Enclosure 1 - BSA Draft Contract.pdf

BROOKHAVEN NATIONAL LABORATORY

Brookhaven Science Associates, LLC

P.O. Box 5000 Upton, N.Y. 11973-5000

XXXX

CONTRACT FOR

Architect and Engineering Services (A/E) for

Electron-Ion Collider (EIC)

This is a Contract made as of the date set forth above, between XXXX (Contractor) and Brookhaven Science Associates, LLC (BSA), the latter acting under a Prime Contract with the United States of America (Government) represented by the United States Department of Energy

(DOE).

I. Scope of Work

The Contractor shall assist BSA by providing Architectural and Engineering (A/E) Preliminary Design, Final Design, and A/E Services during construction for the Electron- Ion Collider (EIC) Project. The parties understand and agree the Contractor is providing only professional services and is not providing any procured goods or construction labor.

All work shall be conducted in strict accordance with Attachment C: BSA Statement of Work for the Electron-Ion Collider at Brookhaven National Laboratory Design of Conventional Facilities, dated January 9, 2023.

A. Reports/Deliverables

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

Description/Deliverable Due Date

Award A/E Contract ........................................................................................... June 30, 2023

Preliminary Design 30% Review Submittal ...................................................................... TBD

Preliminary Design 60% Review Submittal Conduct Value Engineering Study .....................................................................................TBD

Preliminary Design Report Submittal Begin Cost Reconciliation Process with CM/GC Input .....................................................TBD

Date of Contract Date of Expiration Contractual Representative

Amount Construction Contract Number

XX/XX/XXXX

XX/XX/XXXX

Kevin Kirkendall

$XXXXXX

No. XXX

Preliminary Design Report Final Including Comments.....................................................TBD

Detailed Design Review 30% Submittal............................................................................ TBD

Detailed Design Review 60% Submittal............................................................................TBD

Detailed Design Review 90% Submittal/Conduct VE Study ............................................TBD

Final Construction Bid Issue ..............................................................................................TBD

Conformed Set of Documents ............................................................................................TBD

Recurring Reports Date Due Individual Subcontracting Report Last day of Month After Award Summary Subcontracting Report Sept 30th Annually & Contract Completion

B. Key Personnel

The following individual(s) have been designated as “Key Personnel”:

Personnel Title TBD Project Executive TBD Project Structural/Civil Engineer TBD Senior Electrical Engineer TBD Senior Electrical Engineer (High Voltage Power Distribution) TBD Senior Mechanical Engineer TBD Senior Architect

The Contractor agrees to assign such employee(s) or persons to the performance of the work under this Contract and shall not reassign or remove the above individual(s) without written justification and prior approval of the BSA Contractual Representative.

II. Period of Performance

The anticipated award date is TBD, with a completion date of 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 (FFP) of XXXXXX USD ($XXXX). The said sum shall constitute full compensation for all services and materials furnished hereunder. Award is for preliminary design and final design. If BSA accepts the option described in Section III B below, the parties will agree upon additional compensation for the Contractor’s provision of A/E Services during construction via change order.

B. A/E Services During Construction (Option)

Continuous A/E Services During Construction

The option to provide A/E services for continuous A/E services during construction has been priced at XXXXXXX USD ($XXXX) and remains unfunded at time of award; funding will be provided if a determination is made to execute the option. The pricing for these services shall remain valid through the award and execution of the Construction Contract.

Twice Monthly Site Inspection During Construction

The option to provide A/E services for twice monthly site inspection during construction has been priced at XXXXXXX USD ($XXXX) and remains unfunded at time of award; funding will be provided if a determination is made to execute the option. The pricing for these services shall remain valid through the award and execution of the Construction Contract.

C. Availability of Funds

Funds are not presently available for this Contract. The Government’s obligation under this Contract is contingent upon the availability of appropriated funds from which payment for contractual purposes can be made.

No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this Contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

D. Payment

Payment will be made upon receipt and approval of properly certified invoices.

Payment will be in accordance with the Milestone Payment Schedule.

E. Milestones Payment Schedule

BSA will pay the Contractor upon receipt and approval of invoices that list the work completed and the Contract number. Payment will be made in accordance with the below Milestones Payment Schedule. All payments require prior receipt and acceptance of the milestones listed by the BSA Technical Representative.

Milestones Payment Amount Receipt and Acceptance of 30% Design Comments and Cost Estimate

TBD

Receipt and Acceptance of 60% Design Comments and Cost Estimate

TBD

Receipt and Acceptance of 90% Design Comments and Cost Estimate

TBD

Receipt and Acceptance of Final Design (100%) Comments and Cost Estimate

TBD

Receipt and Acceptance of Project Quality Assurance Plan

TBD

Total TBD

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.

F. Final Payment

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

Upon completion by the Contractor in accordance with the Contract of all the work done by the Contractor under Attachment C – BSA Statement of Work for the Electron-Ion Collider at Brookhaven National Laboratory Design of Convention Facilities, dated October 28, 2022, the Contractor will be paid the unpaid balance of any money due for work under the statement.

Before final payment under the Contract, or before settlement upon termination of the Contract, and as a condition precedent thereto, the Contractor shall execute and deliver to BSA a conditional release of payment claims for services provided under this Contract, other than any claims that are specifically excepted by the Contractor from the operation of the release in amounts stated in the release, subject to Contractor’s receipt of final payment in good funds.

mailto:apinvoices@bnl.gov

IV. Authorized Representatives

A. BSA Technical Representative (TR): XXXX of the Electron-Ion Collider Project, located in Building 1005S is the Technical Representative, hereunder.

The TR shall act as liaison between BSA and the Contractor in technical matters only. The TR can be reached at (631) 344-XXXX or XXXX@bnl.gov .

B. BSA Contractual Representative: Kevin Kirkendall located in Building 902B, is BSA's Contractual Representative, hereunder, and can be reached at (631) 344- 4605 or kkirkenda@bnl.gov. 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 designee.

C. Contractor’s Technical Representative: XXXX is the Contractor’s authorized

Technical Representative, hereunder and shall act as liaison between BSA and the Contractor in technical matters only. XXXX can be reached at (XXX) XXX- XXXX or XXX@XXX.com .

D. Contractor’s Contractual Representative: XXXX is the Contractor’s authorized Contractual Representative, hereunder and shall act as liaison between BSA and the Contractor. XXXX can be reached at (XXX) XXX-XXXX or XXX@XXX.com .

V. Terms and Conditions

A. Standard Terms

1. BNL General Terms and Conditions for Non-Commercial Services Rev 22; (September 2022)

2. Supplement 1 to Attachment A – Work by Contractors on the BNL Site

Rev 22; (September 2022)

B. Additional Terms

1. Design Within Funding Limitations

a. The Contractor shall accomplish the design services required under this Contract to permit the award of a Contract derived from standard Federal Acquisition Regulation (FAR) procedures for the construction of the facilities designed at a price that does not exceed the target Construction Contract price as set forth in paragraph (c) below. When bids or proposals for the Construction Contract are received that exceed the target price, the Contractor shall perform such redesign and other services as are necessary to permit a Construction Contract award within the funding limitation.

These additional services shall be performed at no increase in the price of this Contract. However, the Contractor shall not be required to perform mailto:XXXX@bnl.gov mailto:kkirkenda@bnl.gov mailto:XXX@XXX.com mailto:XXX@XXX.com such additional services at no cost to BSA if the unfavorable bids or proposals are the result of conditions beyond its reasonable control.

b. The Contractor will promptly advise the BSA Contractual Representative if it finds that the project being designed will exceed or is likely to exceed the funding limitations and it is unable to design a usable facility within these limitations. Upon receipt of such information, the BSA Contractual Representative will review the Contractor's revised estimate of construction cost. BSA may, if it determines that the target Construction Contract price set forth in this Contract is so low that award of a Construction Contract not in excess of such target is improbable, authorize a change in scope or materials as required to reduce the estimated construction cost to an amount within the target Construction Contract price set forth in paragraph (c) below, or BSA may adjust the target Construction Contract price. When bids or proposals are not solicited or are unreasonably delayed, BSA shall prepare an estimate of constructing the design submitted and such estimate shall be used in lieu of bids or proposals to determine compliance with the funding limitation.

c. The target Construction Contract price for the project described in this

Contract is USD $305,000,000.00.

2. Responsibility of the Architect-Engineer

a. The Contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Contractor under this Contract. The Contractor shall, without additional compensation, correct or revise any negligent errors or deficiencies in its designs, drawings, specifications, and other services.

b. Neither BSA's review, approval or acceptance of, nor payment for, the services required under this Contract shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract, and the Contractor shall be and will remain liable to BSA in accordance with applicable law for all damages to BSA caused by the Contractor's negligent performance of any of the services furnished under this Contract.

3. Work Oversight in Architect-Engineer Contracts

The extent and character of the work to be done by the Contractor shall be subject to the general work oversight and approval of the BSA Contractual

4. Requirements for Registration of Designers

Architects or engineers registered to practice in the professional field involved in a state, the District of Columbia, or an outlying area of the United States shall prepare or review and approve the design of architectural, structural, mechanical, electrical, civil, or other engineering features of the work.

5. Inspection in Architect-Engineer Contracts

BSA, through any authorized representatives, has the right at all reasonable times upon advanced written notice, to inspect, or otherwise evaluate the work performed or being performed hereunder and the premises in which it is being performed. If any inspection or evaluation is made by BSA on the premises of the Contractor or subcontractor(s), the Contractor shall provide and shall require the subcontractor(s) to provide all reasonable facilities and assistance for the safety and convenience of BSA representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work.

6. Construction Administration Services (Exercise of Option Only)

a. Contractor’s site visits or other services performed during the construction phase of the project are not intended and does not make Contractor responsible for construction means, methods, techniques, sequences, or procedures, for safety precautions or programs, or for Construction Contractor's failure to perform construction work in accordance with the Contract documents.

b. Contractor’s services include rendering interpretations or decisions in good faith to BSA’s separate Construction Contractors by issuing instructions, preparing routine change orders, responding to requests for information, acting as interpreter of the terms and conditions of the Contract documents and judge of the performance thereunder by the parties thereto, if required, or responding to questions relating to Contractor’s services and design. However, Contractor shall not be liable for the implementation of such interpretations or decisions by BSA’s separate subcontractors in their work. Contractor does not guarantee the performance of or warrant the work or deliverables of any of BSA’s separate subcontractors.

VI. Small Business Subcontracting Plan

The Contractor shall be responsible for meeting all requirements as set forth in the Small Business Subcontracting Plan and in accordance with FAR 52.219-9.

VII. Referenced Documentation

The following are incorporated in this Contract. The Order of Precedence for determining any inconsistencies shall be in accordance with Article 2 of Attachment A - General Terms and Conditions.

• Attachment A – BSA General Terms and Conditions for Non-Commercial Services –

Rev 22; (September 2022)

• Attachment B – BSA Supplemental Terms and Conditions for Work by Contractors on Site at BNL – Rev 22; (September 2022)

• Attachment C – Statement of Work, dated January 9, 2023

• Attachment D – Basis of Design

• Attachment E – Conceptual Drawings

• Attachment F – Brookhaven National Laboratory Supplier Quality Assurance

Requirements BNL-QA-101 (November 2020)

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

ACCEPTED:

XXXX BROOKHAVEN SCIENCE ASSOCIATES,

LLC

By By

Title

Title

Date

Date

Two copies of this Contract executed by BSA have been provided. 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. The Contractor shall sign and return one (1) copy of this Contract to the attention of BSA’s Contract Representative Procurement & Property Management, Building 902B, Upton, NY 11973.