Enclosure 1 - BSA Draft Contract.pdf

Rev. 9.4, February 2018 1

Buyer Amount Contract Number

William Koncelik TBD 438478

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 design, manufacture, inspect, test and deliver the following:

Line Qty Description

1 12 Base - EIC HSR BPM Cryo-Cable Assembly

(design verification component)

Brookhaven Science Associates, LLC has the option(s) to unilaterally exercise any or all of Option 1 as described below.

2 1,159 Option - EIC HSR BPM Cryo-Cable Assembly

(production component)

If Brookhaven Science Associates, LLC exercises its unilateral rights to exercise Option

1, such rights will be exercised by:

o Option 1 – 2/28/2025

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

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

Attachment (B): Statement of Work, Doc No. EIC-ISG-SOW-018, Revision 02, Dated

05/07/2024

Attachment (C): Technical Specification, Doc No. EIC-ISG-SPC-012, Revision 01, Dated

11/15/2023

Attachment (D): EIC Drawing No. 2551M0002, Rev C.

Rev. 9.4, February 2018 2

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

Item Deliverable Due SOW section

BSA

Approval

1 Program Plan 2 weeks after award of contract 3.3.1 Yes

2 Manufacturing/Inspection/Test

Plan 3 weeks after award of contract 3.3.2 Yes

3 Final design drawings 5 weeks after award of contract 3.4.3 Yes

4 Draft design review report 6 weeks after award of contract 3.4.2 Yes

5 Final design review report 7 weeks after award of contract 3.5.1 Yes

6 Delivery of pre-production units As set forth in approved manufacturing plan

3.3.2 Yes

7 Pre-production units end-item documentation As set forth in approved manufacturing plan

3.5.3 Yes

8 Delivery of production units As set forth in approved manufacturing plan

3.3.2 Yes

9 Production end-item documentation As set forth in approved manufacturing plan

3.5.3 Yes

10 End Item Documentation As set forth in approved manufacturing plan

3.5.3 Yes

The BSA Technical Representative shall review and provide written approval prior to shipment.

(Service or Item) and Description Due Date

Milestone Calendar weeks after award, milestone completed

Duration weeks

Contract award 0 0

Program plan 2 2

Manufacturing/inspection/test plan

3 1

Final design review 5 2

Final design approval by BNL 7 2

Contractor preparation & pre-production units delivery

25 18

BSA review & final approval of pre-production units & documentation complete, assuming no problems. Start production run.

28 3

Contractor prepares for production quantity fabrication

46 18

Delivery of first batch of 150 production units to BNL

50 4

Batch 2 (150) 54 4

Batch 3 (150) 58 4

Rev. 9.4, February 2018 3

Batch 4 (150) 62 4

Batch 5 (150) 66 4

Batch 6 (150) 70 4

Batch 7 (109) 74 4

Delivery of end item documentation

76 2

Completion 76

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 through _xx/xx/xxxx.

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 in US

Dollars ($0.00). 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:

Cumulative

Milestone Amount Amount

Total $.00 $.00

Payment terms are TBD.

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 insert:) “DAP” Delivered At Place, BSA National

Laboratory, 98 Rochester Street, Upton, Long Island, New York.

Rev. 9.4, February 2018 4

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

Instructions apply. Standard Shipping Instructions are provided at https://www.bnl.gov/shipping/.

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:

warehouseoperations@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:

warehouseoperations@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

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

Rev. 9.4, February 2018 5 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 https://www.cbp.gov/border-security/ports-entry/cargo-s ecurity/importer-security-filing-102.

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 bnl@interfreight.net

IV. AUTHORIZED REPRESENTATIVES

A. BSA’s Technical Representative: Matthew Paniccia of the Electron Ion Collider

(EIC), located in Building 911A is BSA's Technical Representative, hereunder.

He shall act as liaison between BSA and the Contractor in technical matters only.

He can be reached at (631) 344-7870 (phone), gassner@bnl.gov (e-mail).

B. BSA’s Contractual Representative: William Koncelik, telephone no. (631)

344-5281, wkoncelik@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).

C. Contractor’s Contractual Representa tive: ______________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).

https://www.cbp.gov/border-security/ports-entry/cargo-s%20ecurity/importer-security-filing-102 https://www.cbp.gov/border-security/ports-entry/cargo-s%20ecurity/importer-security-filing-102 mailto:gassner@bnl.gov mailto:wkoncelik@bnl.gov

Rev. 9.4, February 2018 6

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 and forward it to the Contractual Representative. Failure to do so may result in the withholding of final payment or a portion thereof.

VI. ADDITIONAL TERMS

The provisions of Brookhaven Science Associates, LLC General Terms and Conditions for Non-Commercial Items, Rev 22.0 Sept 2022 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: https://www.bnl.gov/ppm/terms-and-conditions.php. 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. 22.0;

(Sep. 2022)

Attachment (B): Statement of Work, Doc No. EIC-ISG-SOW-018, Revision 02, Dated

05/07/2024

Attachment (C): Technical Specification, Doc No. EIC-ISG-SPC-012, Revision 01, Dated

11/15/2023

Attachment (D): EIC Drawing No. 2551M0002, Rev C.

Attachment (E): BNL-QA-101 Supplier Quality Assurance Requirements, dated 04/2024

Attachment (F): Patent Certification, AMS Form 032 (Rev 1), dated 7/19/17

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:

Rev. 9.4, February 2018 7

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.