B1 Enclosure A Draft Contract.pdf

April 9, 2025 1 Rev. 10

BSA’s Contractual Representative

Overall Value Amount

Contract Type Contract Number

Mark Brock TBD Firm-fixed Price 472150

BROOKHAVEN NATIONAL LABORATORY

Brookhaven Science Associates

P.O. Box 5000

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

Contractor Address

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 DE- SC0012704 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, but not limited to, the assembly, testing, and commissioning of Pilatus4 S 2M CdTe modules with upgraded speed to 450 Hz at the XPD beamline of NSLS-II at Brookhaven National Laboratory. The Contractor shall provide an operating manual, maintenance procedures, description of parts list and other documentations, and data files as needed to operate and maintain the equipment using Hard X-rays (40-120 KeV).

All work shall be conducted in strict accordance with BSA’s Attachment A, SOW-SPECS, dated November 18, 2025.

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

B.

Item Qty Description Due Date

1 1 EA

Pilatus4 S 2M CdTe with upgraded speed 450 Hz with all the accessories

TBD

2 1 Lot Provide Factory Test Data In accordance with the SOW

3 1 Lot Provide Site Acceptance Test Data In accordance with the SOW

4 1 Lot Data/Reports/Documentation In accordance with the SOW

II. PERIOD OF PERFORMANCE

This Contract shall be effective as of the date executed by both parties. It shall remain in effect through TBD.

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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 ($.$$). 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:

Item Milestone Amount Funded

Amount

Approval by BSA of the manufacturing Program Plan and BSA Receipt and Acceptance of the Design Engineering and Manufacturing Documentation

$TBD

Receipt and BSA acceptance of the PILATUS4 S 2M CdTe modules and all Data/Reports/ Documentation

Commissioning of the PILATUS4 S 2M CdTe modules with speed upgrade to 450 Hz at BNL complete and accepted by BSA

Total:

*The total price does not include import duties, taxes and customs clearance costs as those are the responsibility of BSA as the importer of record.

Payment terms are Net 10 or Net 30.

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.

Hard copy invoices, if applicable, shall be directed to BSA's Accounts Payable Department, 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

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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.

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

BSA shall be listed as the importer of record, and the Contractor shall utilize BSA’s broker Interfreight Harmonized Logistics, Inc. (bnl@interfreight.net).

Failure to adhere to importing instructions within this contract may result in unloading at destination, import duty, taxes and customs clearance not being reimbursed under DAP to the contractor.

D. Labelling, Packing, and Notification Requirements:

More detailed instructions are available at https://www.bnl.gov/shipping/ or by emailing WarehouseOperations@bnl.gov.

Labeling Requirements

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 98 Rochester St.

Upton, NY 11973 Box Number / Number of Boxes

Packing List Requirements

Every shipping container must include a packing list. The packing list must be clearly identified and affixed to a side of the shipping container. At a minimum, the packing list should contain the following information:

Ship from company name and address Supplier contact name Supplier telephone number Ship to address as instructed by Buyer/Contracts Specialist Brookhaven’s Contract number Part number, description, quantity, unit of measure, and corresponding BNL

Contract line number

Special Notification of Delivery

If a shipment is heavier than 3,000 lbs., longer than 8 feet in any direction, or has

April 9, 2025 4 Rev. 10 a high center of gravity, it will require rigging upon receipt and the shipper shall provide a minimum of 3 days’ advance notice of delivery to BNL’s Receiving Department via email to WarehouseOperations@bnl.gov. The shipper must obtain acknowledgement from BNL that delivery notification was received. Failure to contact BNL will result in delays during delivery and any resulting demurrage will be at the shipper’s expense.

Marking of Outer Package

Each shipping container (transport package) with a gross weight equal to or greater than 400 lbs. (180 kilograms) must be marked with the center of gravity location and gross weight on at least one side or end panel. It must also meet the requirements of the latest revision of ASTM Standard D 3951, Standard Practice for Commercial Packaging. This applies to any item shipped (originally packaged or repackaged) to BNL or other locations cited in the Contract.

Protection of Material and Equipment

The Contractor shall employ procedures which ensure adequate protection of material and equipment during shipment and while in storage. Such protection shall include special environmental packaging as necessary. All items shipped (originally packaged or repackaged) to BNL or other locations cited in the PO or Contract shall comply with the requirements for preservation, packaging, and marking as stated in the latest revision of ASTM Standard D 3951-10, Standard Practice for Commercial Packaging.

Unacceptable Packing Material

Do not use vermiculite as a packaging material inside any shipments to BNL unless required by shipping regulation. “Vermiculite” as defined in this specification means the hydrous, silicate mineral classified as a phyllosilicate that has been expanded by heating. Vermiculite used as a packaging material in shipments must be determined to be free of asbestos (<1% chrysolite, amosite, crocidolite, tremolite, anthophyllite, and actinolite). All shipments containing vermiculite must be accompanied by documentation stating that the vermiculite used is certified asbestos-free. This documentation must be affixed to the outside of the package.

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:

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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: Sanjit Ghose, telephone no. (631) 344-3611, sghose@bnl.gov (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 Brock, telephone no. (631) 344-2713, mbrock@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 Representative: TBD, EMAIL (email), is the Contractor’s authorized Technical and Contractual Representative and shall be the point of contact for technical matters and act as liaison between BSA and the Contractor.

V. PATENT CERTIFICATION RESERVED

VI. GOVERNMENT PROPERTY RESERVED

VII. ADDITIONAL TERMS

The provisions of Brookhaven Science Associates, LLC, General Terms and Conditions for Commercial Items and Services, Rev 23.0 May 2025, are incorporated herein and made a part hereof.

The provisions of Brookhaven Science Associates, LLC, Supplemental Terms and Conditions for Work by Contractors Onsite at Brookhaven National Laboratory, Rev 23.0 May 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.

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Should the Contractor have any questions and/or not have access to these terms and conditions, contact the buyer or contract specialist immediately.

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

Attachment A SOW_SPECS, dated November 18, 2025 Attachment B BNL Supplier Quality Assurance Requirements (BNL-QA-101)

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

ACCEPTED:

Offeror Name. BROOKHAVEN SCIENCE

ASSOCIATES, LLC.

By: By:

Name: Name:

Title: Title:

Date: Date:

A copy of the signed Contract shall be returned to BSA’s Contractual Representative, BSA will then sign and provide a fully executed copy for your records.