B.1_BSA RFP-473101_Enclosure 1_DRAFT Contract.pdf

Rev. 9.4, February 2018 1

BSA

Contractual

Representative

FFUP Funded Amount

Cost- Reimbursable

Ceiling Amount

Contract Type Contract Number

Cassandra Smith

TBD TBD Hybrid (Firm-Fixed- Unit-Price & Cost-

Reimbursable)

473101

BROOKHAVEN NATIONAL LABORATORY

Brookhaven Science Associates

P.O. Box 5000

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

Name and Address of Contractor

SAM UEI:

CONTRACT

This Contract ("Contract") is entered into between the party identified above ("Contractor") and Brookhaven Science Associates, LLC ("BSA"), the Contractor operating Brookhaven National Laboratory under Prime Contract No. DE-SC0012704 with the United States Department of Energy ("DOE").

I. SCOPE OF WORK

The Contractor shall provide all resources necessary to administer and manage BSA's Relocation Assistance Program.

All work shall be performed in strict accordance with Attachment (2), Statement of Work, dated June 23, 2026, and Attachment (3), BNL Supplier Quality Assurance Requirements (BNL-QA- 101), dated April 2025.

II. PERIOD OF PERFORMANCE

This Contract shall become effective upon execution by BSA, provided the Contractor executes the Contract without exception or alteration.

The base period of performance shall commence __________ and remain in effect through

BSA may, at its sole discretion, extend the Contract by exercising up to four (4) one-year option periods by written modification and pricing agreed to at the time of award. If all option periods are exercised, the Contract may continue through __________.

III. PRICING, LIMITATION OF COST, AND PAYMENT

A. Contract Pricing

DRAFT

Rev. 9.4, February 2018 2

Compensation for the services performed under Attachment (2), Statement of Work, shall consist of (1) Firm-Fixed-Unit-Price (FFUP) Services and (2) Cost-Reimbursable Relocation Expenses.

1. Firm-Fixed-Unit-Price (FFUP) Services

BSA shall pay the Contractor the FFUP awarded under this Contract.

The FFUP are fully burdened and include all labor and all other costs necessary to perform the required services, except for authorized Cost-Reimbursable Relocation Expenses described in Section III.A.2.

The applicable FFUP shall be based on the relocation package authorized by BSA.

Service Category Unit Price (U.S.

Dollars)

Domestic Relocation Assistance Package (CONUS) $____________ International Relocation Assistance Package (OCONUS) $____________ Post-Doctoral Relocation Assistance Package (CONUS or

OCONUS) $____________

The amount currently funded under this Contract for FFUP Services is TBD U.S. Dollars

($TBD).

2. Cost-Reimbursable Relocation Expenses

In addition to the FFUP Services, BSA shall reimburse the Contractor for actual, allowable, allocable, and properly documented relocation expenses incurred with employees authorized by BSA to receive relocation assistance.

Only expenses authorized by BSA and supported by appropriate documentation shall be eligible for reimbursement. Reimbursement shall be limited to the Contractor's actual costs paid and not include markups, administrative fees, profit, or other indirect charges.

The ceiling amount for Cost-Reimbursable Relocation Expenses under this Contract is TBD U.S.

Dollars ($TBD).

The Contractor shall not incur Cost-Reimbursable Relocation Expenses in excess of the authorized ceiling without prior written authorization from the BSA Contractual Representative.

B. Limitation of Cost

The Contractor agrees to use its best efforts to perform the services within the amount currently funded under this Contract for FFUP Services and within the authorized ceiling established for Cost-Reimbursable Relocation Expenses.

If the Contractor has reason to believe that the funded amount for FFUP Services will be exhausted or that cumulative Cost-Reimbursable Relocation Expenses will exceed seventy

Rev. 9.4, February 2018 3 percent (70%) of the authorized ceiling, the Contractor shall promptly notify the BSA Contractual Representative in writing.

The Contractor shall not continue performance or incur Cost-Reimbursable Relocation Expenses beyond the funded amount or authorized ceiling without prior written authorization from the BSA Contractual Representative.

Any work performed or costs incurred in excess of the funded amount or authorized ceiling shall be at the Contractor's sole risk and may not be reimbursed by BSA.

C. Payment

The Contractor shall submit invoices monthly, unless otherwise directed by BSA. Payment shall be made upon receipt and approval of a proper invoice.

Prior to submitting an invoice for Cost-Reimbursable Relocation Expenses, the Contractor shall review and validate all such expenses to ensure costs are authorized, allowable, and supported by appropriate documentation.

Each invoice shall separately identify FFUP Services and Cost-Reimbursable Relocation Expenses and shall include, as applicable:

• Relocation Authorization or Case Number;

• Service Category;

• Amount Due for FFUP Services;

• Itemized Cost-Reimbursable Relocation Expenses;

• Date(s) Incurred; and

• Supporting documentation, including applicable invoices and receipts, for all Cost-

Reimbursable Relocation Expenses.

Payment terms shall be Net TBD.

Invoices shall be submitted electronically in PDF format to apinvoices@bnl.gov, unless otherwise directed by BSA.

The Contractor shall clearly identify the final invoice by marking it "FINAL." A copy of the final invoice shall also be provided to the BSA Contractual Representative.

V. AUTHORIZED REPRESENTATIVES

A. BSA Technical Representative Name: TBD Email: TBD Phone: TBD

The BSA Technical Representative shall act as liaison between BSA and the Contractor on technical matters only and is not authorized to modify the terms and conditions of this Contract.

B. BSA Contractual Representative Cassandra Smith mailto:apinvoices@bnl.gov

Rev. 9.4, February 2018 4

Email: csmith2@bnl.gov Phone: (907) 888-3142

The BSA Contractual Representative is the only individual authorized to modify the terms, conditions, scope, price, or period of performance of this Contract.

C. Contractor Technical Representative Name: TBD Email: TBD Phone: TBD

The Contractor Technical Representative shall serve as the primary point of contact for technical matters under this Contract.

D. Contractor Contractual Representative Name: TBD Email: TBD Phone: TBD

The Contractor Contractual Representative shall serve as the Contractor's authorized representative for all contractual matters.

VI. ADDITIONAL TERMS

The Brookhaven Science Associates, LLC General Terms and Conditions for Commercial Items and Services (Rev. 24, April 2026) are incorporated herein and made a part of this Contract.

The Contractor shall make every reasonable effort to ensure an orderly transition and the uninterrupted continuation services to any successor Contractor.

VII. INCORPORATED DOCUMENTS

The following documents are incorporated into and made a part of this Contract:

• Attachment (1) – BSA Commercial Terms and Conditions (Rev. 24, April 2026)

• Attachment (2) – Statement of Work, dated June 23, 2026 ((with appendix’s A & B)

• Attachment (3) – BNL-QA-101 dated April 2025

This Contract does not bind or purport to bind the United States Government.

ACCEPTED:

CONTRACTOR BROOKHAVEN SCIENCE

ASSOCIATES, LLC for

BROOKHAVEN NATIONAL

LABORATORY

Printed Name: Printed Name: Cassandra Smith

Signature: Signature:

mailto:csmith2@bnl.gov

Rev. 9.4, February 2018 5

Title: Title: Contractual Representative

Date: Date:

The Contractor shall sign and return one (1) copy of this Contract via email to the attention of Cassandra Smith, Contractual Representative, Procurement and Property Management (PPM) Division, at csmith2@bnl.gov.

mailto:csmith2@bnl.gov

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 1 of 20

ATTACHMENT 1

BROOKHAVEN SCIENCE ASSOCIATES, LLC

GENERAL TERMS AND CONDITIONS

FOR COMMERCIAL PRODUCTS AND SERVICES

AT

BROOKHAVEN NATIONAL LABORATORY

Table of Contents Article 1 DEFINITIONS Article 2 ORDER OF PRECEDENCE Article 3 ACCEPTANCE OF AGREEMENT, SURVIVABILITY Article 4 COMPLETE AGREEMENT Article 5 UNAUTHORIZED OBLIGATION Article 6 RESPECTFUL WORKPLACE POLICY Article 7 REPORTING ENVIRONMENTAL, SAFETY, HEALTH AND TECHNICAL Article 8 ASSIGNMENT Article 9 DISPUTES Article 10 EXCUSABLE DELAYS Article 11 TERMINATION FOR CONVENIENCE Article 12 TERMINATION FOR DEFAULT Article 13 ALLOWABLE COST Article 14 FEE Article 15 NO FEE Article 16 LIMITATION OF COST AND FUNDS Article 17 PAYMENT Article 18 CHANGES Article 19 INSPECTION Article 20 TAXES Article 21 TITLE AND RISK OF LOSS Article 22 WARRANTY Article 23 LIMITATION OF LIABILITY Article 24 COMPLIANCE WITH LAWS Article 25 COMPLIANCE WITH INTERNET PROTOCOL Article 26 AUTHORIZATION AND CONSENT Article 27 INDEMNITY FOR DEFECTIVE COST OR PRICING DATA Article 28 LIABILITY WITH RESPECT TO COST ACCOUNTING STANDARDS Article 29 PATENT INDEMNITY-SUPPLIES AND SERVICES Article 30 REPORTING OF ROYALTIES Article 31 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT Article 32 SUSPECT/ COUNTERFEIT ITEMS Article 33 APPLICABLE LAW Article 34 PRESS RELEASES AND OTHER PUBLIC DISSEMINATION OF CONTRACT Article 35 REPORTING EXECUTIVE COMPENSATION Article 36 IDENTIFICATION OF EMPLOYEES Article 37 IMPLEMENTATION OF THE FRAMEWORK FOR NUCLEIC ACID SYNTHESIS 14 Article 38 CLAUSES INCORPORATED BY REFERENCE

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 2 of 20

Article 1 DEFINITIONS The following terms shall have the meanings below:

(a) "Agreement" means the contract; or purchase order; or Basic Ordering Agreement

(BOA); or Task Agreement, and any modifications thereto, including all contract documents (Contract Documents). The Agreement includes without limitation the specifications, drawings, General Terms and Conditions, and any special or supplemental terms and conditions, when incorporated into this Agreement by reference or otherwise.

(b) “BSA” means Brookhaven Science Associates, LLC acting under a Prime Contract between BSA and the United States Government (Government) for the operation of Brookhaven National Laboratory (referred to as Brookhaven, BNL, or Laboratory), and includes the successor to, or any duly authorized representative of BSA. BSA authorized representatives and their roles are listed in the contract document.

(c) “Brookhaven”, “BNL”, or “the Laboratory” refers to the Brookhaven National Laboratory site at Upton, New York.

(d) “BSA’s PPM Division” means the BSA Procurement and Property Management Division (PPM).

(e) “Contract” is the document (including but not limited to contract; or purchase order; or Basic Ordering Agreement (BOA); or Task Agreement) that is executed by both BSA and the Contractor that creates the Agreement.

(f) “Contract Documents” means all documents that comprise this Agreement including without limitation, the specifications, drawings, the General Terms and Conditions and any special or supplemental terms and conditions, when incorporated into this Agreement by reference or otherwise. This Agreement does not bind nor purport to bind the Government.

(g) “Contractor” means any person or organization that has entered into this Agreement with BSA.

(h) “Government” means the United States of America including the U.S.

Department of Energy (DOE) or any duly authorized representative(s) thereof.

(i) “Prime Contract” means the contract between BSA and the Government.

(j) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

Article 2 ORDER OF PRECEDENCE In the event of an inconsistency among provisions of this Agreement, the inconsistency shall be resolved by giving precedence in the following order:

(a) Contract,

(b) Special terms and conditions included in or incorporated by reference in the

Contract,

(c) Supplemental Terms and Conditions,

(d) General Terms and Conditions,

(e) Statement of Work,

(f) Specifications and

(g) Drawings, if any, incorporated in this Agreement by reference or otherwise.

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 3 of 20

Article 3 ACCEPTANCE OF AGREEMENT, SURVIVABILITY

(a) Acceptance of any agreement, defined below, must be in accordance with and strictly limited to these Terms and Conditions, unless modified by Brookhaven Science Associates, LLC. (BSA)

(b) Performance by any Contractor without an executed agreement shall be deemed to be performance in accordance with these Terms and Conditions. However, no payment or reimbursement of any kind whatsoever shall be made to the Contractor without an executed agreement.

Article 4 COMPLETE AGREEMENT This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior oral and written agreements between the parties. It may only be modified in writing executed by both BSA and the Contractor except as otherwise stated herein.

Article 5 UNAUTHORIZED OBLIGATION When any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring BSA or the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability, the following shall govern:

(i) Any such clause is unenforceable against BSA and the Government unless separately and specifically agreed to.

(ii) Neither BSA nor any BSA authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

Article 6 RESPECTFUL WORKPLACE POLICY The Contractor’s admittance to BNL is conditioned on acceptance of BSA’s External Code of Conduct upon site entry registration. BSA is committed to providing a safe work environment for employees, contractors, guests and visitors, that is based on courtesy, civility and respectful communication. Acts or threats of violence, obscene or harassing telephone calls, verbal abuse, and any behavior meant to intimidate others are examples of actions that are prohibited on site at any time. Violators of this policy will be subject to disciplinary action up to and including discharge, debarment from site, or criminal arrest and prosecution. BSA is not responsible for any additional costs incurred by the Contractor due to these disciplinary actions. The Contractor will remain responsible for full performance of the Agreement without modification of the schedule.

Article 7 REPORTING ENVIRONMENTAL, SAFETY, HEALTH AND

TECHNICAL CONCERNS

The Contractor will ensure that all Contractor employees are notified quarterly that they have the right to report environment, safety, health and technical concerns that have not been resolved through routine work processes through the Department of Energy

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 4 of 20

Differing Professional Opinion (DPO) process ((the DOE DPO process can be found in Attachment 2 to DOE O 442.2 Chg 1 (PgChg) and at http://www.directives.doe.gov/directives-documents/400-series/0442.2-BOrder-chg1-pgchg/@@images/file). The notification must provide points of contact (name, phone number and email addresses of DPO Managers) as listed on the DOE DPO web page, as well as the DOE DPO web page address.

Article 8 ASSIGNMENT Neither this Agreement nor any interest therein nor claim there under shall be assigned or transferred by the Contractor except as expressly authorized in writing by BSA, provided that the Contractor or its assignee’s rights to be paid amounts due as a result of performance of this Agreement may be assigned to a bank, trust company or other financing institution, including any federal lending institution. This Agreement is assignable by BSA to the Government or to a successor contractor for the operation of Brookhaven. The Contractor agrees to look solely to the Government or to such successor contractor for payment of the part so assigned, and to execute a novation agreement so recognizing the successor contractor if requested to do so by BSA.

Article 9 DISPUTES The Contractor agrees to submit all disputes, claims or controversies arising out of or relating to this agreement to negotiation and then mediation before bringing any action in court. The Contractor further acknowledges that, in the event it brings any such action in court, it will bring that action in a court sitting in the State of New York, and it further acknowledges that it is hereby waiving any right that it might possess to demand a jury trial for the litigation of that action. The Contractor further acknowledges that it is giving up any rights to judicial remedies and procedures to the extent that this Agreement does not specifically provide for them. The Contractor further acknowledges that its agreement to the provision for this contract is voluntary. Pending settlement or a final judgment, the Contractor shall proceed diligently with the performance hereof according to BSA's decisions and instructions.

Article 10 EXCUSABLE DELAYS The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as acts of God or the public enemy, acts of BSA, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify BSA in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to BSA of the cessation of such occurrence.

Article 11 TERMINATION FOR CONVENIENCE BSA reserves the right to terminate this Agreement, or any part hereof, for its convenience or that of the Government. In the event of such termination, BSA’s Procurement and Property Management Division (PPM) shall deliver a notice specifying

DRAFT

http://www.directives.doe.gov/directives-documents/400-series/0442.2-BOrder-chg1-pgchg/@@images/file http://www.directives.doe.gov/directives-documents/400-series/0442.2-BOrder-chg1-pgchg/@@images/file

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 5 of 20 the extent of the termination and its effective date. The Contractor shall immediately stop all work so terminated and shall immediately cause any and all of its affected suppliers and subcontractors to cease work. Subject to the terms of this Agreement, BSA shall be liable only for payment under the payment provisions of this Agreement for services rendered prior to the notice of termination, plus reasonable charges that the Contractor can demonstrate to BSA’s satisfaction using its standard record keeping system, have resulted from the termination. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. In no event shall the agreed amount exceed the total price of the Agreement.

Article 12 TERMINATION FOR DEFAULT

(a) Ten days after giving the Contractor written notice of its intent, BSA may terminate this Agreement for default, in whole or in part, if the Contractor fails to comply with any of the terms of this Agreement, fails to make progress so as to endanger performance of this Agreement or fails to provide adequate assurance of future performance. In this event, BSA shall not be liable for any services or supplies not accepted.

(b) If this Agreement is terminated for default, BSA may require the Contractor to deliver any supplies and materials, manufacturing materials, and manufacturing drawings that the Contractor has specifically produced or acquired for the terminated portion of this Agreement. BSA shall pay the agreed-upon price for services performed and accepted in addition to completed supplies delivered and accepted. BSA and the Contractor shall agree on the amount of payment for all other deliverables.

(c) BSA’s rights and remedies under this Article are in addition to any other rights and remedies provided by law or under this Agreement.

Article 13 ALLOWABLE COST For Cost Type Contracts:

(a) The Contractor shall submit invoices in reasonable detail to the address indicated in the Agreement as work progresses. A statement of the claimed allowable cost for performing the work under this Agreement shall accompany each invoice. If applicable, invoices shall include a list of the property acquired by the Contractor to which title vests in the Government in accordance with the Government Property clause of this Section. Invoices may be submitted once every month (or at more frequent intervals if approved by BSA). Payments may be made by check or electronic funds transfer, at BSA’s option. Payment shall be deemed to have been made as of the date of mailing or date on which an electronic funds transfer was made.

(b) For reimbursement of work performed under this Agreement, BSA shall pay the Contractor allowable costs in accordance with this Agreement and Subpart 31.2 of the FAR as supplemented by Subpart 931.2 of the DEAR in effect on the date of this Agreement. The term “cost” includes only:

(i) costs the Contractor has paid for items or services directly for the

Agreement at the time of the invoice, and

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 6 of 20

(ii) provided the Contractor is not delinquent in paying costs of Agreement performance in the ordinary course of business, costs incurred but not necessarily paid for materials from Seller’s inventory, direct labor, direct travel, other direct in-house costs, allocable and allowable indirect costs.

Costs and expenses incurred by BSA that are determined by DOE to be unallowable that result from the acts or omissions of the Contractor or its subcontractors may be recovered by BSA from the Contractor.

(c) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the FAR in effect for the applicable period.

Within 90 days after expiration of each of its fiscal years, the Contractor shall submit proposed final indirect cost rates for that period and supporting cost data to BSA or the cognizant audit agency, whichever applies. The Contractor and BSA (or the cognizant audit agency) shall determine and execute a written understanding of the final indirect cost rates.

(d) Quick close-out procedures of Subpart 42.7 of the FAR may be used.

(e) At any time before final payment, BSA may have the Contractor’s invoices and statements of cost audited. Any payment may be reduced by amounts found by BSA not to constitute allowable costs or adjusted for prior overpayments or underpayments.

(f) The Contractor shall submit a completion invoice no later than one year from the completion date. On approval of that invoice and the Contractor’s compliance with this Agreement, BSA shall pay any balance of allowable costs and that part of the fee not previously paid. The Contractor shall pay to BSA any refunds, rebates, credits or other amounts accruing to or received by the Contractor or any assignee under this Agreement to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by BSA. Before final payment under this Agreement, the Contractor and each assignee shall provide an acceptable assignment to BSA of refunds, rebates, credits or other amounts properly allocable to costs for which the Contractor has been reimbursed by BSA under this Agreement and a release discharging BSA and the Government, their officers, agents and employees from all liabilities, obligations and claims arising out of or under this Agreement except claims specifically stating the exact basis and amount.

Article 14 FEE For Cost Type Contracts BSA shall pay the Contractor the fee as specified in the Agreement for performing work hereunder. The fee shall be paid as specified in the Agreement; provided, that after payment of 85 percent of the fee, BSA may withhold further payment of allowable cost until a reserve is set aside in an amount considered necessary to protect BSA’s and the Government’s interest. This reserve shall not exceed 15 percent of the total fixed fee or $100,000, whichever is less.

Article 15 NO FEE For Cost Type Contracts where no fee is to be paid for performing this Agreement, after payment of 80 percent of the total estimated cost shown in the Agreement, BSA may withhold further payment of allowable cost until a reserve is set aside in an amount

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 7 of 20 considered necessary to protect BSA’s and the Government’s interest. This reserve shall not exceed one percent of BSA’s share of the total estimated cost or $10,000, whichever is less.

Article 16 LIMITATION OF COST AND FUNDS For Cost Type Contracts:

(a) The Contractor agrees to use its best efforts to perform the work specified in the Agreement within the estimated specified costs. BSA is not obligated to reimburse the Contractor for costs incurred in excess of the total amount obligated by BSA as specified in the Agreement. The Contractor is not obligated to continue performance under this Agreement (including actions under the Termination clause of this Agreement) or otherwise incur costs in excess of the total amount obligated as specified in the Agreement, until BSA increases the funding obligation. If this is a cost-sharing Agreement, the increase shall be allotted in accordance with the formula specified in the Agreement.

(b) The Contractor shall notify BSA’s PPM Division in writing whenever it has reason to believe that the total costs the Contractor has incurred and expects to incur in the next 60 days

(i) shall exceed 75 percent of the total amount obligated to this Agreement, or

(ii) whenever it has reason to believe that the total estimated cost for performance of this Agreement shall be either greater or substantially less than previously estimated. The notice shall include the estimated amount of funds required to continue timely performance.

(c) No notice, communication, or representation, other than by BSA’s PPM Division, shall affect this Agreement’s funding.

(d) If the total obligated amount or the estimated cost specified in the Agreement is increased, any costs the Contractor incurs before the increase that are in excess of the previously obligated amount shall be allowable to the same extent as if incurred afterward, unless BSA issues a written notice directing that the increase is solely to cover termination or other specified expenses.

Article 17 PAYMENT

(a) BSA shall make payment for accepted services performed and/or items that have been delivered to the destination(s) set forth in this Agreement. Unless otherwise provided, terms of payment shall be net 30 days from submission of the Contractor’s proper invoice (unless BSA does not approve such invoice). Invoices submitted by the Contractor anywhere other than to Account Payable, Bldg. 400, unless otherwise specified in this Agreement, are not deemed to have been officially received for payment term purposes. Any offered discount shall be taken if payment is made within the discount period indicated by the Contractor.

Payments may be made either by check or electronic funds transfer, at BSA’s option. Payment shall be deemed to have been made as of the date of mailing or the date on which the electronic funds transfer was made. Unless otherwise specified in this Agreement, BSA may make payment on partial deliveries which it accepts.

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(b) If the Contractor becomes aware of a duplicate contract financing or invoice payment or that BSA has otherwise overpaid on a contract financing or invoice payment, the Contractor shall remit the overpayment amount to the payment office cited in the Contract along with a description of the overpayment.

Article 18 CHANGES Any changes or modifications in the Terms and Conditions of this Agreement may be made only by written agreement of the parties and with written approval of BSA's Procurement and Property Management Division Manager, or designee.

Article 19 INSPECTION The Contractor shall only tender for acceptance those items that conform to the requirements of this Agreement. BSA reserves the right to inspect or test any supplies or services that have been tendered for acceptance. BSA may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in price. BSA must exercise its post-acceptance rights:

(a) within a reasonable time after the defect was discovered and,

(b) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

Article 20 TAXES The Agreement price includes all applicable federal, state, and local taxes and duties that company is required to collect. In determining the applicability of any tax or duty, due consideration shall be given to the relationship of the subject matter of this Agreement to the Government, and the fact that BSA is exempt from New York State and local sales and use taxes under Exempt Organization Certificate No. EX-216880.

Article 21 TITLE AND RISK OF LOSS Unless specified elsewhere in this Agreement, title to items furnished under this Agreement shall pass to the Government upon acceptance, regardless of when or where BSA takes physical possession. If BSA makes partial or progress payments, title shall pass to the Government for the items covered by the payment. Unless the Agreement specifically provides otherwise, risk of loss or damage to the items provided under this Agreement shall remain with the Contractor until delivery of the items to the destination specified in the Agreement.

Article 22 WARRANTY Contractor warrants that the items under this Agreement shall be in accordance with Contractor’s affirmation, description, sample, or model and compliant with all requirements of this Agreement. The warranty shall begin upon acceptance and extend for a period of

(a) the manufacturer’s warranty period or six months, whichever is longer, if the

Contractor is not the manufacturer and has not modified the item; or,

(b) one year or the manufacturer’s warranty period, whichever is longer, if the

Contractor is the manufacturer of that item or has modified it.

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If any nonconformity with the item appears within that time, the Contractor shall promptly repair or replace such items or re-perform services. Transportation of replacement items and return of nonconforming items and repeat performance of services shall be at the Contractor’s expense. If repairs or replacement items or reperformance of services is not timely, BSA may elect to return the nonconforming items or repair or replace them or reprocure the services at the Contractor’s expense. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this Agreement.

Article 23 LIMITATION OF LIABILITY Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to BSA for consequential damages resulting from any defect or deficiencies in accepted items.

Article 24 COMPLIANCE WITH LAWS

(a) The Contractor shall comply with all applicable federal, state, local laws and ordinances, executive orders, all pertinent lawful orders, rules and regulations, including those applicable by reason of the fact that this Agreement is issued under the Prime Contract and such compliance shall be a material requirement of this Agreement. If the Contractor is required to obtain licenses and/or permits to comply with this Article, it will do so without additional expense to BSA.

(b) The Contractor warrants that each chemical substance constituting or contained in items furnished by this Agreement is on the list of substances published by the Administrator of the Environmental Protection Agency pursuant to the Toxic Substances Control Act, as amended. With each delivery the Contractor shall provide BSA any applicable Safety Data Sheet as required by the Occupational Safety and Health Act and applicable regulations including, without exception, 29

CFR 1910.1200.

Article 25 COMPLIANCE WITH INTERNET PROTOCOL VERSION 6 (IPv6)

IN ACQUIRING INFORMATION TECHNOLOGY

(Only applicable for agreements to purchase Information Technology) This clause is applicable if this contract involves the acquisition of Information Technology (IT) that uses Internet Protocol (IP) technology. The Contractor agrees that

(a) all deliverables that involve (IT) that uses (IP) (products, services, software, etc.)

comply with IPv6 standards and interoperate with both IPv6 and IPv4 systems and products; and

(b) it has IPv6 technical support for fielded product management, development and implementation available.

If the Contractor plans to offer a deliverable that offers IT that is not initially compliant, the Contractor agrees to

(c) obtain BSA’s approval before starting work on the deliverable; and

(d) have IPv6 technical support for fielded product management, development and implementation available.

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Should the Contractor find that the Statement of Work or specifications of this contract do not conform to IPv6 standards, it must notify BSA of such nonconformance and act in accordance with BSA’s instructions.

Article 26 AUTHORIZATION AND CONSENT The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

Article 27 INDEMNITY FOR DEFECTIVE COST OR PRICING DATA The Contractor hereby indemnifies and agrees to hold BSA harmless from any and all price or cost reductions made pursuant to the FAR 52.215-10 “Price Reduction for Defective Certified Cost or Pricing Data” clause or the FAR 52.215-11 “Price Reduction for Defective Certified Cost or Pricing Data - Modifications” clause, or any other provisions of the prime contract under which this Agreement is issued, and from and against any and all cost disallowances or non-recognitions of costs under such prime contract, if such price or cost reduction, cost disallowance or non-recognition of costs arises or results directly or indirectly because:

(a) Contractor, or any of Contractor’s subcontractor or prospective subcontractor at any tier hereunder, furnished cost or pricing data that were not complete, accurate and current as certified in Contractor’s Certificate of Current Cost or Pricing Data; or

(b) Contractor, or any of Contractor’s subcontractor or prospective subcontractor at any tier hereunder, furnished data of any description that were not accurate.

Accordingly, without limitation of the foregoing, the price of this Agreement shall be reduced and the Agreement shall be modified in writing as necessary to reflect the full amount of any and all such price or cost reductions and any and all such cost disallowances or non-recognitions of costs. The rights and remedies of BSA under or pursuant to this indemnity shall be cumulative and additional to any other or further rights and remedies provided under this Agreement or at law or in equity.

Article 28 LIABILITY WITH RESPECT TO COST ACCOUNTING STANDARDS(Not applicable for Firm Fixed Price Contracts)

The Contractor shall be liable to the Government for increased costs or interest resulting from the Contractor’s failure to comply with the Cost Accounting Standards and related clauses, if these clauses are incorporated in this Agreement.

Article 29 PATENT INDEMNITY-SUPPLIES AND SERVICES If the amount of this Agreement is in excess of $10,000, the Contractor shall indemnify BSA, the Government, and their officers, agents, and employees against liability, including costs, for infringement of any United States letters patent (except U.S. letters

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 11 of 20 patent issued upon an application which is now or may hereafter be kept secret or otherwise withheld from issue by order of the Government) arising out of the manufacture or delivery of supplies or out of construction, alteration, modification, or repair of real property (hereinafter referred to as "construction work") under this Agreement, or out of the use or disposal by or for the account of the Government or BSA of such supplies or construction work. The foregoing indemnity shall not apply unless the Contractor shall have been informed as soon as practicable by the Government (with notice to BSA) of the suit or action alleging such infringement, and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense thereof, and further, such indemnity shall not apply to:

(a) An infringement resulting from compliance with specific written instructions of

BSA or the Government directing a change in the supplies to be delivered or in the materials or equipment to be used or directing a manner of performance of the Agreement not normally used by the Contractor.

(b) An infringement resulting from addition to, or change in, such supplies or components furnished, or construction work performed which addition or change was made subsequent to delivery or performance by the Contractor, or

(c) A claimed infringement which is settled without the consent of the Contractor, unless required by final decree of a court of competent jurisdiction.

Article 30 REPORTING OF ROYALTIES If this Agreement is in an amount which exceeds $10,000 and if any royalty payments totaling more than $250 are directly involved in the Agreement or are reflected in the Agreement price to BSA, the Contractor agrees to report in writing to the Government through BSA during the performance of this Agreement and prior to its completion or final settlement the amount of any royalties or other payments paid or to be paid by it directly to others in connection with the performance of this Agreement together with the names and addresses of licensors to whom such payments are made and either the patent numbers involved or such other information as will permit identification of the patents or other basis on which royalties are to be paid. The approval of DOE or BSA of any individual payments or royalties shall not stop the Government at any time from contesting the enforceability, validity or scope of, or title to, any patent under which a royalty or payments are made.

Article 31 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT

The provisions of this clause shall be applicable only if the amount of this Agreement exceeds $100,000.

(a) The Contractor shall report to the Government through BSA promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Contractor has knowledge.

(b) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed hereunder, the Contractor shall furnish to the Government when

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 12 of 20 requested by the Government or BSA, all evidence and information in possession of the Contractor pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Government except where the Contractor has agreed to indemnify the Government or BSA.

(c) This clause shall be included in all subcontracts.

Article 32 SUSPECT/ COUNTERFEIT ITEMS

(a) "Suspect Items" are items, for which there is an indication by visual inspection, testing, or other information that it may not conform to established Government-or industry-accepted specifications or national consensus standards. “Counterfeit Items” are suspect items that are a copy or substitute without legal authority to do so or whose material, performance, or characteristics are knowingly misrepresented by the supplier, distributor, or manufacturer. Forms of misrepresentation include, but are not limited to, the following:

(b) Falsified product sources (counterfeits);

(c) Falsified or modified quality assurance records;

(d) False marking as to class, type, or grade;

(e) Mixing of unmarked materials with marked materials;

(f) False labeling as to qualification or acceptance by testing/certifying organizations

(g) Used and/or refurbished products misrepresented as new products.

(h) Types of materials, parts, and components, known to have been misrepresented include, but are not limited to:

(i) Lifting materials such as slings, hooks, cables, and shackles;

(j) Threaded fasteners fraudulently marked as high-strength bolts;

(k) Refurbished electrical circuit breakers sold under false certifications;

(l) Valves;

(m) Piping and piping components;

(n) Electrical devices;

(o) Channel members, plate, bar, and flanges;

(p) Other structural items.

(i) See the BNL Suspect / Counterfeit Items, Subject Area. The link can be found on the PPM Terms and Conditions Listing (https://www.bnl.gov/ppm/terms-and-conditions.php) under SBMS External Files – All Documents. S/CIs may pose immediate and potential threats to the safety of DOE and contractor workers, the public, and the environment. Failure of a safety or mission critical system due to an S/CI could also have security implications at DOE facilities.

(q) Items furnished to BSA under this Agreement shall not include suspect/counterfeit parts, nor shall such parts be used in performing any work under this Agreement whether on or off the Laboratory site.

(r) If suspect/counterfeit parts are furnished under this Agreement and are found on the Laboratory site, such parts shall be impounded by BSA, or they shall be removed by the Contractor as directed by BSA. The Contractor shall promptly replace such parts with supplies acceptable to BSA and the Contractor shall be liable for all costs relating to impoundment, removal, and replacement. BSA may turn such parts over to the U.S. Office of the Inspector General for investigation https://www.bnl.gov/ppm/terms-and-conditions.php

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 13 of 20 and reserves the right to withhold payment pending the outcome of any investigation.

(s) The rights of BSA in this clause are in addition to any other rights provided by law or under this Agreement.

Article 33 APPLICABLE LAW The parties agree that the federal common law of government contracts will govern the construction and interpretation of this Agreement and all claims arising under or related to this Agreement or work performed under this Agreement or claims of breach of this Agreement, regardless of the forum in which any party to this Agreement brings action.

For purposes of this Agreement, the federal common law of government contracts will consist of the interpretation of contract clauses and the law enunciated and applied to government contracts by the Boards of Contract Appeals, the Comptroller General (CG), and Federal Courts having jurisdiction over the Boards or the CG. The term "Board of Contract Appeals" means those established under the Contract Disputes Act of 1978, 41 U.S.C. 607(a)(1), and successor bodies.

Article 34 PRESS RELEASES AND OTHER PUBLIC DISSEMINATION OF

CONTRACT INFORMATION

Press releases through print, broadcast or other media concerning the award, performance, results or conclusions from the work under this Contract shall not be made or otherwise distributed to the public without prior written consent by BSA. Any material proposed to be released shall be submitted to the BSA Contractual Representative no later than two weeks prior to the intended press release.

Article 35 REPORTING EXECUTIVE COMPENSATION (Agreements valued at $30,000 or more)

In accordance with FAR 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards, and as a condition of award of this Agreement, the Contractor will be required to provide to the BSA’s PPM Division information relative to executive total compensation as directed below. This requirement does not apply to Agreements with individuals.

For purposes of this Article, “executive” means officers, managing partners, or any other employees in management positions. “Total Compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(a) Salary and bonus.

(b) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.

(c) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives and are available generally to all salaried employees.

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 14 of 20

(d) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(e) Above-market earnings on deferred compensation which is not tax-qualified.

(f) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

The Contractor agrees to report, by the end of the month following award of the Agreement, and annually thereafter, the names and total compensation of each of the five most highly compensated executives for the Contractor’s preceding completed fiscal year, if—

(a) In the Contractor’s preceding fiscal year, the Contractor received—

(i) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(ii) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements;

and

(b) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986.

Article 36 IDENTIFICATION OF EMPLOYEES FAR 52.222-54 Employment Eligibility Verification, which is included in this Agreement, requires the Contractor to use an electronic Employment Eligibility Verification (E-Verify) system designated by the Secretary of Homeland Security to verify the eligibility of:

(a) all persons hired during the Agreement term by the Contractor to perform duties within the United States; and

(b) all persons assigned by the Contractor to perform work within the United States on the Federal Contract.

The Contractor agrees to incorporate FAR 52.222-54 and the substance of this clause in all lower subcontracts issued under this Agreement.

Article 37 IMPLEMENTATION OF THE FRAMEWORK FOR NUCLEIC

ACID SYNTHESIS SCREENING

(a) Defintions.

Customer – as defined in the Framework for Nucleic Acid Synthesis Screening, is the individual or entity (such as an institution) that orders or requests synthetic nucleic acids from a Provider, or that purchases nucleic acid synthesis equipment from a Manufacturer.

For the purposes of this clause, the Department of Energy’s contractors and subcontractors are considered customers.

Provider – as defined in the Framework for Nucleic Acid Synthesis Screening, is an entity that synthesizes and distributes synthetic nucleic acids. Providers may provide

BSA Comm, Rev. 24.0; (DATE April 27, 2026) 15 of 20 nucleic acids to a customer or third-party vendor. A Provider is understood to be synthesizing and distributing nucleic acids as a transactional service, rather than as a research scientist collaborating with a colleague.

Manufacturer – as defined in the Framework for Nucleic Acid Synthesis Screening, is an entity that produces and distributes benchtop equipment for synthesizing nucleic acids.

Manufacturers may provide equipment to a customer or third-party vendor.

(b) Requirements.

(1) The Contractor shall obtain synthetic nucleic acids – or devices capable of synthesizing them – from Providers or Manufacturers that attest to implementing 2024 Office of Science and Technology Policy (OSTP) Framework for Nucleic Acid Synthesis Screening.

(2) The attestation may be provided through a publicly posted statement (e.g., public website) or directly to the Contracting Officer (or contractor/subcontractor for subcontracts) by the Provider or Manufacturer.

(c) Flowdown of requirements to subcontractors. The Contractor shall incorporate the substance of this clause, its terms and requirements, including this paragraph, in all subcontracts in support of the contract that may involve the procurement of synthetic nucleic acids and benchtop nucleic acid synthesis equipment.

Article 38 CLAUSES INCORPORATED BY REFERENCE This Agreement incorporates the following Federal Acquisition Regulation (FAR) and Department of Energy Acquisition Regulation (DEAR) clauses by reference, as they exist on the effective date of this Agreement, with the same force and effect as if they were in full text. The FAR and DEAR clauses are available at Acquisition.GOV | www.acquisition.gov or they may be obtained from Electronic Code of Federal Regulations (eCFR). When an alternate or deviation is included a link will be provided to the BSA Prime Contract for the full text of the clause.