+----------------------------------+------+----------------------------+
|                                  |      |                            |
+----------------------------------+------+----------------------------+
| **SUBCONTRACT**                  | ![   | University of California   |
|                                  | ](me |                            |
| **NO. B563016**                  | dia/ | Lawrence Livermore         |
|                                  | imag | National Laboratory        |
|                                  | e1.w |                            |
|                                  | mf){ | Procurement Department     |
|                                  | widt |                            |
|                                  | h="0 | P. O. Box 5012             |
|                                  | .576 |                            |
|                                  | 3888 | Livermore, CA 94551        |
|                                  | 8888 |                            |
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|                                  | 5361 |                            |
|                                  | 1111 |                            |
|                                  | 1111 |                            |
|                                  | 1111 |                            |
|                                  | in"} |                            |
+----------------------------------+------+----------------------------+
| Subcontractor:                   | **Un |                            |
|                                  | iver |                            |
| **TBD**                          | sity |                            |
|                                  | Pro  |                            |
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|                                  |      |                            |
|                                  | Gary |                            |
|                                  | M.   |                            |
|                                  | Ward |                            |
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|                                  | #:** |                            |
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|                                  | d31@ |                            |
|                                  | llnl |                            |
|                                  | .gov |                            |
+----------------------------------+------+----------------------------+

Introduction

This is a Fixed Price Subcontract for the delivery and installation of
Scalable Units (SUs) at Tri-Laboratory sites, integration of those SUs
into fully functional clusters, training, and hardware and software
maintenance service, as further described herein.

The parties to this Subcontract are The Regents of the University of
California (hereinafter called \"University\") and the party identified
above as the \"Subcontractor.\"

This is a Subcontract under Prime Contract No. W-7405-ENG-48 between the
University 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.

Agreement

The 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.

+-----+---------------------------+---+---+---+-----+---------------------------+
| #   |                           |   |   |   | **  |                           |
| ##  |                           |   |   |   | THE |                           |
| TBD |                           |   |   |   | R   |                           |
|     |                           |   |   |   | EGE |                           |
|     |                           |   |   |   | NTS |                           |
|     |                           |   |   |   | O   |                           |
|     |                           |   |   |   | F** |                           |
|     |                           |   |   |   |     |                           |
|     |                           |   |   |   | **  |                           |
|     |                           |   |   |   | THE |                           |
|     |                           |   |   |   | U   |                           |
|     |                           |   |   |   | NIV |                           |
|     |                           |   |   |   | ERS |                           |
|     |                           |   |   |   | ITY |                           |
|     |                           |   |   |   | OF  |                           |
|     |                           |   |   |   | CAL |                           |
|     |                           |   |   |   | IFO |                           |
|     |                           |   |   |   | RNI |                           |
|     |                           |   |   |   | A** |                           |
+-----+---------------------------+---+---+---+-----+---------------------------+
| BY: |                           |   |   | B |     |                           |
|     |                           |   |   | Y |     |                           |
|     |                           |   |   | : |     |                           |
+-----+---------------------------+---+---+---+-----+---------------------------+
|     |                           |   |   |   |     | TBD                       |
+-----+---------------------------+---+---+---+-----+---------------------------+
| TIT |                           |   |   | T |     | TBD                       |
| LE: |                           |   |   | I |     |                           |
|     |                           |   |   | T |     |                           |
|     |                           |   |   | L |     |                           |
|     |                           |   |   | E |     |                           |
|     |                           |   |   | : |     |                           |
+-----+---------------------------+---+---+---+-----+---------------------------+
|     |                           |   |   |   |     | LLNL Procurement          |
|     |                           |   |   |   |     | Department                |
+-----+---------------------------+---+---+---+-----+---------------------------+
| DA  |                           |   |   | D |     |                           |
| TE: |                           |   |   | A |     |                           |
|     |                           |   |   | T |     |                           |
|     |                           |   |   | E |     |                           |
|     |                           |   |   | : |     |                           |
+-----+---------------------------+---+---+---+-----+---------------------------+

**SCHEDULE OF ARTICLES**

**FOR**

**SUBCONTRACT NO. B563016**

ARTICLE 1 -- INCORPORATED DOCUMENTS

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

\* The documents and forms marked with an asterisk are available on-line
at the following website: <http://www.llnl.gov/procurement/> (under
Supplier Information, select either General Provisions & Forms, or
Special Provisions).

Documents

> GENERAL PROVISIONS FOR COMMERCIAL SUPPLIES AND SERVICES (GPs \# 600B;
> 10/16/06) \*
>
> statement of work (Date TBD)
>
> SITE SERVICES REQUIREMENTS (SSR ES&H LEVEL 0; 05/15/06) \*

SECURITY AND SITE ACCESS PROVISIONS (S&SAP; 05/15/06) \*

> SMALL Business Subcontracting Plan (Date TBD)

ARTICLE 2 -- SCOPE OF WORK

A.  The Subcontractor shall deliver and install 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 integrate those SUs into fully functional
    clusters and provide training and hardware and software maintenance
    service. The work is more specifically described in the Statement of
    Work.

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 the University. 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 the LANL, at the SNL, at
the LLNL, and at other locations approved by the University. LANL, SNL,
and LLNL are collectively referred to as "Tri-Laboratories," "Tri-Labs,"
or "Tri-Laboratory" within this Subcontract.

D.  The University may, at its option for itself or the other
    Tri-Laboratories, by written unilateral modification to this
    Subcontract require additional SUs and related service as described
    in Article 6 -- FIXED PRICE OPTIONS.

ARTICLE 3 -- SAFETY-RELATED REQUIREMENTS

## 

A. [General]{.underline}. The Subcontractor shall comply with all ES&H
requirements, training, and associated safety documents referenced,
attached, or incorporated to this Subcontract, including any
incorporated safety related documents submitted by the Subcontractor and
reviewed and accepted by the University. The Subcontractor shall also
comply with, and assist the University and the DOE/NNSA in complying
with, the safety and health requirements identified in, or applicable
to, this Subcontract.

B. [Safety Standards and Testing]{.underline}. Materials, supplies, and
equipment furnished or used by the Subcontractor under this Subcontract
shall meet nationally recognized safety standards or be tested by the
Subcontractor in a manner demonstrating they are safe for use. 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*, of the Code
of Federal Regulations (29 CFR 1910). The Subcontractor shall notify the
University Procurement Representative and the University Technical
Representative, in writing, of any materials, supplies, or equipment to
be furnished or used under this Subcontract that does not meet these
requirements.

## 

C. [Notice to Proceed]{.underline}. The Subcontractor may not commence
any work performed at a location other than a Subcontractor or
lower-tier subcontractor facility until the University Procurement
Representative issues a written Notice to Proceed. The Subcontractor may
proceed with all other work authorized or required by the Subcontract in
preparation for performing the work at Tri-Laboratory sites. The
University Procurement Representative will not issue the Notice to
Proceed until the Subcontractor has submitted, and the University has
accepted, the following document.

> > 1.) Insurance Certificates, as required by this Subcontract.

D. [LANL and SNL On-Site Requirements.]{.underline} 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 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.

E. [LANL and SNL Work Locations.]{.underline} 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                  | ###### POC          | #####              |
| >                        |                     | # Telephone Number |
| Location(s)]{.underline} |                     |                    |
+--------------------------+---------------------+--------------------+
| > LANL                   | Dr. Josip Loncaric  | \(505\) 667-8873   |
+--------------------------+---------------------+--------------------+
| > SNL (NM)               | Dr. James Ang       | \(505\) 844-0068   |
+--------------------------+---------------------+--------------------+
| > SNL (CA)               | Jerrold Friesen     | \(925\) 294-3144   |
+--------------------------+---------------------+--------------------+

ARTICLE 4 -- PERIOD OF PERFORMANCE

A. Baseline Award

> The work described in ARTICLE 2 - SCOPE OF WORK, Paragraph A., shall
> be completed in accordance with the milestone payment schedules of
> this Subcontract. Hardware and software maintenance and training
> service shall commence upon SU acceptance by the University. The
> expiration date of this Subcontract shall be three years after the
> date the University accepts the final cluster at each Tri-Laboratory
> site.

B. Options

> The period of performance shall automatically be extended by the
> exercising of any or all of options of this Subcontract, as described
> in ARTICLE 2 -- SCOPE OF WORK and ARTICLE 6 -- FIXED PRICE OPTIONS.
> Option exercise shall be a the sole discretion of the University. Such
> modification shall be subject to all provisions of this Subcontract.

ARTICLE 5 -- PRICE AND PAYMENT

A. Fixed Price

The total fixed price of this Subcontract is \$TBD.

The fixed price stated above does not include and the University shall
not be charged for any CA State Sales & Use Tax. The University holds
California State Resale Permit No. SR-CHA 21-135323.

The Subcontractor shall pay New Mexico Gross Receipts Tax (NMGRT) as
required by the State of New Mexico.

B. Allocated Funding Limit

> Full funding is not presently available for this Subcontract. The
> total funding amount currently allocated for payments under this
> Subcontract (the "allocated funding limit") is \$TBD. The allocated
> funding limit shall cover performance of specific milestones of the
> milestone payment schedules, identified as follows.

**[Milestones Authorized for Performance]{.underline}**

> TBD
>
> It is anticipated that the University will periodically increase the
> allocated funding limit, subject to annual appropriated funding from
> Congress. The allocated funding limit may only be changed by a written
> unilateral modification to this Subcontract issued by the University
> Procurement Representative, or a designee.

C. Limitation of the University's Liability

> The University's obligation for payment hereunder is expressly limited
> to the allocated funding limit of this Subcontract, any other
> provision to the contrary notwithstanding. In no event shall the
> University's liability to the Subcontractor hereunder exceed the
> allocated funding limit of this Subcontract. The Subcontractor is not
> obligated to perform work or otherwise continue performance beyond the
> milestones specifically authorized for performance and identified in
> Paragraph B, above.

D. Work Authorization

> The University will use a phased approach to authorizing work under
> this Subcontract. The Subcontractor is only authorized and obligated
> to perform work for specific milestones, which are identified in
> Paragraph B, above. It is anticipated that the University will
> periodically authorize additional milestones for performance, subject
> to annual appropriated funding from Congress. The University will
> authorize additional milestones for performance under this Subcontract
> by a written unilateral modification to this Subcontract issued by the
> University Procurement Representative, or a designee.

E. Invoices -- Milestone Payments

1\. Once it is determined by the University Technical Representative
that the requirements set forth in the Statement of Work for a
particular milestone have been met, the Subcontractor may submit an
invoice for the milestone payment. Payment terms are Net 30 Days.
Payment amounts shall be less any applicable adjustments, credits,
offsets, or tax withholds. The Subcontractor shall submit invoices
electronically to the University Procurement Representative at the
following address.

<ward31@llnl.gov>

2.  The milestone payment schedules of this Subcontract follow.

> A. The milestone payment schedule for deliverables follows.

  --------------------------------------------------------------------------
  **Milestone   **Milestone Description**          **Due Date**  **Payment
  No.**                                                          Amount**
  ------------- ---------------------------------- ------------- -----------
  6.3.1         Detailed Project Plan              7 days after  \$ TBD
                                                   Subcontract   
                                                   award         

  6.3.2         Tri-Laboratory BASS Final Checkout 09/15/07      \$ TBD

  6.3.3         Phase 1 SU Build                   10/07         \$ TBD

  6.3.4         Phase 1 SU Delivery and Acceptance 10/07         \$ TBD

  6.3.5         Phase 1 Cluster Integration        11/07         \$ TBD

  6.3.9         Phase 2 SU Build                   01/08         \$ TBD

  6.3.10        Phase 2 SU Delivery and Acceptance 01/08         \$ TBD

  6.3.11        Phase 2 Cluster Integration        02/08         \$ TBD

  6.3.12        Phase 3 SU Build                   04/08         \$ TBD

  6.3.13        Phase 3 SU Delivery and Acceptance 04/08         \$ TBD

  6.3.14        Phase 3 Cluster Integration        05/08         \$ TBD

  6.3.18        Phase 4 SU Build                   07/08         \$ TBD

  6.3.19        Phase 4 SU Delivery and Acceptance 07/08         \$ TBD

  6.3.20        Phase 4 Cluster Integration        08/08         \$ TBD

                **TOTAL**                                        \$ TBD
  --------------------------------------------------------------------------

> B. The milestone payment schedule for service (i.e., hardware and
> software maintenance and training) follows. The Subcontractor shall
> commence service upon SU acceptance by the University.

  ------------------------------------------------------------------------
  **Milestone   **Milestone Description**    **Completion     **Payment
  No.**                                      Date**           Amount**
  ------------- ---------------------------- ---------------- ------------
  1             Acceptance of service for    The date the     \$ TBD
                Phase 1 SUs                  University       
                                             accepts          
                                             Milestone 6.3.5  

  2             Acceptance of first service  180 days after   \$ TBD
                period for Phase 1 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 1      

  3             Acceptance of second service 185 days after   \$ TBD
                period for Phase 1 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 2      

  4             Acceptance of third service  180 days after   \$ TBD
                period for Phase 1 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 3      

  5             Acceptance of fourth service 185 days after   \$ TBD
                period for Phase 1 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 4      

  6             Acceptance of fifth service  180 days after   \$ TBD
                period for Phase 1 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 5      

  7             Acceptance of final service  185 days after   \$ TBD
                period for Phase 1 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 6      

  8             Acceptance of service for    The date the     \$ TBD
                Phase 2 SUs                  University       
                                             accepts          
                                             Milestone 6.3.11 

  9             Acceptance of first service  180 days after   \$ TBD
                period for Phase 2 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 8      

  10            Acceptance of second service 185 days after   \$ TBD
                period for Phase 2 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 9      

  11            Acceptance of third service  180 days after   \$ TBD
                period for Phase 2 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 10     

  12            Acceptance of fourth service 185 days after   \$ TBD
                period for Phase 2 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 11     

  13            Acceptance of fifth service  180 days after   \$ TBD
                period for Phase 2 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 12     

  14            Acceptance of final service  185 days after   \$ TBD
                period for Phase 2 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 13     

  15            Acceptance of service for    The date the     \$ TBD
                Phase 3 SUs                  University       
                                             accepts          
                                             Milestone 6.3.14 

  16            Acceptance of first service  180 days after   \$ TBD
                period for Phase 3 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 15     

  17            Acceptance of second service 185 days after   \$ TBD
                period for Phase 3 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 16     

  18            Acceptance of third service  180 days after   \$ TBD
                period for Phase 3 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 17     

  19            Acceptance of fourth service 185 days after   \$ TBD
                period for Phase 3 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 18     

  20            Acceptance of fifth service  180 days after   \$ TBD
                period for Phase 3 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 19     

  21            Acceptance of final service  185 days after   \$ TBD
                period for Phase 3 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 20     

  22            Acceptance of service for    The date the     \$ TBD
                Phase 4 SUs                  University       
                                             accepts          
                                             Milestone 6.3.20 

  23            Acceptance of first service  180 days after   \$ TBD
                period for Phase 4 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 22     

  24            Acceptance of second service 185 days after   \$ TBD
                period for Phase 4 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 23     

  25            Acceptance of third service  180 days after   \$ TBD
                period for Phase 4 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 24     

  26            Acceptance of fourth service 185 days after   \$ TBD
                period for Phase 4 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 25     

  27            Acceptance of fifth service  180 days after   \$ TBD
                period for Phase 4 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 26     

  28            Acceptance of final service  185 days after   \$ TBD
                period for Phase 4 clusters  the date the     
                                             University       
                                             accepts          
                                             Milestone 27     

                **TOTAL**                                     \$ TBD
  ------------------------------------------------------------------------

ARTICLE 6 -- FIXED PRICE OPTIONS

A. The University and the Subcontractor agree to fixed price options in
this Subcontract for the delivery, installation, and integration of
additional SUs into clusters and related service.

  ---------------------------------------------------------------------------------
  **Option   **Milestone**   **Option Milestone            **Due Date** **Payment
  No.**                      Description**                              Amount**
  ---------- --------------- ----------------------------- ------------ -----------
  1          6.3.6           Phase 1 Option SU Build       TBD          \$ TBD

             6.3.7           Phase 1 Option SU Delivery    TBD          \$ TBD
                             and Acceptance                             

             6.3.8           Phase 1 Option Cluster        11/07        \$ TBD
                             Integration                                

  2          6.3.15          Phase 3 Option SU Build       04/08        \$ TBD

             6.3.16          Phase 3 Option SU Delivery    04/08        \$ TBD
                             and Acceptance                             

             6.3.17          Phase 3 Option Cluster        05/08        \$ TBD
                             Integration                                

  3          29              Acceptance of service for     The date the \$ TBD
                             Phase 1 option SUs            University   
                                                           accepts      
                                                           Milestone    
                                                           6.3.8        

             30              Acceptance of first service   180 days     \$ TBD
                             period for Phase 1 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 29 

             31              Acceptance of second service  185 days     \$ TBD
                             period for Phase 1 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 30 

             32              Acceptance of third service   180 days     \$ TBD
                             period for Phase 1 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 31 

             33              Acceptance of fourth service  185 days     \$ TBD
                             period for Phase 1 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 32 

             34              Acceptance of fifth service   180 days     \$ TBD
                             period for Phase 1 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 33 

             35              Acceptance of final service   185 days     \$ TBD
                             period for Phase 1 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 34 

  4          36              Acceptance of service for     The date the \$ TBD
                             Phase 3 option SUs            University   
                                                           accepts      
                                                           Milestone    
                                                           6.3.17       

             37              Acceptance of first service   180 days     \$ TBD
                             period for Phase 3 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 36 

             38              Acceptance of second service  185 days     \$ TBD
                             period for Phase 3 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 37 

             39              Acceptance of third service   180 days     \$ TBD
                             period for Phase 3 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 38 

             40              Acceptance of fourth service  185 days     \$ TBD
                             period for Phase 3 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 39 

             41              Acceptance of fifth service   180 days     \$ TBD
                             period for Phase 3 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 40 

             42              Acceptance of final service   185 days     \$ TBD
                             period for Phase 3 option     after the    
                             clusters                      date the     
                                                           University   
                                                           accepts      
                                                           Milestone 41 

                             **TOTAL OPTION PRICES**                    \$ TBD
  ---------------------------------------------------------------------------------

The total price of this Subcontract with options is \$TBD.

B. The University may exercise options on or before the following dates.

  -----------------------------------------------------------------------
  **Option Nos.**                        **Option Expiration Date**
  -------------------------------------- --------------------------------
  1                                      TBD

  2                                      03/31/08

  3                                      TBD

  4                                      03/31/08
  -----------------------------------------------------------------------

ARTICLE 7 -- SHIPPING INSTRUCTIONS

A. [Shipping Addresses]{.underline}. The University will notify the
Subcontractor of SU quantities to be delivered to each Tri-Laboratory
site at least 15 days prior to shipment. Shipping addresses for this
Subcontract follow.

> 1\. Shipments to LLNL.
>
> University of California
>
> Lawrence Livermore National Laboratory
>
> For the DOE/NNSA
>
> LLNL Subcontract No. B563016
>
> 7000 East Avenue
>
> Livermore, CA 94550
>
> 2\. Shipments to LANL.
>
> Los Alamos National Laboratory for US DOE
>
> LLNL Subcontract No. B563016
>
> Building SM30 Bikini Atoll Road
>
> Los Alamos, NM 87545
>
> Attn: High Performance Computing (HPC-DO)
>
> 3\. Shipments to SNL in Albuquerque, NM.
>
> Sandia National Laboratories
>
> U.S. NNSA
>
> Attn: Dr. James Ang
>
> LLNL Subcontract No. B563016
>
> C/O SANDIA NATIONAL LABS
>
> 1515 EUBANK SE BLDG 957
>
> ALBUQUERQUE, NM 87123
>
> 4\. Shipments to SNL in Livermore, CA.
>
> Sandia National Laboratories
>
> U.S. NNSA
>
> Attn: Jerrold Friesen
>
> LLNL Subcontract No. B563016
>
> C/O Sandia National Labs
>
> 7011 East Ave. Bldg 928
>
> Livermore, CA 94551-0969
>
> Attn: Scientific Computing

B. [F.O.B. Point]{.underline}. All shipments shall be shipped F.O.B.
Destination.

C. [Shipping Instructions]{.underline}. All shipments to the
Tri-Laboratories shall be shipped by Subcontractor's vehicles or
licensed common carriers selected by the Subcontractor.

D. [Shipping Charges]{.underline}. Shipping charges shall be for the
account of the Subcontractor.

ARTICLE 8 -- COORDINATION AND ADMINISTRATION

A. The University Procurement Representative for this Subcontract is
Gary Ward. All matters relating to the administration, performance and
non-technical interpretation of this Subcontract shall be referred to
the University Procurement Representative. The Subcontractor shall
direct all notices and requests for approval to the University
Procurement Representative. The University Procurement Representative
will issue any notices or non-technical approvals to the Subcontractor.

B. The University Technical Representative for this Subcontract is Dr.
Mark Seager. The University 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 University Technical
Representative will issue all technical direction in writing.

C.  The University Technical Representative is not authorized to issue
    any technical direction which would: (1) constitute an assignment of
    work outside the general scope of the work covered by this
    Subcontract; (2) change the description of the work to be performed
    or any applicable drawings, designs, and specifications; (3) change
    the time or place of performance; the method of shipment or
    packaging, or the place of inspection, delivery or acceptance; (4)
    increase the estimated cost for performance of the work 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 authorized by a written modification to
    this Subcontract issued by the University Procurement
    Representative.

D. The SNL Technical Representative for this Subcontract is Dr. James
Ang. The LANL Technical Representative for this Subcontract is Dr. Josip
Loncaric. The SNL and LANL Technical Representatives are responsible for
determining acceptance of deliverables and services at their respective
sites. The SNL and LANL Technical Representatives are subject to the
limitations described in Paragraph C. above.

ARTICLE 9 -- REPORTS AND SOFTWARE UPDATES

A. Reports and Software Updates

The Subcontractor shall submit reports and software updates as described
in the Statement of Work.

B. Distribution of Reports and Software Updates

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

<josip@lanl.gov>

<jaang@sandia.gov>

<leininger2@llnl.gov>

<seager1@llnl.gov>

<ward31@llnl.gov>

jafries@sandia.gov

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 University Procurement Representative.

C. Interim Reports

It is understood that 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 10 -- PROPERTY

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

Subcontractor Acquired Property

**NONE**

> University Furnished Government Property

**NONE**

B. All property acquired by the Subcontractor and/or furnished by the
University shall be identified, utilized, accounted for, and
dispositioned in accordance with the clause of the GENERAL PROVISIONS
entitled *Government Property (FIXED-PRICE CONTRACTS)*. Disposition
directions and authorization will be provided by the University\'s
Property Management Department.

article 11 -- Approval of Technical Data

If this Subcontract requires the Subcontractor to furnish any drawings,
specifications, diagrams, layouts, schematics, descriptive literature,
illustrations, schedules, performance or test data, or other technical
data for approval by the University prior to Subcontractor performance,
the approval of the data by the University shall not relieve the
Subcontractor from responsibility for any errors or omissions in such
data or from responsibility for complying with the requirements of this
Subcontract, except as specified below. Any work done prior to such
approval shall be at the Subcontractor\'s risk.

If the data includes any variations from the Subcontract requirements,
the Subcontractor shall describe such variations in writing at the time
of submission of the data. If the University approves any such
variation(s), a change order to the Subcontract shall be issued by the
University and, if appropriate, a bilateral modification to the
Subcontract shall be negotiated.

**[ARTICLE 12 -- ACCESS TO LLNL COMPUTER RESOURCES]{.underline}**

A. The performance of this Subcontract may require Subcontractor
personnel (including lower-tier subcontractor personnel) to use or
connect with LLNL computer resources (i.e., computers or computer
networks). Any such access and use shall be in accordance with and
subject to LLNL Cyber Security Program (LLNL CSP) requirements,
including the following:

> 1\. Approval to access specific LLNL computer resources shall be
> obtained from the appropriate LLNL Information Systems Security
> Officer (ISSO), through the University Technical Representative.
>
> 2\. Access to LLNL computer resources by Subcontractor personnel is
> only permitted as required to perform the work authorized under this
> Subcontract. Classified computer resources or information shall not be
> accessed or attempted to be accessed without specific written
> authorization from the LLNL CSP. Personal and non-work-related use of
> LLNL computer resources by Subcontractor personnel is prohibited.
>
> 3\. Only Subcontractor personnel who are U.S. citizens may access or
> use LLNL computer resources, unless specific written authorization is
> granted for each non-U.S. citizen by the LLNL CSP.
>
> 4\. Only the approved Open Terminal Server (OTS) modem pool method
> shall be used to access unclassified LLNL resources via modems. All
> unclassified computer systems with modems other than facsimile
> machines must be configured with auto-answer turned off. Modems are
> prohibited on classified systems.
>
> 5\. All software used by Subcontractor personnel on LLNL computer
> resources must be appropriately acquired and used according to the
> applicable licensing agreements.
>
> 6\. All information or data furnished by the University or obtained
> from or developed on a LLNL computer resource by Subcontractor
> personnel shall be treated as confidential and protected by the
> Subcontractor to prevent disclosure to any persons other than those
> authorized by the University.
>
> 7\. Computer passwords used by Subcontractor personnel for LLNL
> computer resources shall comply with the applicable rules and be
> protected to prevent disclosure to other persons. If a computer
> password is disclosed, or disclosure is suspected, the Subcontractor
> shall immediately notify the University Technical Representative and
> arrange for replacement of the password.

8\. The use at the LLNL of any non-LLNL computing or video conferencing
equipment with electronic data transfer capabilities (e.g., personal
computers, including portables, laptops, electronic notebooks, personal
digital assistants, and handhelds) may not be connected to or used to
communicate with any LLNL computer resources without the written
approval of the University Technical Representative and the LLNL CSP.

B. These requirements shall be applicable whether such access is at the
LLNL, at the Subcontractor\'s facility, or elsewhere; and shall be
applicable to lower-tier subcontractors and their personnel whose work
requires access to LLNL computer resources. The Subcontractor shall
report any suspected or actual computer security incident as soon as
possible to the appropriate ISSO or, if the ISSO is not available, then
directly to the LLNL CSP.

C. The University may monitor the use of LLNL computer resources by
network operating software, reviewing the contents of all LLNL computer
resources and any computers used to access LLNL computer resources, and
other appropriate means.

D. If the Subcontractor does not comply with the provisions of this
article, the University may withdraw the Subcontractor\'s access to LLNL
computer resources. Misuse of LLNL computer resources may be a violation
of law and could result in appropriate action, including termination for
default and/or criminal prosecution.

**[ARTICLE 13 -- ACCESS TO LANL AND SNL COMPUTER
RESOURCES]{.underline}**

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. Subcontractor
personnel (including lower-tier subcontractor personnel) shall complete
COM100 Integrated Computer and Information Security Training (to be
completed every 12 months) before using SNL computer resources.

**[ARTICLE 14‑ DEBARMENT ELIGIBILITY CERTIFICATION]{.underline}**

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 for the award of contracts (including subcontracts) by any
agency of the Federal Government.

ARTICLE 15 - Observation at the SUBCONTRACTOR'S Facilities

The University reserves the right to observe and witness all phases of
the manufacturing of the Ordered Items, including design, fabrication,
assembly, testing, and inspection, conducted at the Subcontractor's
facility or at any of its lower-tier subcontractors' facilities.

**[ARTICLE 16 -- OPEN SOURCE SOFTWARE LICENSE]{.underline}**

The University and the Subcontractor agree that any modification to, or
derivative of, open source software first produced in the performance of
this Subcontract shall be subject to the same license terms of the open
source software upon which the modification or derivative is based.

**[ARTICLE 17 -- ON SITE PARTS CACHE]{.underline}**

A.  The Subcontractor shall provide and replenish spare parts caches at
    LLNL, LANL, and SNL, as described in the Statement of Work.

B.  The Subcontractor's obligation to replenish the spare parts caches
    shall expire three years after the date of final cluster acceptance,
    which includes any option(s) the University may exercise under this
    Subcontract.

C.  Title to the spare parts shall vest in the Government upon delivery
    at the Tri-Laboratories. Title to failed parts returned (for
    replacements received) by the Tri-Laboratories shall vest in the
    Subcontractor upon shipment from the Tri-Laboratories. The
    Subcontractor agrees that the Tri-Laboratories shall not return
    failed hard disks nor FRUs with non-volatile memory used to store
    classified information.

**[ARTICLE 18 - INFORMATION TECHNOLOGY USING INTERNET PROTOCOL
TECHNOLOGY]{.underline}**

A. If this Subcontract involves the acquisition of Information
Technology (IT), as defined in Federal Acquisition Regulation 2.101,
that uses Internet Protocol (IP) technology, the Subcontractor agrees
that: (1) all deliverables that involve IT that uses IP (products,
services, software, etc.) will comply with IPv6 standards and
interoperate with both IPv6 and IPv4 systems and products; and (2) the
Subcontractor has IPv6 technical support for development and
implementation and fielded product management available. If the
Subcontractor plans to offer a deliverable that involves IT that is not
initially compliant, the Subcontractor agrees to: (1) obtain the
University Procurement Representative's approval before starting work on
the deliverable; (2) provide a migration path and firm commitment to
upgrade to IPv6 for all application and product features by June 2008;
and (3) have IPv6 technical support for development and implementation
and fielded product management available.

B. Should the Subcontractor find that the Statement of Work or
specifications of this Subcontract do not conform to the IPv6 standard,
the Subcontractor must notify the University Procurement Representative
of such nonconformance and act in accordance with her/his instructions.

**[ARTICLE 19 -- INSURANCE AND INDEMNIFICATION]{.underline}**

A. Indemnification

> The Subcontractor shall defend, indemnify and hold harmless the
> University and U.S. Government, Sandia Corporation, Los Alamos
> National Security, LLC., and its members, Bechtel National, Inc.,
> Washington Group International, Inc., and BWX Technologies, their
> officers, employees and agents from and against all losses and
> expenses (including costs of attorney\'s fees), damages and
> liabilities of any kind resulting from or arising out of this
> Subcontract and/or the Subcontractor\'s performance hereunder
> (including but not limited to injury or death of any person or damage
> or loss of any property), provided such losses, expenses, damages and
> liabilities are due or claimed to be due to the negligent or willful
> acts or omissions of the Subcontractor, its officers, employees,
> agents, lower-tier subcontractors, or anyone directly or indirectly
> employed by them, or any person or persons under the Subcontractor\'s
> direction and control.

B. Insurance

> 1\. [Types of Coverage]{.underline}
>
> The Subcontractor shall maintain insurance for its protection and for
> the protection of the University, Sandia Corporation, Los Alamos
> National Security, LLC and the U.S. Government from public liability
> and workers' compensation claims at all times during performance of
> this Subcontract.
>
> The Subcontractor shall at its expense 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.
>
> a\. [Commercial General Liability Insurance]{.underline} [Minimum
> Limit]{.underline}

-   Per Occurrence \$ 1,000,000

-   Products/Completed Operations Aggregate \$ 1,000,000

-   Personal and Advertising Injury \$ 1,000,000

-   General Aggregate \$ 1,000,000

> b\. [Business Automobile Liability Insurance]{.underline} [Minimum
> Limit]{.underline}

-   Per Occurrence \$ 1,000,000

> The automobile liability insurance shall cover liability to third
> parties related to the Subcontractor's use of owned, scheduled,
> non-owned, or hired vehicles.
>
> c\. [Workers\' Compensation]{.underline} (As required under California
> State law or other applicable State law for any work not performed in
> California). The workers' compensation insurance shall include the
> following minimum coverage:
>
> [Minimum Limit]{.underline}

-   Coverage B -- Employer\'s Liability, Per Accident \$ 1,000,000

-   Bodily Injury by Disease, Per Employee \$ 1,000,000

-   Bodily Injury by Disease, Aggregate \$ 1,000,000

> 2\. [Certificates of Insurance and Other Conditions]{.underline}
>
> The general liability insurance shall include a "**waiver of
> subrogation**" provision and name The Regents of the University of
> California, Sandia Corporation, Los Alamos National Security, LLC and
> the U.S. Government as \"**additional insureds**\", protecting them
> against losses, expenses, damages and liabilities arising out of the
> Subcontract activities, whether performed by the Subcontractor or its
> lower-tier subcontractors.
>
> Any such insurance shall be primary to any insurance carried by The
> Regents of the University of California, Sandia Corporation, Los
> Alamos National Security, LLC or the U.S. Government
>
> The required insurance shall be obtained from insurance companies
> authorized to do business in California that have an A.M. Best rating
> of A- VIII or better, or an equivalent Standard & Poor's rating of AA
> or better, or Moody's rating of Aa or better.
>
> Unless otherwise indicated in the Subcontract, prior to commencement
> of any work at a University controlled or U.S. Government owned or
> leased premises, the Subcontractor shall provide the University
> Procurement Representative with certificate(s) of insurance for all
> the types of required insurance, issued by properly authorized
> representatives. The certificate(s) of insurance shall specifically
> confirm the "waiver of subrogation" and "additional insured"
> obligations and be accompanied by any necessary endorsements. The
> certificate(s) of insurance shall be sent to the University
> Procurement Representative named in the Subcontract at the following
> address:
>
> University of California
>
> Lawrence Livermore National Laboratory
>
> 7000 East Avenue / P.O. Box 5012
>
> Livermore, CA 94550 / 94551
>
> The Subcontractor shall provide written notification to the University
> at least 30 days in advance of any modification, change, or
> cancellation of any of the insurance coverage. Any such notification
> by an insurance agent or other insurance company representative shall
> be in addition to, and shall not satisfy, the Subcontractor's
> obligation to provide a written notification.
>
> The insurance shall not be written on a claims made form or subject to
> a Self-Insured Retention (SIR) or deductible of \$100,000 or more
> without the written approval of the University Procurement
> Representative.
>
> The stipulation of required coverage and limits of insurance shall not
> in any way limit the liability of the Subcontractor.
>
> 3\. [Lower-Tier Subcontractor Insurance]{.underline}
>
> Before permitting any lower-tier subcontractor, other than a seller or
> vendor of standard commercial items and supplies, to perform any work
> under this Subcontract, the Subcontractor shall require the lower-tier
> subcontractor to furnish to the Subcontractor satisfactory evidence
> that the lower-tier subcontractor has obtained and maintains insurance
> consistent with the above specified types and amounts for all work
> that the lower-tier subcontractor will perform under this Subcontract.

ARTICLE 20 -- GENERAL PROVISIONS

A. The clauses incorporated by reference in the attached 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 or the generation of
classified information or access to "limited" or "exclusion" security
areas. Accordingly, the clauses listed in the GENERAL PROVISIONS related
to such work shall not apply.

(END OF SCHEDULE OF ARTICLES)