Enclosure (1) Contract 468887 (Draft).pdf

Rev. 10.0 Jun 2020 1

STANDARD RESEARCH SUBCONTRACT

(EDUCATIONAL INSTITUTION or NONPROFIT

ORGANIZATION)

[FOR UNCLASSIFIED WORK]

NO. 468887

Brookhaven Science Associates, LLC Brookhaven National Laboratory P.O. Box 5000 Upton, NY 11973

Subcontractor:

TBD

XXXX

City, State, Zip: XXXX Country: XXXX E-Mail: XXXX

Contractor’s Procurement Representative:

Proc. Rep: Ben Furlow Proc. Rep Title: Sr. Contracts Specialist Phone #: 631-344-4070 E-Mail: bfurlow@bnl.gov

Introduction This is a cost-reimbursement, no-fee, standard subcontract for unclassified research and development work, not related to nuclear, chemical, biological, or radiological weapons of mass destruction, between Brookhaven Science Associates, LLC, a not-for-profit limited liability company organized under the laws of the State of Delaware, (hereinafter “Contractor”) and XXX, (hereinafter “Subcontractor”). This subcontract is issued under a Prime Contract No. DE- SC0012704 between the Contractor and the United States Department of Energy (hereinafter “DOE”) for the management and operation of Brookhaven National Laboratory (hereinafter “DOE Facility”).

Agreement The parties agree to perform their respective obligations in accordance with the terms and conditions of the Schedule and the General Provisions (Appendix A) and other documents attached or incorporated by reference, which together constitute the entire Subcontract and supersedes all prior discussions, negotiations, representations, and agreements.

TBD

By:

Name:

Title:

Date:

BROOKHAVEN SCIENCE

ASSOCIATES, LLC

By:

Name: Ben Furlow Title: Sr. Contracts Specialist Date:

Two copies of this Subcontract, executed by the Contractor have been provided. Should this Subcontract be accepted without exception or alteration, one copy of the subcontract executed by both parties shall be returned to the Contractor’s Procurement Representative. Should any exceptions or alterations to the Subcontract be taken or made in any manner, the Contractor’s execution thereof shall be null and void. Should exception(s)/alteration(s) be taken, the Contractor’s Procurement Representative is to be notified. The Contractor will consider the requested exception(s)/alteration(s) and notification will be provided accordingly. No subcontract shall exist unless and until such differences are resolved. The Subcontractor shall sign and return one

(1) copy of this Subcontract to the attention of Ben Furlow, Sr. Contracts Specialist, Procurement and Property Management Division, Building 902B, Upton NY 11973.

DRAFT

Rev. 10.0 Jun 2020 2

TABLE of CONTENTS

Introduction Agreement

SCHEDULE OF ARTICLES

1) Statement of Work

2) Report Preparation Requirements

3) Period of Performance

4) Costs and Payments

5) Invoices for Payment

6) Contractor-Furnished and Subcontract-Acquired Property

7) Subcontract Administration

8) Travel Requirements

9) Performance of Work

10) Incorporated Documents

APPENDIX A - GENERAL PROVISIONS

CLAUSE 1 – PUBLICATIONS

CLAUSE 2 – NOTICES

CLAUSE 3 – ASSIGNMENTS

CLAUSE 4 – DISPUTES

CLAUSE 5 – RESPONSIBILITY FOR TECHNOLOGY EXPORT CONTROL

CLAUSE 6 – COST ACCOUNTING STANDARDS (CAS) LIABILITY

CLAUSE 7 – DISCLOSURE AND USE RESTRICTIONS FOR LIMITED RIGHTS DATA

CLAUSE 8 – ORDER OF PRECEDENCE

CLAUSE 9 – SECURITY REQUIREMENTS

CLAUSE 10 – CLAUSES INCORPORATED BY REFERENCE

APPLICABLE TO ALL SUBCONTRACTS UNLESS OTHERWISE INDICATED BELOW: 11

APPLICABLE IF THE SUBCONTRACT EXCEEDS $15,000:

APPLICABLE IF THE SUBCONTRACT EXCEEDS $150,000:

APPLICABLE IF THE SUBCONTRACT EXCEEDS $700,000:

APPLICABLE IF THE SUBCONTRACT EXCEEDS $750,000:

Rev. 10.0 Jun 2020 3

SCHEDULE OF ARTICLES

1) Statement of Work

The Subcontractor shall perform certain research and development work identified as “MOIRRAS Accessory Design/Build” and more fully described in the Statement of Work, Appendix B, to this Subcontract.

The Subcontractor’s Principal Investigator assigned to this work is XXXX. The Principal Investigator shall not be replaced or reassigned without the advance written approval of the Contractor’s Procurement Representative.

2) Report Preparation Requirements

a. These instructions apply to all formal reports, including the final report, required by the Subcontract. It does not apply to letter reports or reports specifically identified as Milestones in Article 3. Period of Performance in this Subcontract as informal reports.

b. The final report shall contain a comprehensive summary of all work results and conclusions. All reports shall fairly and completely describe the efforts applied to and the results obtained toward achievement of scientific objectives of the subcontract work. If an objective is not accomplished, such failure shall be fully documented and explained in the report.

c. Reports shall include the following elements: (a) a brief abstract of the report which describes the overall objectives and results; (b) a full statement of each objective and description of the effort performed and the accomplishments achieved; (c) a list of any publication or information release made of material developed or maintained through the performance of the subcontract; and (d) any other relevant information.

d. The Subcontractor shall submit the final and any intermediate reports to the

Contractor’s Technical Representative, upon completion of the work and, when the Subcontract contains milestone requirements, on the indicated milestone dates. When requested by the Contractor’s Technical Representative, the Subcontractor shall submit a draft copy of the final report for review prior to finalization. The Contractor’s Technical Representative need not approve the Subcontractor’s reported conclusions of the research.

3) Period of Performance

The work described in Article 1, Statement of Work, shall commence upon signature of this Subcontract by both parties and shall be completed on or before XXXX.

Rev. 10.0 Jun 2020 4

4) Costs and Payments

a. The estimated cost of the work called for in this Subcontract is $XXX and is based on the Subcontractor’s Cost Proposal - Appendix E to this Subcontract.

b. This Subcontract is fully funded and is subject to the Limitation of Cost clause of the General Provisions.

c. The Contractor will pay the Subcontractor for the performance of this Subcontract, unless excluded or limited by other provisions of this Subcontract, the allowable direct costs incident to performance, plus the allocable portion of the allowable indirect costs of the Subcontractor. Allowable and allocable costs shall be determined in accordance with the cost principles of the Allowable Cost and Payment clause of the General Provisions.

5) Invoices for Payment

a. Payments for Subcontract work shall be made monthly based on invoices submitted by the Subcontractor for work performed. Invoices shall bear the following certification signed by a responsible official of the Subcontractor:

“The undersigned certifies that the information set forth herein is true and correct and may be used as a basis for payment for work.”

b. Invoices must identify the Subcontract number, the period covered, and the total expenditures claimed for each of the following categories: salaries, fringe benefits, travel, materials and supplies, equipment, subcontracts/consultants, other direct costs such as rent, when applicable, and indirect or Facility and Administration costs.

c. Invoices shall be directed to BSA’s Accounts Payable Section via electronic or regular mail.

d. Electronic invoice submittal is preferred by BSA. Invoices shall be submitted in PDF format, via e-mail, to apinvoices@bnl.gov

e. The Contractor will use its best efforts to process invoices for payment within 30 days of receipt; provided, however, that payments made more than 30 days after receipt of an invoice shall not be subject to penalty, interest, or late charges.

f. Invoices which include any property acquired by the Subcontractor shall include the following information: a description of the property, an assigned property number, the name of the manufacturer, serial and model number, the acquisition date, unit price, quantity, total cost and location of the item.

mailto:apinvoices@bnl.gov

Rev. 10.0 Jun 2020 5

6) Contractor-Furnished and Subcontract-Acquired Property

a. Reserved

b. Purchase of equipment or other tangible personal property, which is not identified in the Subcontractor’s cost proposal for this Subcontract and for which the Subcontractor is entitled to be reimbursed as a direct item of cost under this Subcontract, shall be approved in advance by the Contractor’s Procurement Representative.

c. All property furnished by the Contractor or acquired by the Subcontractor, as a direct cost under the Subcontract, title to which vests in the Government, shall be identified, controlled, and protected as required by the Government Property clause of the General Provisions of this Subcontract. Disposition of such property upon completion of this Subcontract shall be as directed by the Contractor’s Procurement Representative.

d. If the Contractor provides the Subcontractor property that is marked as “high risk property” for use under this award, the Subcontractor shall ensure that adequate safeguards are in place, and adhered to, for the handling, control and disposition of property in accordance with the policies, practices and procedures for property management contained in the DOE Property Management Regulations (41 CFR 109-1.53). Title to all property marked as “high risk property” vests in the Government.

e. The Laboratory shall determine at the conclusion of the Subcontract whether the educational institution shall be allowed to retain high risk and/or sensitive items with an acquisition cost of less than $5,000.

7) Subcontract Administration

a. The Contractor’s Procurement Representative for this Subcontract is Ben Furlow.

The Procurement Representative is the only person authorized to make changes in the requirements of this Subcontract or to make modifications to this Subcontract, including changes or modifications to the Statement of Work and the Schedule.

The Subcontractor shall direct all notices and requests for approval required by this Subcontract to the Procurement Representative at the following address:

Procurement and Property Management Division Building 902B Brookhaven National Laboratory P.O. Box 5000 Upton, NY 11973-5000

b. Any notices and approvals required by this Subcontract from the Contractor to the Subcontractor shall be issued by the Procurement Representative.

Rev. 10.0 Jun 2020 6

c. The Contractor’s Technical Representative for this Subcontract is XXX. The Technical Representative is the person designated to monitor the Subcontract work and to interpret and clarify the technical requirements of the Statement of Work. The Technical Representative is not authorized to make changes to the work or modify this Subcontract.

d. The Subcontractor shall, as a condition of full payment, assist the Contractor after the completion of the work in accomplishing the administrative closeout of this Subcontract, including, as necessary or required, the furnishing of documentation and reports, the disposition of property, the disclosure of any inventions, the execution of any required documents, the performance of any audits, and the settlement of any interim or disallowed costs.

8) Travel Requirements

a. All travel not included in the Subcontractor’s cost proposal must be approved in advance by the Contractor.

b. All foreign travel must be approved in advance (at least 45 days prior to travel) by the Contractor, even if the cost is included in the Subcontractor's cost proposal for this Subcontract. Foreign travel requests should be submitted in accordance with DOE Order 551.1D (or current version).

c. Any travel costs will be reimbursable in accordance with the Subcontractor's institutional travel policy.

9) Performance of Work

The Subcontractor will perform the majority of work at a location other than a DOE/NNSA Facility with installation activities to occur at BNL.

10) Incorporated Documents

The following documents are hereby incorporated as Attachments to this Schedule of Articles of this Subcontract:

• Appendix A- General Provisions for Standard Research Subcontracts

• Appendix B- Statement of Work

• Appendix C- Travel Costs: Reserved

• Appendix D- Intellectual Property: Reserved

• Appendix E- Subcontractor’s Cost Proposal

• Appendix F- Contractor-Furnished Government Property: Reserved

• Appendix G - BNL-QA-101

• Appendix H – Work by Contractors Onsite at Brookhaven National Laboratory

Rev. 10.0 Jun 2020 7

APPENDIX A - GENERAL PROVISIONS

CLAUSE 1 – PUBLICATIONS

A. The Subcontractor shall closely coordinate with the Contractor’s Technical Representative regarding any proposed scientific, technical or professional publication of the results of the work performed or any data developed under this Subcontract. The Subcontractor shall provide the Contractor an opportunity to review any proposed manuscripts describing, in whole or in part, the results of the work performed or any data developed under this Subcontract at least forty-five

(45) days prior to their submission for publication. The Contractor will review the proposed publication and provide comments. A response shall be provided to the Subcontractor within forty-five (45) days; otherwise, the Subcontractor may assume that the Contractor has no comments. Subject to the requirements of Clause 9, the Subcontractor agrees to address any concerns or issues identified by the Contractor prior to submission for publication.

B. Subcontractor may acknowledge the Contractor, and Government sponsorship of the work as appropriate.

CLAUSE 2 – NOTICES

A. The Subcontractor shall immediately notify the Contractor’s Procurement Representative in writing of: (1) any action, including any proceeding before an administrative agency, filed against the Subcontractor arising out of the performance of this Subcontract; and (2) any claim against the Subcontractor, the cost and expense of which is allowable under the terms of this Subcontract.

B. If, at any time during the performance of this Subcontract, the Subcontractor becomes aware of any circumstances which may jeopardize its performance of all or any portion of the Subcontract, it shall immediately notify the Contractor’s Procurement Representative in writing of such circumstances, and the Subcontractor shall take whatever action is necessary to cure such defect within the shortest possible time.

CLAUSE 3 – ASSIGNMENTS

The Contractor may assign this Subcontract to the Government or to a successor contractor to operate the DOE Facility. The Subcontractor agrees to look solely to the Government or to such successor contractor for payment of the part so assigned. Except as to assignment of payment due, the Subcontractor shall have no right to assign or mortgage this Subcontract or any part of it without the prior written approval of the Contractor’s Procurement Representative, except for subcontracts already identified in the Subcontractor’s proposal.

Rev. 10.0 Jun 2020 8

CLAUSE 4 – DISPUTES

A. Informal Resolution

1. The parties to a dispute shall attempt to resolve it in good faith, by direct, informal negotiations. All negotiations shall be confidential. Pending resolution of the dispute, the Subcontractor shall proceed diligently with the performance of this Subcontract, in accordance with its terms and conditions.

2. The parties, upon mutual agreement, may seek the assistance of a neutral third party at any time, but they must seek such assistance no later than 120 days after the date of the Contractor’s receipt of a claim. The requirement to seek assistance of a neutral third party may be waived or modified only with the consent of all parties. The parties may request the assistance of an established Ombudsman Program, where available, or hire a mutually agreeable mediator, or ask the DOE Office of Dispute Resolution to assist them in selecting a mutually agreeable mediator. The cost of mediation shall be shared equally by both parties. If requested by both parties, the neutral third party may offer a non-binding opinion as to a possible settlement. All discussions with the neutral third party shall be confidential.

3. In the event the parties are unable to resolve the dispute by using a neutral third party or waive the requirement to seek such assistance, the Contractor will issue a written decision on the claim.

B. Formal Resolution

1. If a dispute has not been resolved by informal resolution, it may be submitted to binding arbitration upon agreement of both parties, by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). If arbitration is agreed to by both parties, such decision is irrevocable and the outcome of the arbitration shall be binding on all parties.

2. Each party to the arbitration shall pay its pro rata share of the arbitration fees, not including counsel fees or witness fees or other expenses incurred by the party for its own benefit.

3. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

C. Litigation

Rev. 10.0 Jun 2020 9

If arbitration is declined for such disputes, the parties may pursue litigation in any court of competent jurisdiction.

D. Governing Law

This Subcontract shall be interpreted and governed in accordance with all applicable federal and state laws and all applicable federal rules and regulations.

CLAUSE 5 – RESPONSIBILITY FOR TECHNOLOGY EXPORT CONTROL

The parties understand that materials and information resulting from the performance of this Subcontract may be subject to export control laws and that each party is responsible for its own compliance with such laws in accordance with DEAR 970.5225-1

COMPLIANCE WITH EXPORT CONTROL LAWS AND REGULATIONS,

incorporated herein by reference

CLAUSE 6 – COST ACCOUNTING STANDARDS (CAS) LIABILITY

Applicable to Subcontracts exceeding $750,000

Clause 10 below incorporates into these GENERAL PROVISIONS clauses entitled, “COST ACCOUNTING STANDARDS” or “DISCLOSURE AND CONSISTENCY OF COST ACCOUNTY PRIACTICES” and “ADMINISTRATION OF COST ACCOUNTING STANDARDS”. Notwithstanding the provisions of these clauses, or of any other provision of the Subcontract, the Subcontractor shall be liable to the Government for any increased costs, or interest thereon, resulting from any failure of the Subcontractor, with respect to activities carried on at the site of the work, or of a subcontractor, to comply with applicable cost accounting standards or to follow any practices disclosed pursuant to the requirements of such clause.

CLAUSE 7 – DISCLOSURE AND USE RESTRICTIONS FOR LIMITED RIGHTS

DATA

Generally, delivery of Limited Rights Data (or Restricted Computer Software) should not be necessary. However, only if Limited Rights Data will be used in meeting the delivery requirements of the subcontract, the following disclosure and use restrictions shall apply to and shall be inserted in, any FAR 52-227-14 Rights in Data – General (DEC 2007) Limited Rights Notice on any Limited Rights Data furnished or delivered by the Subcontractor or a lower-tier subcontractor:

A. These “Limited Rights Data” may be disclosed for evaluation purposes under the restriction that the “Limited Rights Data” be retained in confidence and not be further disclosed;

B. These “Limited Rights Data” may be disclosed to other contractors participating in the Government’s program of which this Subcontract is a part for information

Rev. 10.0 Jun 2020 10 or use in connection with the work performed under their contracts and under the restriction that the “Limited Rights Data” be retained in confidence and not be further disclosed; and

C. These “Limited Rights Data” may be used by the Government or others on its behalf for emergency repair or overhaul work under the restriction that the “Limited Rights Data” be retained in confidence and not be further disclosed.

CLAUSE 8 – ORDER OF PRECEDENCE

Any inconsistencies in the documents comprising this Subcontract shall be resolved by giving precedence in the following order: (a) the SCHEDULE OF ARTICLES and this Subcontract Signature Page; (b) these GENERAL PROVISIONS; (c) other referenced documents, exhibits, and attachments; and (d) any referenced specification or Statement of Work.

CLAUSE 9 – SECURITY REQUIREMENTS

A. This Subcontract is intended for unclassified, publicly releasable research or development work. The Contractor does not expect that results of the research project will involve classified information or Unclassified Controlled Nuclear Information (UCNI) (See 10 CFR part 1017). However, the Contractor may review the research work generated under this Subcontract at any time to determine if it requires classification or control as UCNI.

B. If, subsequent to the date of this Subcontract, a review of the information reveals that classified information or UCNI is being generated under this Subcontract, then the security requirements of this Subcontract must be changed. If such changes cause an increase or decrease in costs or otherwise affect any other term or condition of this Subcontract, the Subcontract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this Subcontract.

C. If the security requirements are changed, the Subcontractor shall exert every reasonable effort compatible with its established policies to continue the performance of work under the Subcontract in compliance with the change in the security requirements. If the Subcontractor determines that continuation of the work under this Subcontract is not practicable because of the change in security requirements, the Subcontractor shall notify the Contractor’s Procurement Representative in writing. Until the Contractor’s Procurement Representative provides direction, the Subcontractor shall protect the material as directed by the Contractor.

D. After receiving the written notification, the Contractor’s Procurement

Representative shall explore the circumstances surrounding the proposed change in security requirements and shall endeavor to work out a mutually satisfactory

Rev. 10.0 Jun 2020 11 method to allow the Subcontractor to continue performance of work under this Subcontract.

E. Within 15 days of receiving the written notification of the Subcontractor’s stated inability to proceed, the Contractor’s Procurement Representative must determine whether (1) these security requirements do not apply to this contract or (2) a mutually satisfactory method for continuing performance of work under this Subcontract can be agreed upon. If this determination is not made, the Subcontractor may request the Contractor’s Procurement Representative to terminate the Subcontract in whole or in part. The Contractor’s Procurement Representative shall terminate the Subcontract in whole or in part, as may be appropriate, and the termination shall be deemed a termination under the terms of the Termination for the Convenience of the Government clause.

CLAUSE 10 – CLAUSES INCORPORATED BY REFERENCE

The FEDERAL ACQUISITION REGULATION (FAR) and the U.S. DEPARTMENT OF ENERGY ACQUISITION REGULATION (DEAR) clauses listed below, which are located in Chapters 1 and 9, respectively, of Title 48 of the Code of Federal Regulations, are incorporated by this reference as a part of these GENERAL PROVISIONS, as they exist on the effective date of this Subcontract, with the same force and effect as if they were given in full text, as prescribed below.

The full text of the clauses may be accessed electronically at: http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?sid=802fadefc0bf18e947d936c6ef6ec328&c=ecfr&tpl=/ecfrbrowse/Title48/48tab_02.tpl

As used in the clauses, the term “contract” shall mean this Subcontract; the term “Contractor” shall mean the Subcontractor; the term “subcontractor” shall mean the Subcontractor’s subcontractor, and the terms “Government” and “Contracting Officer” shall mean the Contractor, except in FAR clauses 52.227-14 and 52.245-1, Alternate II, and DEAR clauses 970.5227-4, 952.227-11and 970.5232-3, in which clauses “Government” shall mean the United States Government and “Contracting Officer” shall mean the DOE/NNSA Contracting Officer for Prime Contract with the Contractor. As used in DEAR clauses 952.204-72 and 952.227-9, the term “DOE” shall mean DOE or the Contractor.

The modifications of these clause terms are intended to appropriately identify the parties and establish their contractual and administrative reporting relationship, and shall not apply to the extent they would affect the U.S. Government’s rights. The Subcontractor shall include the listed clauses in its subcontract(s) at any tier, to the extent applicable.

APPLICABLE TO ALL SUBCONTRACTS UNLESS OTHERWISE INDICATED

BELOW:

FAR 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES

FAR 52.216-7 ALLOWABLE COST AND PAYMENT

Rev. 10.0 Jun 2020 12

(substitute 31.3, in subcontracts with educational institutions and 31.7 in subcontracts with nonprofit organizations for 31.2 in paragraph (a))

FAR 52.216-15 PREDETERMINED INDIRECT COST RATES

FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES

FAR 52.222-26 EQUAL OPPORTUNITY

FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS

FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERFICATION

FAR 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND

MATERIALSAFETY DATA with ALTERNATE I (Applies only if Subcontract involves delivery of hazardous materials)

FAR 52.224-3 PRIVACY TRAINING

FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES

DEAR 970.5225-1 COMPLIANCE WITH EXPORT CONTROL LAWS AND

REGULATIONS

DEAR 970.5227-4 AUTHORIZATION AND CONSENT, Paragraph (a).

DEAR 952.204-71 SENSITIVE FOREIGN NATIONS CONTROLS

(Applies if the Subcontract is for unclassified research involving nuclear technology)

DEAR 952.227-9 REFUND OF ROYALTIES

(Applies if “royalties” of more than $250 are paid by a subcontractor at any tier)

DEAR 952.227-11 PATENT RIGHTS – RETENTION BY THE CONTRACTOR (SHORT

FORM

(Applies if the Subcontractor is a nonprofit organization as set forth in 48

CFR 27.301. If Subcontractor does not qualify in accordance with 48 CFR 27.301, it may request a patent waiver pursuant to 10 CFR 784)

FAR 52.227-14 [Check provision below that applies OR include only applicable provision]

RIGHTS IN DATA – GENERAL with ALTERNATE V including new paragraph (j) and DEAR 927.409 revised paragraphs (a) and (d)(3). (Applies if the Subcontract is for development work, or for basic and applied research where computer software is specified as a Deliverable in the Statement of Work or other special circumstances apply as specified in the Agreement)

RIGHTS IN DATA – GENERAL with ALTERNATE IV, and revised paragraph (c) (1) and DEAR 927.409, revised paragraph

(a) Definitions. (Applies if the Subcontract is for basic or applied Research and computer software is not specified as a Deliverable in the Statement of Work, and no other special circumstances apply Per DEAR 927.409)

FAR 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL)

(Applies if the Subcontract is based upon a technical proposal)

FAR 52.229-10 STATE OF NEW MEXICO GROSS RECEIPTS AND

COMPENSATING TAX

(Applies if any part of this Subcontract is to be performed in the State of

New Mexico)

Rev. 10.0 Jun 2020 13

DEAR 970.5232-3 ACCOUNTS, RECORDS, AND INSPECTION

FAR 52.232-20 LIMITATION OF COST

(Applies if the Subcontract is fully funded)

FAR 52.232-22 LIMITATION OF FUNDS

(Applies if the Subcontract is incrementally funded) FAR 52.242-15 STOP-WORK ORDER with ALTERNATE I FAR 52.243-2 CHANGES – COST REIMBURSEMENT with ALTERNATE V FAR 52.244-2 SUBCONTRACTS with ALTERNATE I. Insert in Paragraph (e): "Any subcontract or purchase order for other than "commercial items" exceeding the simplified acquisition threshold. ("Commercial item" has the meaning contained in FAR .202-1, Definitions.)"

FAR 52.245-1 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-

AND- MATERIALS, OR LABOR-HOUR CONTRACTS with Alternate II (JUN 2007). Paragraphs (e)(l), (e)(2), and revised (e)(3). Insert DEAR Subpart 945.5, after the reference to FAR Subpart 45.5).

FAR 52.246-9 INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT

FORM)

FAR 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS

(Applies if the Subcontract involves international air transportation)

FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG

COMMERCIAL VESSELS

DEAR 952.247-70 FOREIGN TRAVEL

FAR 52.249-5 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(EDUCATIONAL AND OTHER NONPROFIT INSTITUTIONS)

DEAR 952.217-70 ACQUISITION OF REAL PROPERTY

(Applies if the Subcontract involves leased space that is reimbursed)

APPLICABLE IF THE SUBCONTRACT EXCEEDS $15,000:

FAR 52.222-36 Equal Opportunity FOR WORKERS WITH DISABILITIES

APPLICABLE IF THE SUBCONTRACT EXCEEDS $150,000:

FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES

FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT

FAR 52.203-7 ANTI-KICKBACK PROCEDURES

FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY

FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS

FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS

FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS

FAR 52.222-37 EMPLOYMENT REPORTS ON VETERANS

DEAR 970.5227.5 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT

Rev. 10.0 Jun 2020 14

APPLICABLE IF THE SUBCONTRACT EXCEEDS $500,000:

FAR 52.227-16 ADDITIONAL DATA REQUIREMENTS

APPLICABLE IF THE SUBCONTRACT EXCEEDS $700,000:

FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN

(Applies to any Subcontract greater than $700,000, to other than a small business, unless there are no subcontracting opportunities)

APPLICABLE IF THE SUBCONTRACT EXCEEDS $750,000:

FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA

(Applies to any Subcontract greater than $750,000)

FAR 52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-

MODIFICATIONS not used when 52.215-10 is included. In subcontracts greater than $750,000. FAR 52.215-12

SUBCONTRACTOR COST OR PRICING DATA. Applies if 52.215-10 applies.

SUBCONTRACTOR COST OR PRICING DATA

(Applies to any Subcontract greater than $750,000 and52.215-10 applies)FAR 52.215-13 SUBCONTRACTOR COST OR PRICING DATA- MODIFICATIONS. Applies if 52.215-11 applies.

SUBCONTRACTOR COST OR PRICING DATA – MODIFICATIONS

FAR 52.230-2 COST ACCOUNTING STANDARDS, excluding paragraph (b) (Applies to nonprofit organizations if they are subject to full CAS coverage as set forth in 48 CFR Chapter 99, Subpart 9903.201-2 (FAR Appendix B).

OR

FAR 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING

PRACTICES, excluding paragraph (b) (Applies to nonprofit organizations if they are subject to modified CAS coverage as set forth in 48 CFR Chapter 99, Subpart 9903.201-2 (FAR Appendix B). Refer to AMS Form 009, Section XIII, if checked, for applicability).

FAR 52.230-5 COST ACCOUNTING STANDARDS – EDUCATIONAL

INSTITUTION, excluding paragraph (b).

FAR 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS

(END OF APPENDIX A GENERAL PROVISIONS)

August 2025 Statement of Work 1

Statement of Work Title Metal Oxide Infrared Reflection Absorption Spectroscopy (MOIRRAS) Accessory

Sponsor Center for Functional Nanomaterials, Brookhaven National Laboratory PIMS not applicable

Lead PI & contact info

Duration of Performance

SOW Version

Ashley Head ahead@bnl.gov 2 years

Version 1

Project Objective

The Center for Functional Nanomaterials (CFN) will partner with a university with expertise in building an accessory for infrared reflection absorption spectroscopy specifically for metal oxide single crystals (MOIRRAS accessory). The accessory will couple to an existing IR spectrometer at the CFN and an ultra-high vacuum chamber that will be built. The accessory will enable studies of sub-monolayer coverages of molecules on metal oxide single crystals, including determining their adsorption geometry.The specific project objectives are:

1) Design and build the MOIRRAS accessory.

2) A UHV chamber will be designed in collaboration with the CFN. The accessory will be integrated with an existing IR spectrometer and the UHV chamber.

3) The system will be tested with CO adsorption on rutile TiO2.

4) Preliminary studies with adsorbates on Cu2O single crystals will be performed.

5) A publication describing the instrument will be submitted.

Project Scope This SOW covers the following activities.

The contract targets funding personnel to design and build a MOIRRAS accessory. The CFN has an existing IR spectrometer for the accessory, but a UHV chamber needs to be designed. The contractor will collaborate with the CFN to ensure the chamber design is compatible with the MOIRRAS accessory. The CFN will work with the contractor to install the accessory at the BNL, perform validation tests, and begin preliminary science studies on Cu2O. Delivering the project scope will bring a new capability to the CFN user community that complements current spectroscopy techniques. Additionally, the collaboration between the CFN and contractor will begin a Cu2O study that highlights the new capability to the user and science community.

Requirements:

1. Design the MOIRRAS Accessory

The contractor will design an IRRAS accessory that polarizes the IR light and selects a range of incident angles. After reflecting on the sample, the light will be collected and focused onto a detector. The accessory will be under the rough vacuum of the spectrometer and interface with the UHV conditions of

Appendix B

August 2025 Statement of Work 2 the sample chamber via feedthroughs and optical ports. The design will accommodate a mercury cadmium telluride (MCT) detector with an 8 hour liquid nitrogen hold time. The design will be approved by the CFN before components are built or ordered.

2. Build the MOIRRAS Accessory

After design approval, the contractor will order components and assemble the accessory. Tests will occur to the extent possible at the home institution. The CFN will cover the costs of shipping the accessory.

3. Confirm the design of the UHV chamber

The CFN will provide a preliminary design of the UHV chamber based on the specifications of the accessory. The contractor will determine that the design will enable proper function of the accessory and approve the UHV chamber design. Once the chamber design is finalized and approved by the CFN and the contractor, the CFN will order the chamber.

4. Installation of the MOIRRAS at the CFN

At least one person will travel to the CFN for installation of the accessory and training of two CFN staff.

5. CO absorption on rutile TiO2 study

To determine the performance of the accessory, the adsorption of CO on a clean rutile TiO2 single crystal at ~100 K will be tested.

6. Studies of absorbates on Cu2O

The CFN and the contractor will collaborate on studying the adsorption of small molecules on Cu2O (111) and (100) single crystals.

7. Regular communication with CFN scientists will occur to review progress and plan effectively.

8. Dissemination of research findings, such as presenting at conferences or publishing articles in peer-reviewed journals is expected.

The contractor PI and the CFN PI will be co-corresponding authors on articles resulting from the collaboration. The contracting institution will be acknowledged in research articles and conference presentations.

August 2025 Statement of Work 3

Deliverables

Deliverable Description Due Date (in # of days or weeks after contract award) Do not put a specific date in here.

Experimental plan A detailed experimental plan will be developed to track progress of the accessory design, build, installation, and execution of subsequent experiments.

4 weeks after award of contract

MOIRRAS accessory design sent to BNL for approval

The design of the accessory will be approved by the CFN and the contractor.

8 weeks ARO

UHV Chamber design approval

The CFN will provide a UHV chamber drawing. The contractor will confirm that the design accommodates the MOIRRAS accessory.

12 weeks ARO

All components ordered The contractor will confirm that all components of the MOIRRAS accessory have been ordered.

16 weeks ARO assembly report

The contractor will assemble the MOIRRAS accessory and do relevant testing to the extent possible with equipment at the home institution. A report of the findings will be submitted to the CFN.

40 weeks ARO delivery

The accessory will be delivered to BNL. 64 weeks ARO

Installation The MOIRRAS accessory will be installed at BNL.

72 weeks ARO

Commissioning CO adsorbed onto TiO2 will be used as a first system to test the performance.

80 weeks ARO

Initial Cu2O Studies The adsorption and reaction of small molecules on Cu2O single crystalline surfaces will be initiated in collaboration with contractor.

90 weeks ARO

August 2025 Statement of Work 4

Progress Report A progress report will be provided every month either via email or video conference. The report will detail progress, next steps, and any issues or corrective actions.

Every month

Publication draft The contractor PI and the BNL PI will collaborate on publications, with the first publication to focus on a description of the instrument.

100 weeks ARO after award of contract

August 2025 Statement of Work 5

Schedule

Task or Milestone Milestone? Month of occurence

Experimental plan no 1

MOIRRAS design sent to BNL No 2 UHV Chamber design approval No 3 Order all components No 4 Assemble the MOIRRAS accessory No 10 Delivery No 16 Installation No 18 Publication drafted no 24

Assumptions This Statement of Work is based on the following assumptions.

Brookhaven Science Associates will provide the following at the CFN:

• Bruker 80v Infrared Spectrometer with an MCT detector 8 hour liquid nitrogen hold time

• UHV chamber initial design

• CFN will purchase the UHV chamber and all required components, such as sputtering, sample holder, pumps, viewport, lighting, camera, and flanges

• The CFN will design and build a frame for the spectrometer, MOIRRAS accessory, and UHV chamber

• All metal oxide samples

These items will be furished at the CFN for installation.

The CFN will have the spectrometer serviced, including alignment, 6 months prior to installation.

Reporting

A monthly email detailing progress, schedule, and any issues will be submitted to the CFN. A videoconference may occur in place of the email if both PI deems necessary.

Ashley Head Technical Representative Center for Functional Nanomaterials

BROOKHAVEN NATIONAL LABORATORY

SUPPLIER QUALITY ASSURANCE REQUIREMENTS

(BNL-QA-101)

5.2/2d01e011.docx Page 1 of 6 (04/2025)

PO/Contract No.: _______468887_____________________________

1.0 PURPOSE & SCOPE

1.1 This document establishes quality assurance requirements to which Suppliers to Brookhaven Science Associates (BSA) must conform when specified in the procurement documentation.

1.2 This document contains two main sections. Section 3.0 covers the general requirements that are applicable to all Suppliers.

Section 4.0 contains special quality requirements that are applicable only when specifically invoked in the procurement documentation.

2.0 DEFINITIONS

2.1 The term Procurement documentation means the purchase order

(PO), contract, subcontract, Request for Proposal (RFP), Request for Quotation (RFQ) or other written agreement with the Supplier (seller) in which the requirements of BSA are incorporated.

2.2 The term Buyer means BSA operating Brookhaven National

Laboratory, acting by and through its Procurement & Property Management Division (PPM) issuing the PO/contract.

2.3 The term Supplier (seller) means the legal entity, which is the contracting party, with the Buyer with respect to the procurement documentation.

2.4 The term article or item means a product and/or a service.

3.0 GENERAL REQUIREMENTS

Unless otherwise specified in the procurement documentation, the following General Requirements apply:

3.1 Supplier’s Quality System and Quality Requirements

The Supplier must have and maintain an effective quality system that will, as a minimum, comply with all of the requirements as designated by the following:

3.1.1 A quality system certified/registered to the ISO

9001 standard: (latest revision as of the date of issuing the procurement documentation).

3.1.2 A quality system that meets the requirements of the

ISO 9001 standard: “Quality Management Systems – Requirements” (latest revision as of the date of issuing the procurement documentation).

3.1.3 Conformance to Supplier’s/Manufacturer’s quality

program or system.

3.1.4 Other: Refer to procurement documentation, (e.g. PO, Statement of Work [SOW], specifications, drawings) for quality requirements.

NOTE: Clauses 3.2 through 3.22 apply to all POs and will be included collectively in other procurement documentation when required/specified.

3.2 Assessment by Buyer

The Supplier’s quality system is subject to assessments by the Buyer’s Representative(s) for conformance with the requirements of the PO. Supplier or Distributor must allow BSA representatives, BSA customers, and regulatory agencies right of entry into the Supplier’s facilities to determine and verify product, processes, records, personnel, material, procedures, and systems.

3.3 Change Approval

No change(s) are permitted to be made to any Buyer requirements, (e.g. part number, model number, etc.) without the prior written approval of the Buyer.

3.4 Responsibility for Subcontractors

It is the responsibility of the Supplier to impose applicable requirements from this document upon their subcontractors.

Additionally, the Buyer reserves the right to disapprove, in writing, any subcontractor. For nuclear facility requirements per NQA-1, the Supplier must incorporate NQA-1 requirements in sub-tier procurement documents.

3.5 Responsibility for Conformance

The Supplier is responsible to provide items that conform to the requirements of the PO regardless of any assessments, surveillances, inspections and/or tests by the Buyer or its representatives at either the Supplier’ or Buyer’s facility. The Buyer reserves the right to request failure analysis and corrective action for non-conforming articles or items submitted or supplied to the Buyer. The Supplier is responsible for notifying the Buyer of any recalls or alerts associated with this

PO.

When NQA-1 requirements are imposed, prior to shipment, the Supplier must report any nonconformance that cannot be corrected to full conformance and obtain approval from BNL for possible Use-As-Is or Repair dispositions. Additionally, for commercial grade services, a service performance record must be provided that documents the adequacy of the service performed to the identified critical characteristics documented in the PO/contract.

3.6 Protection of Material and Equipment

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

3.7 Measuring and Test Equipment (M&TE) Calibration

The Supplier must calibrate any M&TE used in the fulfillment of the PO requirements against certified standards that are traceable to the National Institute of Standards and Technology (NIST), or some other recognized national or international standard, or physical constant. The Supplier must notify the Buyer of any condition found during the calibration, servicing or

SUPPLIER QUALITY ASSURANCE REQUIREMENTS BNL-QA-101

5.2/2d01e011.docx Page 2 of 7 (04/2025) repair of measuring and test equipment that can affect the end item requirements.

3.8 Suspect Counterfeit Parts

The Supplier shall verify the procurement source and associated documentation certifying authenticity.

Appropriate incoming inspection and / or test methods shall be used to detect potential suspect counterfeit items.

The Supplier shall flow this requirement down to all sub-tier suppliers to prevent the inadvertent use of suspect counterfeit items.

Distributors shall not modify, rework or repair any items shipped on this order.

For reference only, a list of authorized/franchised distributors for electronic components can be found at:

https://www.trustedparts.com/

* For more information refer to the following Department of Energy website: https://www.energy.gov/ehss/corporate-reporting-analysis/databases/suspectcounterfeit-and-defective-items

3.9 Electrostatic Discharge Control

Items that are susceptible/sensitive to electrostatic discharge (ESDS) must be handled and packaged to protect them from damage. Items and/or packages must be labeled to indicate the susceptibility to electrostatic discharge.

3.10 Electrical or Fire Protection Equipment, Material, and

Systems All electrical or fire protection equipment, material, and systems delivered to BNL must be certified, listed, or labeled by a Nationally Recognized Testing Laboratory (NRTL). The CE mark is NOT a recognized NRTL certification mark. (For a listing of OSHA-recognized NRTLs, refer to http://www.osha.gov/)

For electrical or fire protection equipment, material, and systems which no NRTL accepts, certifies, lists, labels, or otherwise determined to be safe, the Supplier must determine the equipment to be safe for its intended use. The determination must be made on the basis of test data. The determination and test data documents must be made available to BSA prior to or upon delivery for review and acceptance by the applicable BSA Authority Having Jurisdiction

(AHJ).

In accordance with 29 CFR 1910.147(c)(2)(iii) whenever new machines or equipment are provided with energy isolating devices, those devices must be designed to accept a lockout device.

3.11 Hoisting & Rigging Equipment

All hoisting & rigging equipment used at BNL must meet the requirements of the latest applicable OSHA Regulations and ASME B30 Series standards for design, construction, markings, and proof load testing.

When proof load testing is required by the standards, a certificate must be provided upon delivery documenting the proof test.

3.12 Deleted – requirements were added to each Purchase Order as the “Advance Notification of Delivery.”

3.13 Powered Machine Shop Equipment

All powered machine shop equipment (e.g., lathe) delivered to BNL must meet the requirements of the latest applicable OSHA 1910 Regulations (e.g., part subpart O). Equipment purchased must include an integrated NFPA 79 compliant emergency stop and an anti-restart device.

3.14 Vehicle-Mounted Elevating and Rotating Aerial Devices

All vehicle-mounted and rotating aerial devices equipment used at BNL must meet the requirements of ANSI A92.2.

3.15 Self-propelled Elevating Work Platform Equipment

All self-propelled elevating work platform equipment (e.g., scissor lift) used at BNL must meet the requirements of ANSI A92.6.

3.16 Manually Propelled Elevating Aerial Platform Equipment

All manually propelled elevating aerial platform equipment used at BNL must meet the requirements of ANSI 92.3.

3.17 Boom Supported Elevating Work Platform Equipment

All boom supported elevating work platform equipment used at BNL must meet the requirements of ANSI 92.5.

3.18 Powered Industrial Trucks and Attachments

Powered industrial trucks (e.g. forklifts, hi-lows) must meet the requirements of the ANSI/ITSDF B56 series for design, construction, markings, and test loading. Industrial truck attachments must be approved by the truck manufacturer and supplied with an attachment data plate indicating the new truck capacities.

3.19 Used Industrial Equipment

For used industrial equipment (e.g. scissor lifts, forklifts, etc.), a Certificate of Conformance as defined in clause 4.16 must be provided as objective evidence and must additionally state that all maintenance and manufacturing alerts have been screened and all required repairs and improvements have been completed. The Supplier must provide records of the last year of maintenance.

3.20 Global Harmonized System Compliance

The supplier of chemicals must deliver the chemical in full compliance with the Department of Labor, Occupational Safety & Health Administration (OSHA)’s Globally Harmonized System (GHS) Hazard Communication Standard (29CFR1910.1200), available at:

https://www.osha.gov/dsg/hazcom/HCSFinalRegTxt.html

All hazardous chemicals delivered to BNL must be accompanied by an GHS Safety Data Sheets (SDS) with the format and content specified in 29CFR1910.1200. For information on the GHS SDS see OSHA Brief- Hazard Communication Standard: Safety Data Sheets Publication 3514 available at:

https://www.osha.gov/Publications/OSHA3514.pdf

All hazardous chemicals delivered to BNL after 12/01/2015 must have a label with the elements specified in 29CFR1910.1200 [product identifier; pictograms; signal words; hazard statement(s);

precautionary statement(s); and manufacturer, importer, or distributor’s name, address, and telephone number]. For information on the GHS label, see OSHA Brief- Hazard Communication Standard: Labels and Pictograms Publication 3636 available at:

https://www.osha.gov/Publications/OSHA3636.pdf

3.21 Age/Shelf Life and Storage Control

The Supplier must have an effective storage and age control system for items where acceptability is limited by the age or manner of storage of the item. The system must include a method of identifying the expiration date on the containers in which material is delivered to the Buyer. Special handling conditions must be recorded on certifications and shipping documents covering the material delivered to the Buyer. At the time of receipt, the material must not have less than three-quarters of its shelf life remaining, without prior written approval from the Buyer for each shipment.

3.22 Product Recalls/Product Bulletins/Safety Alerts

https://www.energy.gov/ehss/corporate-reporting-analysis/databases/suspectcounterfeit-and-defective-items https://www.energy.gov/ehss/corporate-reporting-analysis/databases/suspectcounterfeit-and-defective-items http://www.osha.gov/ https://www.osha.gov/dsg/hazcom/HCSFinalRegTxt.html https://www.osha.gov/Publications/OSHA3514.pdf https://www.osha.gov/Publications/OSHA3636.pdf

5.2/2d01e011.docx Page 3 of 7 (04/2025)

Any and all product recall alerts, product bulletins, or safety alerts must be communicated…