, where there is an initial evaluation period, no systems are formally ‘on order’, and all systems are identified as options under Article 5.

ARTICLE 4 - FIXED PRICE

A. Fixed Price

The total fixed price of this Subcontract is $TBD.

Items acquired under this Subcontract are for resale to the U.S. Government and are exempt from state sales and use tax per California State Resale Permit No. SR-CH 100-978248. Training service and maintenance service performed under this Subcontract at LANL and SNL (NM) are subject to New Mexico Gross Receipts Tax (NMGRT), which applies to milestone payment amounts that include ‘New Mexico’ or ‘NM’ in the milestone title. LLNS will issue Non-Taxable Transaction Certificates to the Subcontractor.


SAMPLE

B. Baseline Milestone Payment Schedule

The Baseline Milestone Payment Schedule of this Subcontract follows.

System No.

Milestone No. Milestone Description Due Date Payment

Amount

N/A 1 Detailed Project Plan 7 Days After Subcontract Award

$TBD

N/A 2 Site Preparation Plan 30 Days After Subcontract Award

$TBD

NA 3 SU Integration Plan TBD $TBD

N/A 4 Tri-Laboratory Operating System Stack (TOSS) Multi-node Checkout TBD $TBD

N/A 5 CTS-2 SU Architecture Decision Point TBD $TBDN/A 6 Tri-Laboratory TOSS Final Checkout TBD $TBD

TOTAL FIXED PRICE: $TBD

NOTE: Article 5 identifies options (i.e. not systems / service formally on order). As mentioned in a preceding NOTE, Article 5 is structured to allow LLNS a potential ‘techinical architecture decision point’ approach. In the following hypothetical structure, LLNS may select either Plan A or Plan B after initial subcontract award. The tables in Article 5 provide a notional structure for optional systems and corresponding maintenance. The actual quantity of optional systems, their respective size and laboratory sites, and corresponding maintenance will be subject to negotiation between LLNS and the successful offeror prior to initial subcontract award. A system may consist of one one more SUs. LLNS anticipates that: (i) Plan A systems will be substantiatlly similer in terms of archtiecture / configuration; however, each Plan A system may be unique in terms of component quantity (i.e., one system may have more memory than another system, etc); and (ii) Plan B systems will be substantiatlly similer in terms of archtiecture / configuration; however, each Plan B system may be unique in terms of component quantity (i.e., one system may have more memory than another system, etc).

ARTICLE 5 - FIXED PRICE OPTIONS

A. LLNS and the Subcontractor agree to fixed price options in this Subcontract for the delivery, installation, and integration of SUs into clusters / systems and related service. At its sole discretion, LLNS may: (i) exercise either Option Plan A or Option Plan B; and (ii) exercise any or all option numbers described below for the selected option plan. Option numbers with ‘Y4’ and ‘Y5’ denote annual maintenance service options, which provide LLNS the unilateral right to extend annual maintenance service for clusters / systems beyond the initial three-year period.

B. LLNS and the Subcontractor recognize that both Option Plan A and Option Plan B are of interest to the Tri-Laboratories. The Subcontractor shall closely monitor manufacturer progress on key technologies. The Subcontractor shall report manufacturer progress to the Tri-Laboratories via weekly teleconferences and informal reports.

C. Option Plan A

1. For Option Plan A, the Subcontractor shall provide clusters / systems and related service in accordance with CTS-2 SOW Plan A and its companion Appendix 1 Plan A – Configuration List. The milestone payment schedule for Option Plan A follows. Payment for three-years of maintenance service is included in the third milestone of each equipment option (i.e., Delivery, Integration, and Acceptance milestones).


SAMPLE

Option No.

(System No.)

Milestone No. Option Milestone Description Due Date Payment

Amount

1A7 TOSS Testbed Parts Acquisition TBD $TBD8 TOSS Testbed Build TBD $TBD9 TOSS Testbed Delivery, Integration, and

AcceptanceTBD

$TBD1A-Y4 9.1 Maintenance Service Year 4 – System 1A TBD $TBD1A-Y5 9.2 Maintenance Service Year 5 – System 1A TBD $TBD

2A

10 Phase 1 LANL SU Parts Acquisition TBD $TBD11 Phase 1 LANL SU Rack Build TBD $TBD

12 Phase 1 LANL SU Delivery, Integration, and Acceptance

TBD $TBD

13 NM Training Service TBD $TBD

13.1 NM Maintenance Service Years 1, 2, & 3 – System 2A

TBD $TBD

2A-Y4 14 NM Maintenance Service Year 4 – System 2A TBD $TBD2A-Y5 15 NM Maintenance Service Year 5 – System 2A TBD $TBD

3A

16 Phase 1 SNL SU Parts Acquisition TBD $TBD17 Phase 1 SNL SU Rack Build TBD $TBD

18 Phase 1 SNL SU Delivery, Integration, and Acceptance

TBD $TBD



TBD $TBD


4A

22 Phase 1 LLNL SU Parts Acquisition TBD $TBD23 Phase 1 LLNL SU Rack Build TBD $TBD

24 Phase 1 LLNL SU Delivery, Integration, and Acceptance

TBD $TBD

4A-Y4 25 Maintenance Service Year 4 – System 4A TBD $TBD4A-Y5 26 Maintenance Service Year 5 – System 4A TBD $TBD

5A



TBD $TBD



TBD $TBD


6A



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

7A



TBD $TBD


8A



TBD $TBD



TBD $TBD


9A



TBD $TBD



TBD $TBD


10A



TBD $TBD


11A



TBD $TBD



TBD $TBD


12A



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

13A



TBD $TBD


14A



TBD $TBD



TBD $TBD


15A



TBD $TBD



TBD $TBD


16A



TBD $TBD


17A



TBD $TBD



TBD $TBD


18A



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

19A



TBD $TBD


20A



TBD $TBD



TBD $TBD


21A



TBD $TBD



TBD $TBD


22A



TBD $TBD



23A


TBD $TBD



TBD $TBD


24A



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

25A



TBD $TBD


26A



TBD $TBD



TBD $TBD


27A



TBD $TBD



TBD $TBD


28A



TBD $TBD


OPTION PLAN A TOTAL: $TBD

2. The total fixed price of this Subcontract with all Option Plan A options is $TBD.

(the remainder of this page is left intentionally blank)


SAMPLE

3. LLNS may unilaterally exercise Option Plan A equipment options on or before the following dates.

Option No. Option Expiration Date1A TBD2A TBD3A TBD4A TBD5A TBD6A TBD7A TBD8A TBD9A TBD10A TBD11A TBD12A TBD13A TBD14A TBD15A TBD16A TBD17A TBD18A TBD19A TBD20A TBD21A TBD22A TBD23A TBD24A TBD25A TBD26A TBD27A TBD28A TBD

4. LLNS may unilaterally exercise Option Plan A annual maintenance service options any time prior to expiration of the preceding maintenance service period for a particular / corresponding system. LLNS will not exercise a ‘Y5’ option if LLNS did not first exercise the preceding ‘Y4’ option for a corresponding system.

5. LLNS and the Subcontractor recognize that milestone due dates (identified in the milestone payment schedule for Option Plan A above) assume LLNS will exercise an option at least 30 days in advance of its initial / first milestone due date. In the event that does not occur and LLNS exercises an option at a later date, then LLNS shall have the unilateral right to revise corresponding option milestone due dates as follows: (i) the initial / first milestone shall be due 30 days after the date of option execution; (ii) the second milestone shall be due 60 days after the date of option execution; and (iii) the third and, if applicable, fourth milestones shall be due 90 days after the date of option execution.

D. Option Plan B

1. For Option Plan B, the Subcontractor shall provide clusters / systems and related service in accordance with CTS-2 SOW Plan B and its companion Appendix 1 Plan B – Configuration List. The milestone payment schedule for Option Plan B follows. Payment


SAMPLE

for three-years of maintenance service is included in the third milestone of each equipment option (i.e., Delivery, Integration, and Acceptance milestones).

Option No.

(System No.)


Amount

1B7 TOSS Testbed Parts Acquisition TBD $TBD8 TOSS Testbed Build TBD $TBD9 TOSS Testbed Delivery, Integration, and

AcceptanceTBD

$TBD1B-Y4 9.1 Maintenance Service Year 4 – System 1B TBD $TBD1B-Y5 9.2 Maintenance Service Year 5 – System 1B TBD $TBD

2B



TBD $TBD


13.1 NM Maintenance Service Years 1, 2, & 3 – System 2B

TBD $TBD

2B-Y4 14 NM Maintenance Service Year 4 – System 2B TBD $TBD2B-Y5 15 NM Maintenance Service Year 5 – System 2B TBD $TBD

3B



TBD $TBD



TBD $TBD


4B



TBD $TBD

4B-Y4 25 Maintenance Service Year 4 – System 4B TBD $TBD4B-Y5 26 Maintenance Service Year 5 – System 4B TBD $TBD

5B



TBD $TBD



TBD $TBD


6B



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

7B



TBD $TBD


8B



TBD $TBD



TBD $TBD


9B



TBD $TBD



TBD $TBD


10B



TBD $TBD


11B



TBD $TBD



TBD $TBD


12B



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

13B



TBD $TBD


14B



TBD $TBD



TBD $TBD


15B



TBD $TBD



TBD $TBD


16B



TBD $TBD


17B



TBD $TBD



TBD $TBD


18B



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

19B



TBD $TBD


20B



TBD $TBD



TBD $TBD


21B



TBD $TBD



TBD $TBD


22B



TBD $TBD


23B



TBD $TBD



TBD $TBD


24B



TBD $TBD



TBD $TBD



SAMPLE

Option No.

(System No.)


Amount

25B



TBD $TBD


26B



TBD $TBD



TBD $TBD


27B



TBD $TBD



TBD $TBD


28B



TBD $TBD


OPTION PLAN B TOTAL: $TBD

2. The total fixed price of this Subcontract with all Option Plan B options is $TBD.



SAMPLE

3. LLNS may unilaterally exercise Option Plan B equipment options on or before the following dates.

Option No. Option Expiration Date1B TBD2B TBD3B TBD4B TBD5B TBD6B TBD7B TBD8B TBD9B TBD10B TBD11B TBD12B TBD13B TBD14B TBD15B TBD16B TBD17B TBD18B TBD19B TBD20B TBD21B TBD22B TBD23B TBD24B TBD25B TBD26B TBD27B TBD28B TBD

4. LLNS may unilaterally exercise Option Plan B annual maintenance service options any time prior to expiration of the preceding maintenance service period for a particular / corresponding system. LLNS will not exercise a ‘Y5’ option if LLNS did not first exercise the preceding ‘Y4’ option for a corresponding system.

5. LLNS and the Subcontractor recognize that milestone due dates (identified in the milestone payment schedule for Option Plan B above) assume LLNS will exercise an option at least 30 days in advance of its initial / first milestone due date. In the event that does not occur and LLNS exercises an option at a later date, then LLNS shall have the unilateral right to revise corresponding option milestone due dates as follows: (i) the initial / first milestone shall be due 30 days after the date of option execution; (ii) the second milestone shall be due 60 days after the date of option execution; and (iii) the third and, if applicable, fourth milestones shall be due 90 days after the date of option execution.


SAMPLE

E. BMS Options

1. Blackhole Maintenance Service (BMS) is defined as maintenance service plus, for national security reasons, the Tri-Labs will not return any / all failed parts from a BMS designated system(s) to the Subcontractor. LLNS anticipates: (i) the Tri-Labs may require BMS for a limited / small number of systems; and (ii) BMS will not be required for systems larger than 12 SUs.

2. LLNS and the Subcontractor agree to fixed price options in this Subcontract to upgrade maintenance service to BMS (BMS Options) for a system’s initial three service year period, and for a system’s optional maintenance service years ‘Y4’ and ‘Y5’. The upgrade to BMS will take effect by way of LLNS’ written unilateral modification to this Subcontract. The BMS upgrade price increase is based on the number of SUs (i.e. system size) in a system and the corresponding BMS upgrade price increase amount identified in the below BMS Options Price Increase Table. When exercising an option to upgrade to BMS, the LLNS Contract Analyst will add the appropriate BMS upgrade price increase amount to: (i) an LLNL system’s existing ‘Delivery, Integration, and Acceptance’ milestone payment amount’ or ‘Maintenance Service Year 4 – System TBD’ milestone payment amount or ‘Maintenance Service Year 5 – System TBD’ milestone payment amount; or (ii) an SNL or LANL NM system’s existing ‘NM Maintenance Service Years 1, 2, & 3 – System TBD’ milestone payment amount or ‘NM Maintenance Service Year 4 – System TBD’ milestone payment amount or ‘NM Maintenance Service Year 5 – System TBD’ milestone payment amount. The LLNS Contract Analyst will also add the designation ‘BMS’ to the system’s corresponding milestone numbers, which will allow the parties to recognize and track systems subject to BMS.

BMS Options Price Increase TableOption No. System Size Milestone Description BMS Upgrade

Price Increase Amount

BMS-1SU 1SU Maintenance Service Years 1, 2, & 3 – System TBD $TBDBMS-1SU-Y4 1SU Maintenance Service Year 4 – System TBD $TBDBMS-1SU-Y5 1SU Maintenance Service Year 5 – System TBD $TBD








SAMPLE

Option No. System Size Milestone Description BMS UpgradePrice Increase

AmountBMS-8SU 8SU Maintenance Service Years 1, 2, & 3 – System TBD $TBD

BMS-8SU-Y4 8SU Maintenance Service Year 4 – System TBD $TBDBMS-8SU-Y5 8SU Maintenance Service Year 5 – System TBD $TBD


BMS-10SU 10SU Maintenance Service Years 1, 2, & 3 – System TBD $TBDBMS-10SU-

Y410SU Maintenance Service Year 4 – System TBD $TBD

BMS-10SU-Y5

10SU Maintenance Service Year 5 – System TBD $TBD



BMS-11SU-Y5




BMS-12SU-Y5


3. LLNS may unilaterally exercise BMS Options subject to the following limitations.

(a) with respect to upgrading a system’s ‘Delivery, Integration, and Acceptance’ milestone to BMS, LLNS must exercise its BMS option not later than 30 days after the date of LLNS’ system acceptance.

(b) with respect to upgrading a system’s ‘Maintenance Service Year 4 – System TBD’ milestone to BMS, LLNS must: (i) first exercise its BMS option for the system’s initial 3 year period; and (ii) exercise its BMS Y4 option not later than 30 days after preceding service period expires.

(c) with respect to upgrading a system’s ‘Maintenance Service Year 5 – System TBD’ milestone to BMS, LLNS must: (i) first exercise its BMS option for the system’s initial 3 year period; (ii) exercise its BMS Y4 option; and (iii) exercise its BMS Y5 option not later than 30 days after preceding service period expires.

(d) LLNS may exercise BMS Options more than one time, and for each system included in this Subcontract.

NOTE: Article 6 identifies terms / a mechanism to adjust optional system prices / milestone payment amounts based on, in part, future marketplace prices for specific key components (SKCs). For example, memory component prices may fluctuate significantly over time. LLNS recognizes an offeror may consider substantially inflating its proposal price(s) in order to hedge its risk for escalating memory prices over time and the corresponding effect on its cost to build / deliver optional systems. To alleviate the offeror’s risk / concern and thereby encourage the offeror to propose more reasonable system prices, LLNS will consider future price adjustment for optional systems / milestone payment amounts. An offeror’s proposal should identify SKCs it proposes as a basis for price adjustment, the initial bid / unit price for each SKC, the number of


SAMPLE

months / years after the date of initial subcontract award that Offeror proposes for price adjustment consideration to begin, and its proposed interval for price adjustment consideration requests. LLNS desires limiting the number of SKCs. Fewer is better. Offeror may consider SKCs such as DDR memory, HBM memory, hard disks, and NVMe / SSD drives.

ARTICLE 6 – PRICE ADJUSTMENT

A. Due to component price volatility and uncertainty in the marketplace, LLNS and the Subcontractor agree to consider potential future price adjustment(s) to equipment options and their corresponding milestone payment amounts. Price adjustment terms follow.

B. The Subcontractor shall offer components to LLNS at fair and reasonable market prices.

C. Price adjustment(s), if any, will be based on: (i) Specific Key Components (SKCs) identified in Paragraph F. below; (ii) the quantity of SKCs in each equipment option configuration identified in APPENDIX 1 PLAN A – CONFIGURATION LIST or APPENDIX 1 PLAN B – CONFIGUATION LIST; (iii) consideration of future then-current fair and reasonable SKC marketplace prices at quantities commensurate with CTS-2; and (iv) mutual agreement between the parties.

D. Price adjustment applies solely to: (i) SKCs identified in Paragraph F. below; and (ii) equipment options identified in ARTICLE 5 – FIXED PRICE OPTIONS.

E. Price adjustment does not apply to: (i) components that are not identified as SKCs in Paragraph F. below; (ii) annual maintenance service options identified in ARTICLE 5 – FIXED PRICE OPTIONS; and (iii) equipment / service milestones identified in ARTICLE 4 – FIXED PRICE.

F. Equipment options and their corresponding milestone payment amounts are based, in part, on the SKCs and unit prices identified in the following table.

Specific Key Components Unit Price

TBD (insert SKC description / type) $TBD




G. Equipment options shall become eligible for consideration of potential future price adjustment TBD (number of months or years) after the date of Subcontract award. Price adjustment(s): (i) may involve either an increase or a decrease to equipment options and their corresponding milestone payment amounts; and (ii) will be effective by written bilateral modification to this Subcontract.

H. TBD (number of months or years) after the date of Subcontract award, either party may initiate a request for price adjustment consideration by submitting a written request to the other party. A written request will: (i) include a table similar to the one in Paragraph F. above, (ii) identify the suggested SKC unit price change(s); (iii) describe the corresponding rationale / basis; and (iv)


SAMPLE

include any other relevant supporting information, such as documentation supporting recent prices paid by the requesting party to suppliers for SKCs in quality and quantities commensurate with CTS-2. The party that submits the request may not submit another price adjustment consideration request for at least TBD (number of months).

I. The parties will act in good faith to consider the requesting parties’ position, and if the suggested SKC unit price change(s) represent fair and reasonable market prices for quantities commensurate with CTS-2.

1. If the parties mutually agree, price adjustment for each equipment option will be calculated by: (i) multiplying the future agreed upon SKC unit price(s) by the quantity of applicable SKC in each equipment option configuration identified in APPENDIX 1 PLAN A – CONFIGURATION LIST or APPENDIX 1 PLAN B – CONFIGUATION LIST; and (ii) adjusting each equipment option and corresponding milestone payment amounts by the resulting SKC price difference. Subject to potential DOE review and consent determination, LLNS will then issue a bilateral modification to this Subcontract to adjust equipment option and corresponding milestone payment amounts.

2. If the parties do not mutually agree and the requesting party is the Subcontractor, no further action will be taken.

3. If the parties do not mutually agree and the requesting party is LLNS, the parties will pursue the following. If LLNS obtains information (i.e., LLNS’ SKC pricing) indicating the Subcontractor’s SKC pricing may not represent fair and reasonable SKC market prices, LLNS will share this information with the Subcontractor and allow the Subcontractor five business days to match / agree to LLNS’ SKC pricing. If the Subcontractor declines to match LLNS’ SKC pricing, LLNS may elect, by written notice to the Subcontractor, to purchase one or more SKCs and furnish the SKCs to the Subcontractor as Government property to be incorporated within Ordered Items. LLNS and the Subcontractor recognize SKCs furnished by LLNS for incorporation within Ordered Items must meet reasonable quality standards and performance characteristics. LLNS and the Subcontractor will first discuss and mutually agree to any SKCs to be furnished by LLNS prior to shipment to the Subcontractor. If SKCs are acquired by LLNS and furnished to the Subcontractor, then LLNS will, subject to potential DOE review and consent determination, issue a bilateral modification to this Subcontract to: (i) modify ARTICLE 16 – PROPERTY to identify corresponding SKCs as LLNS Furnished Government Property; and (ii) adjust / decrease applicable equipment options and milestone payment amounts by the difference between SKC price(s) upon which existing equipment options are based and SKC prices actually paid by LLNS to a third party supplier(s).

4. The parties will attempt to reach an understanding-in-principle within 30 days of written price adjustment request receipt. However, the parties recognize that any resulting price adjustment modification(s) may be subject to potential DOE review and consent determination, and that the entire price adjustment modification process may take 45 days or more commencing the date of a price adjustment consideration request.


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ARTICLE 7 - INVOICES AND PAYMENT

A. Invoices and Milestone Payments

The Subcontractor shall reference the Subcontract number on all invoices, which shall include a detailed statement of the milestone(s) achieved and the milestone completion date. The Subcontractor shall submit its invoice electronically by E-Mail, upon completion of the milestone(s), to the LLNS Contract Analyst at: [email protected] (pdf or tif attachment preferred). In the event the LLNS Contract Analyst is away (as may be indicated in an automated E-Mail reply) at the time of invoice submission, the Subcontractor shall submit a copy of its invoice to the alternate LLNS Contract Analyst Gary Ward at: [email protected]

Payment status inquiries should be directed to the LLNL Accounts Payable PO Payment Inquiry website at: https://vipir.llnl.gov/vipir

Invoice questions should be directed to the LLNS Contract Analyst.

LLNS will verify completion of each milestone. Except as otherwise provided in ARTICLE 23 – LEASE-TO-OWNERSHIP, title to deliverable items or deliverable portions thereof shall vest in the Government immediately upon the date of the milestone completion.

B. Payment Terms

The terms of payment shall be Net 30 after receipt of a proper invoice. Payment amounts shall be less any applicable adjustments, credits, offsets, or tax withholds. Payment on an invoice shall not constitute final acceptance of the related performance.

C. Federal and State Reporting and Withholding Requirements

LLNS is required to report income and withhold income tax, as may be applicable, on payments for services (e.g., labor, travel, etc.) performed for LLNS. LLNS must, therefore, request certain certifications, exemption / classification status, and other tax related information via tax forms. Depending on your exemption status, income tax withholding may apply.

LLNS requires both a Federal (W-9 or W-8BEN-E) and California State (587 or 590) tax form to be on file prior to issuing the initial invoice under this Subcontract. (NOTE: California Form 587, if applicable, is required for each and every Subcontract.) Links to the Federal and State Tax Forms websites are available on-line at the following website: https://supplychain.llnl.gov/ (under Supplier Information, General Provisions & Forms). Tax forms shall be sent to LLNS Accounts Payable Tax Group, by E-Mail at: [email protected]; by mail to: P.O. Box 5001, L-435, Livermore, CA 94551; or by Fax to: (925) 422-0310. Please reference B640169 on all correspondence.

For Subcontractors requesting a waiver (California Form 588) or reduced withholding rate (California Form 589) on payments of California source income, submit form directly to the Franchise Tax Board (FTB). Send a copy of the waiver or reduced rate authorization letter received from the FTB to the LLNS Accounts Payable Tax Group, by E-Mail at: AP-


https://vipir.llnl.gov/vipir



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[email protected]; by mail to: P.O. Box 5001, L-435, Livermore, CA 94551; or by Fax to: (925) 422-0310.

Tax form questions should be directed to the Financial Services Help Desk at (925) 424-4444. Failure to submit required tax forms in a timely manner will result in significant delays in payment of invoices and/or amounts withheld unnecessarily.

D. Location of Services

All non-Corporations shall specify the location of services (e.g., labor, travel, etc.) by state on each invoice including the invoiced amounts for each (include hours and dollars). If work will only be performed in one state, indicate accordingly. In addition, any Corporations that do not have an office in California or are not registered to do business in California shall also list the location of services on each invoice as previously described. Only Corporations with an office residing in California or are registered to do business in California need not specify the location of services.

ARTICLE 8 - SHIPPING AND DELIVERY SITE ACCESS INSTRUCTIONS

A. Shipping addresses for this Subcontract follow.

1. Shipments to LLNL

Lawrence Livermore National LaboratoryFor the U.S. Department of Energy/NNSASubcontract No. B6401697000 East AvenueLivermore, CA 94550Deliveries must be made by 3:30 p.m. Pacific Time.

2. Shipments to LANL

Los Alamos National Laboratory for US DOELLNL Subcontract No. B640169Building TBDLos Alamos, NM 87545

3. Shipments to SNL in Albuquerque, NM

Sandia National Laboratories US NNSALLNL Subcontract No. B6401691515 Eubank SE Albuquerque, NM 87123

B. Shipping Point: TBD


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C. Delivery Point: Delivery At Place

D. Shipping and Delivery Site Access Instructions: Ship via Seller's Choice..E. Transporation Terms: Account of Seller, Prepaid.

F. The Subcontractor is responsible for any damage to Ordered Items caused by its own negligence or its lower-tier subcontractor’s negligence during post-delivery service at the Tri-Laboratories. The Subcontractor, at no additional cost to the Tri-Laboratories, shall either repair or replace any damaged Order Items caused by its own negligence or its lower-tier subcontractor’s negligence, as directed by the LLNS Contract Analyst.

G. Vehicles will be subject to search and delivery personnel will be refused access to the site if they are: (1) not U.S. citizens, (2) in possession of any prohibited items (https://www.llnl.gov/about/visiting - under the Restricted Items tab), or (3) accompanied by companions or pets. Individuals entering LLNL will be required to show a valid driver’s license from a jurisdiction that meets the requirements of the REAL ID Act of 2005, identify themselves as U.S. citizens, and provide other identifying information such as a social security number. Information regarding the REAL ID Act, its requirements, and a list of noncompliant states may be found at: http://www.dhs.gov/real-id-enforcement-brief. If an individual holds a license from a noncompliant jurisdiction, they will be required to show a secondary form of identification (i.e., U.S. passport, U.S. passport card, or U.S. military ID card) in order to be granted access to LLNL.

ARTICLE 9 - LLNL SITE ACCESS BADGING REQUIREMENTS

In addition to the requirements of the incorporated SECURITY AND SITE ACCESS PROVISIONS, individuals must show proper identification prior to gaining access to LLNL.

U.S. citizens entering LLNL will be required to show a valid driver’s license from a jurisdiction that meets the requirements of the REAL ID Act of 2005, identify themselves as U.S. citizens, and provide other identifying information such as a social security number. Information regarding the REAL ID Act, its requirements, and a list of noncompliant states may be found at http://www.dhs.gov/real-id-enforcement-brief. If an individual holds a license from a noncompliant jurisdiction, they will be required to show a secondary form of identification (i.e., U.S. passport, U.S. passport card, or U.S. military ID card) in order to be granted access to LLNL.

Foreign nationals entering LLNL will be required to show proper identification from the following list to establish identity and legal status in the United States:

A legal permanent resident must show a valid Permanent Residency Card (green card); or Alien Documentation, Identification and Telecommunication (ADIT) stamp.

A nonimmigrant foreign national must show a current passport with a valid I-94 card or printout (available from www.cbp.gov/I94); Visa Waiver Program travelers must provide a valid passport with an admission stamp.

A nonimmigrant foreign national with an I-94 valid for duration of status must also produce the proper supporting documentation indicative of current status (e.g., DS-2019, I-20, EAD, etc.).

Canadian citizens must provide a valid passport with entry stamp or a valid I-94.Schedule of ArticlesSubcontract No. B640169 of 34 (DM-711; 01/10/20)

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ARTICLE 10 - SAFETY-RELATED REQUIREMENTS

A. General

The Subcontractor shall take all reasonable precautions in the performance of the work to protect the health and safety of employees and members of the public, and to minimize hazards to the surrounding environment, wildlife and property.

The Subcontractor shall comply with, and assist LLNS and the DOE/NNSA in complying with, all Environment, Safety, and Health (ES&H) requirements, training, and associated safety documents referenced, attached, or incorporated into this Subcontract, and any other safety-related documents submitted by the Subcontractor and reviewed and accepted by LLNS.

The Subcontractor shall comply with all instructions, controls, and precautions communicated to the Subcontractor by the LLNS Technical Representative, or designee, regarding any applicable area hazards associated with the Subcontractor’s work at the LLNL site.

B. Worker Safety and Health Program

All work by the Subcontractor and its lower-tier subcontractors at an LLNL worksite is subject to the Worker Safety and Health Program regulation at Title 10, Part 851 of the U.S. Code of Federal Regulations (10 CFR 851). LLNS has established an LLNL Worker Safety and Health Program to implement the requirements of 10 CFR 851 for the work at LLNL worksites. The Subcontractor shall assist LLNS and the DOE/NNSA in complying with all applicable environmental, safety, health regulations, including 10 CFR 851 and may be subject to DOE enforcement actions for violations thereof. Information on the regulation is available at the following website:

http://www.energy.gov/ehss/environment-health-safety-security

C. Safety Standards and Testing

Materials, supplies, and equipment, or systems furnished by the Subcontractor under this Subcontract shall meet safety standards recognized in the United States of America. All electrical equipment, components, conductors, and other electrical material shall be of a type that is listed, labeled, or tested by a Nationally Recognized Testing Laboratory (NRTL) in accordance with Title 29, Part 1910, Occupational Safety and Health Standards (OSHA), of the Code of Federal Regulations (29 CFR 1910.7). Subcontractor-provided equipment or systems which are not listed, labeled or tested by a NRTL shall be field evaluated by an OSHA accredited NRTL prior to delivery to LLNL. The documentation consisting of a NRTL Field Report shall reference the applicable Subcontract number and be delivered electronically to the LLNS Technical Representative identified in the Coordination and Administration Article and the Authority Having Jurisdiction (AHJ) at LLNL. The Subcontractor shall coordinate the document review and approval process with the LLNS Technical Representative in order to secure prior written approval from the LLNS Contract Analyst before releasing for shipment, furnishing or using any materials, supplies, in the final assembly of LLNS deliverables that do not meet these requirements. If the Subcontractor will perform work


SAMPLE

on-site at the LLNL or in an LLNL-managed facility, it shall not use any equipment that does not meet these safety requirements without complying with the same approval process.

D. LANL and SNL On-Site Requirements

This Subcontract requires Subcontractor personnel (including lower-tier subcontractor personnel) to perform work at LANL and SNL. The Subcontractor (including lower-tier subcontractor personnel) shall comply with all applicable security and site access requirements, ES&H requirements, vehicle operation requirements, insurance requirements, and other related on-site work requirements of LANL and SNL, respectively.

ARTICLE 11 – TRI-LABORATORY WORK LOCATIONS

Upon arrival at the work location, the Subcontractor must report its presence to the work location point of contact (POC) indicated below. The Subcontractor shall comply with all safety directions as required by the work location POC.

Work Location(s) POC Telephone NumberLANL TBD (505) TBDSNL (NM) TBD (505) TBDLLNL TBD (925) TBD

ARTICLE 12 - COORDINATION AND ADMINISTRATION

A. The LLNS Contract Analyst for this Subcontract is Sherill Kazadzis, or any other designee(s) as may be specified from time to time by the Contract Analyst, including by e-mail notification. All matters relating to the administration, performance and non-technical interpretation of this Subcontract shall be directed to the LLNS Contract Analyst. The Subcontractor shall direct all notices and requests for approval to the LLNS Contract Analyst. The LLNS Contract Analyst will issue any notices or non-technical approvals to the Subcontractor.

B. The LLNS Technical Representative for this Subcontract is TBD, or designee, telephone (925) 42TBD, or email [email protected]. The LLNS Technical Representative will provide technical direction in connection with the work to be performed under this Subcontract. The term “technical direction” is defined to include (1) direction to the Subcontractor which assist in the interpretation of drawings, specifications, or technical portions of the work description; and (2) the review and approval of technical reports, drawings, specifications, and information to be delivered by the Subcontractor under the Subcontract, where required. The LLNS Technical Representative will issue all technical direction in writing.

C. The LLNS 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 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 change must first be


SAMPLE

authorized by a written modification to this Subcontract issued by the LLNS Contract Analyst. The LLNS Technical Representative is not authorized to execute on behalf of LLNS any Subcontractor provided terms, conditions, or representations without consent from the LLNS Contract Analyst. This includes end-use certifications and representations.

ARTICLE 13 - REPORTS AND SOFTWARE UPDATES

A. Reports and Software Updates

The Subcontractor shall submit reports and software updates as described in the SOW.

B. Distribution of Reports and Software Updates

The Subcontractor shall submit reports and software updates electronically to the following email addresses.

[email protected]@sandia.gov

[email protected]

With the exception of an authorized representative of DOE/NNSA and those indicated above, the Subcontractor shall not distribute reports of work under this Subcontract to any individual or organization without the prior written approval of the LLNS Contract Administrator.

C. Interim Reports

It is understood there will be other information exchanged between the parties from time to time. The data may be exchanged directly between the parties concerned; formal reporting and distribution is not required in these cases.

ARTICLE 14 - KEY PERSONNEL

A. The personnel specified below are deemed key personnel. The Subcontractor shall assign such individual(s) to this Subcontract to perform the duties proposed. All key personnel shall perform their duties in a professional manner consistent with the requirements of the position. No removal, replacement, or diversion shall be made by the Subcontractor without the written consent of the LLNS Contract Analyst.

B. If at any time after award the Subcontractor becomes aware that any key personnel is/are unable or unwilling to perform as the key personnel, the Subcontractor shall immediately notify the LLNS Contract Analyst in writing.

C. If any key personnel is/are to be substituted or replaced as provided above, the Subcontractor shall propose candidate(s) who meet the same or substantially similar qualifications (i.e., education, experience and other professional requirements) as the key personnel being substituted or replaced. The Subcontractor shall submit a current copy of the résumé, or similar document, demonstrating that the candidate(s) is/are qualified for the position(s) being filled to the LLNS Contract Analyst and provide any other information about such proposed candidate(s)





SAMPLE

sufficient for LLNS to determine the proposed candidate(s) can satisfactorily perform the duties of the key personnel.

D. The following individuals are assigned as key personnel under this Subcontract:

Name TitleTBD TBDTBD TBDTBD TBD

ARTICLE 15 - 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 (hereinafter called data) for LLNS’ approval, LLNS’ approval of the data 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.

If the data includes any variation from the Subcontract requirements, the Subcontractor shall describe such variation in writing at the time of submission of the data to LLNS, for LLNS review and approval. If LLNS approves any such variation, the variation will be incorporated into the Subcontract by a bilateral Modification to this Subcontract.

Unless otherwise specified, LLNS requires a period of 10 working days, from date of receipt, to review and approve the data. If LLNS 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.

All submittals shall be sent to the following e-mail address to the maximum extent practical:[email protected]

All submittals that cannot be sent electronically shall be sent to the following address:

Lawrence Livermore National LaboratoryAttention: Sherill Kazadzis, Mail Code L-5557000 East Avenue / P.O. Box 5012Livermore, CA 94550 / 94551




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ARTICLE 16 - PROPERTY

A. The Subcontractor shall acquire, and/or LLNS will furnish to the Subcontractor, the materials, equipment, supplies, and/or tangible personal property items identified below, for use under this Subcontract.

LLNS Furnished Government Property

LLNS will furnish the following Government Property (GP), Ex Works Subcontractor’s facility for use under this Subcontract.

QTY GP DESCRIPTION DATE OF DELIVERY TO SUBCONTRACTOR’S DOCK

NONE NONE NONE

LLNS Furnished Software

LLNS will furnish the following software, Ex Works Subcontractor’s facility for use under this Subcontract.

QTY GP DESCRIPTION DATE OF DELIVERY TO SUBCONTRACTOR’S DOCK

1 lot Tri-Laboratory Operating System Stack (TOSS) Software TBD

B. Except as otherwise provided in ARTICLE 23 – LEASE-TO-OWNERSHIP, all property acquired by the Subcontractor or furnished by LLNS for use under this Subcontract shall be identified, accounted for, controlled, protected, and dispositioned in accordance with the GOVERNMENT PROPERTY clause of the GENERAL PROVISIONS. Disposition directions and authorization will be provided by the LLNS Contract Analyst or a LLNS Property Representative.

C. All property acquired by the Subcontractor or furnished by LLNS under this Subcontract shall be used only for performing this Subcontract and shall not be utilized after the completion, expiration or termination of this Subcontract, for any reason, unless otherwise provided in this Subcontract or approved by the LLNS Contract Analyst or a LLNS Property Representative.

ARTICLE 17 - ACCESS TO LANL AND SNL COMPUTER RESOURCES

The performance of this Subcontract may require Subcontractor personnel (including lower-tier subcontractor personnel) to use or connect with LANL and SNL computer resources (i.e., computers or computer networks). Any such access and use shall be subject to the particular cyber security requirements of LANL and SNL, respectively.


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ARTICLE 18 - DEBARMENT ELIGIBILITY CERTIFICATION

By acceptance of this Subcontract, the Subcontractor certifies, to the best of its knowledge and belief, it and its principals are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts (including subcontracts) by any agency of the Federal Government.

ARTICLE 19 - RESERVED

Reserved.

ARTICLE 20 - ON SITE PARTS CACHES

A. The Subcontractor shall provide and replenish spare parts caches at LLNL, LANL, and SNL, as described in the SOW and Appendix 1 configuration list(s). The Subcontractor shall enlarge the spare parts caches, at the Subcontractor’s sole expense, if LLNS observes that the parts caches quantities are insufficient to sustain the actual observed field replaceable unit (FRU) or node failure rates, or if the parts return material authorization (RMA) / replacement cross-shipment process exceeds one week.

B. The Subcontractor’s obligation to replenish a spare parts cache (at a particular Tri-Laboratory site) shall expire on the date maintenance service expires for the last / final system delivered to the respective Tri-Laboratory site.

C. Title to the spare parts cache shall vest in the Government upon delivery at the Tri-Laboratories. In the event that the Tri-Laboratories return failed parts (for replacements received) to the Subcontractor, title to failed parts returned by the Tri-Laboratories shall vest in the Subcontractor upon shipment from the Tri-Laboratories.

ARTICLE 21 - SUPPLY CHAIN ANONYMIZATION

The Subcontractor shall not disclose to its supply chain (lower-tier subcontractors) the identity of the CTS-2 customers (i.e., the Tri-Laboratories) without first obtaining LLNS’ express written consent for each lower tier subcontractor.

ARTICLE 22 - EXPORT CONTROL REQUIREMENTS

The SUs and all other deliverable items under this Subcontract are subject to U.S. export control laws and the Subcontractor shall comply with the following export control requirements:

Department of Commerce Export Administration Regulations 15 CFR Parts 730-774

NOTE: LLNS may acquire one or more systems by way of lease-to-ownership (LTO) funding (as opposed to direct funding). Article 23 identifies LLNS standard LTO terms, and reflects multiple potential LTO sources and events, where Paragraph A represents a first LTO event and funding source, Paragraph B represents a second LTO event and funding source, and Paragraph C represents room to grow (i.e. subsequent LTO events and funding sources).


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ARTICLE 23 - LEASE-TO-OWNERSHIP

This Article 23 applies in the event LLNS decides to acquire one or more Ordered Items via lease-to-ownership (LTO).

LLNS perfers to acquire Ordered Items with direct funding (i.e., annual appropriated funding from Congress and subsequent allocations by DOE to LLNS); however, LLNS may acquire Ordered Items with third party financing when direct funding is insufficient to meet LLNS and DOE mission schedule needs. This ARTICLE 23 – LEASE-TO-OWNERSHIP incorporates LTO terms for one or more future LTO events.

A. The following applies exclusively to the acquisition of the following Systems/Milestones of the Baseline Milestone Payment Schedule in ARTICLE 4 – FIXED PRICE:

System No. TBD (Milestones TBD) System No. TBD (Milestones TBD)

1. LTO Agreement

LTO Agreement TBD between LLNS and TBD (Lessor A) will provide for payment to the Subcontractor and the transfer of title for the equipment (as specified in paragraph A of this Article) to Lessor A in support of the above referenced Systems/Milestones of this Subcontract.

The above referenced Systems/Milestones of this Subcontract and any payments shall be contingent upon the execution of the LTO Agreement No. TBD between LLNS and Lessor A. Upon request, LLNS will provide the Subcontractor a copy of the executed LTO Agreement.

2. Invoices

Payment of invoice(s) for the above referenced Systems/Milestones accepted under this Subcontract shall be tendered by the Lessor A, Net 30 Days after acceptance, as provided by the conditions of the LTO Agreement. The Subcontractor shall submit its invoice electronically to:

LLNS LTO Specialist Roy Bayani [email protected] Contract Analyst Sherill Kazadzis [email protected]

A Milestone Payment will not be authorized by LLNS, except as otherwise provided under this Subcontract, until the milestone is considered complete to LLNS reasonable satisfaction in accordance with the provisions herein.

3. Title

Title to the equipment purchased under this Subcontract (as specified in paragraph A of this Article) shall pass, upon payment, directly to Lessor A, and thereafter to the U.S. Government under the provisions of the LTO Agreement. Subcontractor shall




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provide a bill of sale to Lessor A upon payment for the equipment to evidence passage of title to Lessor A.

B. The following applies exclusively to the acquisition of the following Systems/Milestones of the Baseline Milestone Payment Schedule in ARTICLE 4 – FIXED PRICE:

System No. TBD (Milestones TBD) System No. TBD (Milestones TBD)

1. LTO Agreement

LTO Agreement TBD between LLNS and TBD (Lessor B) will provide for payment to the Subcontractor and the transfer of title for the equipment (as specified in paragraph B of this Article) to Lessor B in support of the above referenced Systems/Milestones of this Subcontract.

The above referenced Systems/Milestones of this Subcontract and any payments shall be contingent upon the execution of the LTO Agreement No. TBD between LLNS and Lessor B. Upon request, LLNS will provide the Subcontractor a copy of the executed LTO Agreement.

2. Invoices

Payment of invoice(s) for the above referenced Systems/Milestones accepted under this Subcontract shall be tendered by the Lessor B, Net 30 Days after acceptance, as provided by the conditions of the LTO Agreement. The Subcontractor shall submit its invoice electronically to:

LLNS LTO Specialist Roy Bayani [email protected] Contract Analyst Sherill Kazadzis [email protected]

A Milestone Payment will not be authorized by LLNS, except as otherwise provided under this Subcontract, until the milestone is considered complete to LLNS reasonable satisfaction in accordance with the provisions herein.

3. Title

Title to the equipment purchased under this Subcontract (as specified in paragraph B of this Article) shall pass, upon payment, directly to Lessor B, and thereafter to the U.S. Government under the provisions of the LTO Agreement. Subcontractor shall provide a bill of sale to Lessor B upon payment for the equipment to evidence passage of title to Lessor B.

C. Reserved.




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ARTICLE 24 - GENERAL PROVISIONS

A. The clauses listed in the incorporated 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. As used therein, the term “Seller” shall mean “Subcontractor,” and the terms “Purchase Order” and “PO” shall mean “Subcontract.”

B. This Subcontract shall not involve access to classified information and/or special nuclear material, or unescorted access to Limited security areas. Accordingly, the clauses listed in the GENERAL PROVISIONS related to such work shall not apply.

C. By this reference, the clause entitled “NOTICES” of the GENERAL PROVISIONS is modified as follows:

“The Subcontractor shall immediately notify the LLNS Contract Analyst in writing of (1) any third party action, including any proceeding before an administrative agency or regulatory violation (i.e., federal, state, local), filed against the Subcontractor arising out of the performance of this Subcontract; (2) any third party claim against the Subcontractor, the cost and expense of which may be allowable under the terms of this Subcontract; (3) any proceedings related to bankruptcy the Subcontractor enters into; and (4) any circumstances whatsoever that the Subcontractor becomes aware of during the performance of the Subcontract which may jeopardize its fulfillment of the agreed performance of all or any portion of the Subcontract.”

(END OF SCHEDULE OF ARTICLES)
