B.1 Enclosure 1 - Contract 457842.pdf

BSA’s Contractual Representative

Overall Value Amount

Contract Type Contract Number

Mark Bryan TBD Firm Fixed Price 457842

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 a 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 manufacture and test the Absorber Steel Structure modules.

All work shall be conducted in strict accordance with the attached:

• Attachment B – EIC-DET-SOW-026 Statement of Work for the Forward Hadronic Calorimeter Absorber Structure Rev. 5 dated 01-09-26;

• Attachment C - Technical Specification EIC-DET-SPC-021, dated 12-4-24;

• Attachment D - Drawing EPC-FWD-HCL-DET-ASM-100, Rev. 2;

• Attachment E - Drawing EPC-FWD-HCL-DET-ASM-200, Rev. 1;

• Attachment F – BNL-QA-101

A. Reports/Deliverables: The Contractor shall provide the following deliverable(s) to BSA’s Technical Representative (Tech Rep):

Deliverable Due Date BSA Approval Program Plan Four weeks after award Yes

Manufacturing/Inspection/Test Plan

Four weeks after award

Yes

Acceptance Test Procedure

(ATP)

Prior to first use Yes

Delivery of (5) Pre-Production Units

10 weeks after award Yes

Pre-Production Units End Item Documentation

10 weeks after award Yes

Delivery of 645 8M modules 52 weeks after award Yes End Item Documentation 52 weeks after award Yes

Delivery of 200 8M modules (option 1)

78 weeks after award Yes

End Item Documentation (option 1)

78 weeks after award Yes

Delivery of 216 8M modules (option 2)

104 weeks after award Yes

End Item Documentation (option 2)

104 weeks after award Yes

Delivery of 72 4M modules (option 2)

130 weeks after award Yes

End Item Documentation (option 2)

130 weeks after award Yes

II. PERIOD OF PERFORMANCE

This Contract shall be effective as of the date executed by both parties. It shall remain in effect through _____________. There are two (2) additional option periods that are exercisable at the unilateral discretion of BSA. The options, if exercised, will be exercised by written modification at the prices below. Each option may be exercised independently of the other.

Option One (1):

Quantity 200 8M modules: BSA has the right to exercise an additional option for up to 200 8M modules within 52 weeks from date of contract execution. The delivery of Option 1 shall conform to the delivery schedule outlined in the Statement of Work and the period of performance shall be 26 weeks from date of option execution.

Option Two (2):

Quantity 216 8M and 72 4M modules: BSA has the right to exercise an additional option for up to 216 8M and up to 72 4M modules within 104 weeks from date of contract execution. The delivery of Option 2 shall conform to the delivery schedule outlined in the Statement of Work and the period of performance shall be 52 weeks from date of option execution.

Note: No work shall start on either Option unless a modification is issued by BSA to exercise the option(s).

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 U.S. Dollars ($0.00). The said sum shall constitute full compensation for all services and materials furnished hereunder to produce 650 8M modules and provide the end item documentation for such.

Option 1:

The option to provide an additional 200 8M modules has been priced at $________________ per unit or $___________________ for all 200 modules USD and remains unfunded at time of award. BSA retains the right, should funds become available and it is determined to be in its best interest to do so, to unilaterally exercise this option.

Option 2:

The option to provide an additional 216 8M modules and 72 4M modules has been priced at $__________________ per unit or $_________________ USD for all 216 8M modules and 72 4M modules and remains unfunded at time of award.

BSA retains the right, should funds become available and it is determined to be in its best interest to do so, to unilaterally exercise this option.

Should the parties need to make minor adjustments to the quantities for each option based on available funding, they will work in good faith to maintain the established unit pricing for each option. However, the total quantities ordered under these options together shall not exceed 416 8M and 72 4M units.

Total Contract Value: At no time shall the total contract value, inclusive of the base amount and all options, exceed _______________ US Dollars ($XXXXXX).

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:

Milestone Amount Cumulative Amount

Program Plan TBD TBD Delivery of five (5) pre-production units TBD TBD End item documentation, pre-production units TBD TBD Delivery of 8M modules (batch 1), 645 modules TBD TBD End item documentation (batch 1) TBD TBD Delivery of 8M modules (batch 2), 200 modules (Option) TBD TBD End item documentation (batch 2) (Option) TBD TBD Delivery of 8M modules (batch 3), 216 modules (Option) TBD TBD End item documentation (batch 3) (Option) TBD TBD Delivery of 4M modules (batch 4), 72 modules (Option) TBD TBD End item documentation (batch 4) (Option) TBD TBD

Payment terms are Net 10.

Invoices shall be directed to BSA’s Accounts Payable Department 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 email, to apinvoices@bnl.gov.

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 Oak

Ridge National Laboratory, Oak Ridge, Tennessee, Freight Prepaid, (for foreign shipments insert: ) “DAP” Delivered At Place, Oak Ridge National Laboratory, mailto:apinvoices@bnl.gov

Oak Ridge, Tennessee.

Labeling, Packing, and Notification Requirements:

UT-Battelle, LLC c/o Oak Ridge National Laboratory Oak Ridge, TN 37831-6339

Shipping Terms - Delivery Drivers Must be U.S.

Citizens:

All deliverables coming onsite to a DOE laboratory, including Oak Ridge National Laboratory (ORNL), must be delivered by a United States citizen. If a foreign national attempts to deliver anything to the ORNL site, the driver will be instructed to turn around and will not be allowed onsite. All shipments must comply with the following labelling requirements. Failure to do so may result in delayed payments. Labels must be placed on the upper left portion of the container when possible and contain:

Brookhaven National Laboratory Brookhaven’s Contract Number

The maximum limits for FedEx Express U.S. packages are 150 lbs.; up to 119 inches in length and 165 inches in length and girth.

For shipments exceeding 150 pounds or that must be shipped via a commercial LTL or TL common carrier - routing instructions to be provided by Brookhaven National Laboratory Transportation Group:

Seller to email the following information to:

logistics@ornl.gov, WarehouseOperations@bnl.gov, mbryan@bnl.gov, keyser@bnl.gov Purchase Order number Item description Origin- Shipping Point Destination (anything that differs from ORNL- Bethel Valley Road) Estimated Weight, dimensions, and outer package (crate, pallet, box, etc.) Special considerations- value, refrigeration, etc.

If you do not ship via this method or make other arrangements with the purchasing agent, you may not be paid for all the shipping expenses.

Delivery Hours NOTE: Deliveries are accepted Monday through Friday, from 7:00 a.m. to 3:00 p.m. (Local Time). Any shipment offloads that require the use of a crane after 1:00 p.m. must be coordinated specifically with the Company's Receiving Department or may be rejected.

Packing and Shipment mailto:logistics@ornl.gov mailto:WarehouseOperations@bnl.gov mailto:mbryan@bnl.gov mailto:keyser@bnl.gov

The Seller is responsible for all packing and shipping provisions to ensure that the equipment arrives to the Company's site in an undamaged condition. The Instrument shall be suitably packed, rigidly crated, braced and protected against weather, damage, and strain during shipment.

Ocean Shipments Foreign shipments transported via ocean freight must use the 10+2 REQUIREMENTS Form (PDF). The form must be completed by the Contractor 72 hours before departure of the vessel.

Send form to the following:

• Interfreight Harmonized Logistics, Inc.

Fax: 516-371-6880 bnl@interfreight.net

• Brookhaven National Laboratory

WarehouseOperations@bnl.gov

Once the form is submitted to customs, an acceptance number will be provided.

Freight will not be loaded onto a vessel without an acceptance number. Failure to submit the 10+2 form may result in fines. It is the Contractor's responsibility to make sure the 10+2 form 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.

IV. AUTHORIZED REPRESENTATIVES

A. BSA’s Technical Representative: ____________, telephone no. __________, ___________(email), is BSA's Technical Representative, and shall act as liaison between BSA and the Contractor in technical matters only.

B. BSA’s Contractual Representative: Mark Bryan, telephone no. 631-344-5660, mbryan@bnl.gov (email), 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 Contractual Representative or designee.

C. Contractor’s Technical Representative: ________, telephone no. __________, ___________(email), is the Contractor’s authorized Technical Representative, and shall act as point of contact between BSA and the Contractor in technical matters only.

C. Contractor’s Contractual Representative: ______________, telephone no.

__________, ___________(email), is the Contractor’s authorized Contractual Representative and shall act as liaison between BSA and the Contractor.

https://www.bnl.gov/shipping/files/pdf/10-2-security-filing-bnl-interfreight.pdf https://www.bnl.gov/shipping/files/pdf/10-2-security-filing-bnl-interfreight.pdf mailto:bnl@interfreight.net mailto:WarehouseOperations@bnl.gov mailto:mbryan@bnl.gov

V. ADDITIONAL TERMS

The provisions of Brookhaven Science Associates, LLC, General Terms and Conditions for Non-Commercial Items, (Rev. 23.0, dated May 23, 2025) 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 at PPM | Terms and Conditions. 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): BSA General Terms and Conditions for Non-Commercial Items, Rev. 23.0;

(May. 2025) Attachment (B) - EIC-DET-SOW-026 Statement of Work for the Forward Hadronic Calorimeter Absorber Structure Rev. 5 dated 01-09-26 Attachment (C) - Technical Specification EIC-DET-SPC-021, dated 12-4-24 Attachment (D) - Drawing EPC-FWD-HCL-DET-ASM-100, Rev. 2 Attachment (E) - Drawing EPC-FWD-HCL-DET-ASM-200, Rev. 1 Attachment (F) – BNL-QA-101

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, a copy of the Contract 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.

https://www.bnl.gov/ppm/terms-and-conditions.php https://www.bnl.gov/ppm/terms-and-conditions.php