Enclosure 1 - Draft Contract.pdf

Enclosure 1

Rev. 9.4, February 2018 1

Buyer Amount Contract Number Francine Militscher TBD 372427

BROOKHAVEN NATIONAL LABORATORY

Brookhaven Science Associates P.O. Box 5000

UPTON, L.I., N.Y. 11973-5000

Name and Address of Contractor

CONTRACT

This Contract (the "Contract") is between the party named above (the "Contractor"), and Brookhaven Science Associates, LLC. ("BSA"), the latter acting under Prime Contract with the United States of America (the "Government") represented by the United States Department of Energy ("DOE”).

I. SCOPE OF WORK

The Contractor shall be responsible for the designing, manufacturing, inspecting, testing, and delivery of the Electron Beam Ion Source (EBIS) collector Power Supply as noted herein in support of the large accelerator system located at Brookhaven National Laboratory (BNL).

All work shall be conducted in strict accordance with Attachment (A) Brookhaven National Laboratory (BNL) Statement of Work for the EBIS Collector Power Supply, E1160700SOW , dated 10/9/2019 Revision B , , Attachment (B) BNL Specification for the EBIS Collector Power Supply, Spec-CAD-1351, dated 11/4/2019, Revision B, and Attachment (C) BNL Supplier Quality Assurance Requirements (BNL-QA-101) dated 1/2020 all incorporated herein by reference.

A. Reports/Deliverables: The Contractor shall provide the following deliverable(s) to and as directed by BSA’s Technical Representative:

Item and Description Due Date after receipt of award (ARO)

Project Plan 2 weeks ARO Technical & Progress Teleconference 2 weeks ARO/ Monthly there after Performance Reports 5th of each month after receipt of The Program Plan Manufacturing/Inspection/Test Plan 6 weeks ARO Draft Preliminary Design Review Report 5 working days prior to PDR Preliminary Design Review Report 5 working days after PDR Draft Final Design Review Report 5 working days prior to FDR Final Design Review Report 5 working days after the FDR Delivery Of equipment 30 weeks ARO Delivery of End Item Documentation 30 weeks ARO

Rev. 9.4, February 2018 2

II. PERIOD OF PERFORMANCE:

This Contract shall be effective as of the date executed by BSA provided that the Contractor executes the Contract without exception or alteration. It shall remain in effect

TBD.

III. FIRM FIXED PRICE AND PAYMENT

A. Firm Fixed Price: In full consideration of the Contractor's performance hereunder BSA shall pay the Contractor the firm fixed price of TBD-- ($00). The said sum shall constitute full compensation for all services and materials furnished hereunder.

B. Payment: Payment will be made upon receipt and approval of properly certified invoices. Payment will be in accordance with the following milestone payment schedule:

Description Extended Price

Receipt and Approval of the Program Plan

Manufacturing/Inspection /Test Plan

Preliminary Design Review Report

Receipt and Approval of Final Design Review Report

Acceptance Testing Completed and Accepted

Delivery, Receipt and Approval of the EBIS Power Supply at

BNL

Delivery Receipt and Approval of all end Item Documentation-

TOTAL ……..

PRICE

Rev. 9.4, February 2018 3

Payment terms are Net 30.

Invoices shall be directed to BSA’s Accounts Payable Section via electronic or regular mail.

Electronic invoice submittal is preferred by BSA. The Contractor shall make every effort to have systems in place that allow for electronic invoice transmittal.

Invoices shall be submitted in PDF format, via e-mail, to apinvoices@bnl.gov.

Hard copy invoices, in duplicate, shall be directed to BSA's Accounts Payable Section, Contracts Division, Bldg. No. 400d.

The Contractor shall indicate the final invoice by clearly marking such invoice as "FINAL". A copy of the final invoice must be submitted to BSA’s Contractual Representative.

C. Freight: Freight terms shall be (for North American shipments insert: ) FOB BSA

National Laboratory, 98 Rochester Street, Upton, Long Island, New York. Freight Prepaid, (for foreign shipments: “DAP” Delivered At Place, BSA National Laboratory, 98 Rochester Street, Upton, Long Island, New York.

D. Shipping and Labeling: Unless otherwise specified, standard Shipping

Instructions apply. Standard Shipping Instructions are provided athttp:/www.bnl.gov/ppm/linkable_files/pdf/ShippingInstructions.pdf.

Two (2) weeks prior to delivery of all items the contractor shall contact BSA as to the type of freight carrier that will be used.

Delivery Hours:

All deliveries must arrive at BSA National Laboratory (BNL), at the above address, Building 98 between the hours of 8:00 am to 11:45 am or from 12:30 pm to 4:00 pm EST, Monday through Friday. Any delivery outside normal delivery hours will NOT be accepted unless advanced notification was provided and arrangements were made through Receiving (631-344-2310, 631-344-4336, or 631-344-2300 or via email at: PPMTraffic@BNL.gov).

Special Notification of Delivery:

Advanced Notice, within 72 hours of expected delivery to BNL, shall be provided by the supplier or shipper to BSA’s Receiving department either by telephone at:

631-344-2310, 631-344-4336, or 631-344-2300, OR via email at:

PPMTraffic@BNL.gov due to weight, size, and/or volume parameters of the end item(s) requiring special material handling/rigging by BSA personnel. Failure to contact BSA will result in delays during delivery and demurrage will be at the supplier’s/shipper’s expense.

Package Labeling Requirements:

All packages delivered to BNL must be labeled with the complete Purchase http://www.bnl.gov/ppm/linkable_files/pdf/ShippingInstructions.pdf http://www.bnl.gov/ppm/linkable_files/pdf/ShippingInstructions.pdf mailto:PPMTraffic@BNL.gov mailto:PPMTraffic@BNL.gov

Rev. 9.4, February 2018 4

Order/Contract Number as a minimum. Each shipping container (transport package) with a gross weight equal to or greater than 400 pounds (180 kilograms) must be marked with the center of gravity and gross weight on at least one side, or end panel in addition to meeting the requirements of the latest revision of ASTM Standard D 3951-98, Standard Practice for Commercial Packaging. This applies to any item shipped (originally packaged or repackaged) to BNL or other locations cited in the purchase order or contract.

Ocean Shipments:

For foreign shipments that will be transported via ocean freight the 10-2 REQUIREMENTS Form located at http://www.bnl.gov/ppm/linkable_files/pdf/TenTwoForm.pdf must be completed by the supplier 72 hours before departure of the vessel. The form can either be faxed to Interfreight Harmonized Logistics, Inc. at 516-371-6880 or emailed to tom@interfreight.net. A copy should also be emailed to PPMTraffic@BNL.gov.

Once the form is submitted to customs an acceptance number will be given. No freight will be loaded on a vessel without this acceptance number.

Special notice regarding 10-2 Form: On July 9, 2013 US Customs and Border Protection began full enforcement of Importer Security Filing (ISF) and will assess liquidated damages for violations. Failure to submit the 10-2 Form may result in fines from $5,000 up to $15,000. It is the Contractor’s responsibility to make sure Form 10-2 is submitted 72 hours prior to the vessel sailing. BSA shall withhold payment from the Contractor’s final invoice for any penalties incurred by BSA due to late or incorrect ISF filing by the Contractor. For more information go to http://www.cbp.gov/xp/cgov/trade/cargo_security/carriers/security_filing/sfi_carri ers_lp.xml

All Ocean Bill of Ladings and Airway Bills must be addressed to:

Brookhaven National Laboratory Bldg 98 Upton, New York 11973

In addition, the Contractor must notify:

Interfreight Harmonized Logistics Inc.

221 Sheridan Blvd.

Inwood, NY 11096 / USA Phone 1-516-371-0775

The Contractor must fax or e-mail immediately to Interfreight copies of:

Ocean Bill of lading or Airway Bill Commercial Invoice Packing List Fax 1-516-371-6880 e-mail Tom@interfreight.net http://www.bnl.gov/ppm/linkable_files/pdf/TenTwoForm.pdf http://www.bnl.gov/ppm/linkable_files/pdf/TenTwoForm.pdf http://www.cbp.gov/xp/cgov/trade/cargo_security/carriers/security_filing/sfi_carriers_lp.xml http://www.cbp.gov/xp/cgov/trade/cargo_security/carriers/security_filing/sfi_carriers_lp.xml http://www.cbp.gov/xp/cgov/trade/cargo_security/carriers/security_filing/sfi_carriers_lp.xml http://www.cbp.gov/xp/cgov/trade/cargo_security/carriers/security_filing/sfi_carriers_lp.xml

Rev. 9.4, February 2018 5

IV. AUTHORIZED REPRESENTATIVES

A. BSA’s Technical Representative: ____________ of the __________, located in Building __________ is BSA's Technical Representative, hereunder. (He/She) shall act as liaison between BSA and the Contractor in technical matters only.

(He/She) can be reached at __________(phone), ___________(e-mail).

B. BSA’s Contractual Representative: Francine Militscher, located in Building

902B, telephone no. 631-344-5538, Militscher@BNL.gov (e-mail), is BSA's Contractual Representative. Any change or modification in the terms and conditions of this contract shall require the written approval of BSA's Procurement and Property Management Division’s Manager, or his designee.

C. Contractor’s Technical Representative: ________ is the Contractor’s authorized Technical Representative, hereunder. (He/She) shall act as point of contact between BSA and the Contractor in technical matters only. (He/She) can be reached at ________(phone), _____(e-mail).

D. Contractor’s Contractual Representative: ______________is the Contractor’s authorized Contractual Representative, hereunder. (He/She) shall act as liaison between BSA and the Contractor. (He/She) can be reached at _______(phone), ____________(e-mail).

V. PATENT CERTIFICATION

Upon contract expiration and completion of all work authorized under this contract, the Contractor shall complete and execute the attached “Patent Certification” clearance form Attachment D and forward it to the Contractual Representative. Failure to do so may result in the withholding of final payment or a portion thereof.

VI. GOVERNMENT PROPERTY

If requested by BSA, the Contractor shall submit a copy of its procedures for control of Government property to the BSA contractual representative within 30 days after receipt of this Contract/purchase order. At the conclusion of this Contract the Contractor shall submit a list of any/all Contractor acquired Government property purchased with the funding provided under this Contract utilizing the Government Equipment Acquisition Report Form- Accountability and Disposition, or equivalent, within 30 days.

(Use if Government Property is supplied by BSA or transferred from another Government contract.)

In support of the Contractor’s work hereunder, BSA has provided to the contractor on a temporary basis the following Government Owned Property/Government Furnished Material, _____________. The Contractor shall maintain adequate property controls in accordance with the Article entitled, “Government Property” of the General Terms and Conditions of this contract.

Rev. 9.4, February 2018 6

VII. ADDITIONAL TERMS

The provisions of Brookhaven Science Associates, LLC General Terms and Conditions for Non-Commercial Items, (Revision 18.2 dated Sept 2019) with the article Titled:

Rights in Data Facilities, are incorporated herein and made a part hereof.

This Contract is issued pursuant to Brookhaven Science Associates General and/or Supplemental terms and conditions listed above which are incorporated herein by reference. The complete text of these terms and conditions can be viewed via the internet at: http://www.bnl.gov/ppm/T-Cs/t-c.asp. Should the Contractor have any questions and/or not have access to these terms and conditions, contact the buyer or contracts specialist immediately.

The following documents attached hereto and made a part hereof, contain additional provisions of this contract:

Attachment (A) Brookhaven National Laboratory (BNL) Statement of Work for the EBIS Collector Power Supply, E1160700SOW, dated 10/9/2019 Revision B

Attachment (B) BNL Specification for the EBIS Collector Power Supply, Spec-CAD- 1351, dated 11/4/2019, Revision B

Attachment (C) BNL Supplier Quality Assurance Requirements (BNL-QA-101) dated 1/2020 all incorporated herein by reference.

Attachment (D) BNL Patent Certification AMS Form 032 Revision 1.0 dated 7/19/17

Attachment (E) Small Business Subcontracting Plan

This Contract does not bind nor purport to bind the Government of the United States.

ACCEPTED:

CONTRACTOR BROOKHAVEN SCIENCE

ASSOCIATES, LLC.

By: By:

Name: Name:

Title: Title:

Date: Date:

Should you accept this Contract without exception or alteration, one copy of the Contract executed by both parties shall be returned to BSA's Contractual Representative. Should you take any exceptions or attempt to alter the Contract in any manner, BSA's execution thereof shall be null and void. Should you wish to take exception(s)/alteration(s), you shall notify BSA's Contractual Representative. BSA will consider the requested exception(s)/alteration(s) and notify you accordingly. No Contract shall exist unless and until such differences are resolved.