Enclosure (1) Draft Contract 431913.pdf

Draft Contract 431913

Contractual Representative Amount Contract Number

Philip Bernath $66,800.00 431913

BROOKHAVEN NATIONAL LABORATORY

Brookhaven Science Associates

P.O. Box 5000

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

Carl Zeiss Jena GmbH

Carl Zeiss-Prominade 10

07745 Jena, Germany

CONTRACT

This Contract (the "Contract") is between the party named above (the "Contractor"), and Brookhaven Science

Associates, LLC. ("BSA"), the latter acting under 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 be responsible to Perform an etching study to confirm Offeror can guarantee a given antiblaze angle; the grating will not be purchased unless the study results in an antiblaze angle of at least > 10 degrees. After completion of the study, BSA has the option to purchase the grating or not. Should BSA purchase the grating, the Contractor shall be responsible for the, manufacturing, testing and delivery for the fabrication of the NSLS-II SIX Ultrahigh Energy Resolution

Spectrometer Grating and all related hardware, in accordance with Attachment (A) Brookhaven

National Laboratory Statement of Work and Specification for the NSLS-II SIX Ultrahigh Energy

Resolution Spectrometer Grating, at Brookhaven National Lab (BNL), NSLSII-2-ID-SOW-SPC-005, Version1, dated 7 June, 2023, Attachments (A1) and (A2) statement of work referenced documents, and Attachment (B) incorporated herein.

A. Reports/Deliverables: The Contractor shall provide the following deliverables:

Item Qty Description Complete at BNL

1 1 Lot Manufacturing program Plan November 21, 2023

2 1 Lot Acceptance Test Procedure November 21, 2023

3 1 Lot Perform an etching study to confirm Offeror can guarantee a given antiblaze angle;

the grating will not be purchased unless the study results in an antiblaze angle of at least > 10 degrees.

After completion of the study, BSA has the option to purchase the grating or not, dependent upon the results.

Offeror to be paid for Milestone 1 -3

Regardless of the study results. February 7, 2024

B. Key Personnel

The personnel listed below are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed personnel, the Contractor must: (1) Notify BSA’s contractual representative in writing; (2) submit justification

(including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract; and (3) obtain BSA’s written approval.

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

Project Manager: Tobias Moeller

BSA retains the right to require removal of contractor personnel whose actions, while assigned to this contract, clearly conflict with BSA’s interests. The reason for removal shall be fully documented in writing by BSA. When such removal occurs, BSA and the

Contractor shall mutually agree upon an expedient timeframe for assigning qualified replacement personnel to the resulting vacancy.

The list of personnel may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel.

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 until February 29, 2024.

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 Sixty Six Thousand, Eight Hundred US

Dollars ($66,800.00). The said sum shall constitute full compensation for all services and materials furnished hereunder.

B. Options: BSA retains the right to purchase the option(s) as listed below at the stand-alone option prices and quantities as set forth below. Such prices shall remain firm for 150 (One

Hundred Fifty) Days from Contract award.

Item Qty Description Complete at BNL Price

1 1 Lot Factory Acceptance Test

Report and Test Certificates 21 Months AAES* __________

2 1 Lot SIX Ultrahigh Energy

Resolution Spectrometer Grating 22 Months AAES* __________

3 1 Lot Data/Reports/Documentation In accordance with the SOW __________

*AAES – After Acceptance of Etching Study

Milestone payment schedule for options to be negotiated at time of option execution.

C. 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

1. BSA Receipt and Acceptance of the

Manufacturing/Program Plan $4,300.00

2. BSA Receipt and Acceptance of the Acceptance

Test Procedure $4,300.00

3. BSA Receipt and Acceptance of the Etching Study $58,200

TOTAL PRICE $66,800.00

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.

mailto:apinvoices@bnl.gov

D. Freight: Freight terms shall be FOB Destination Freight Prepaid, “DAP” Delivered At

Place, Brookhaven National Laboratory, 98 Rochester Street, Upton, Long Island, New

York.

E. 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 Brookhaven 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: PPMTraffic@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: PPMTraffic@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 contract.

Ocean Shipments:

For foreign shipments that will be transported via ocean freight the 10-2 REQUIREMENTS

Form located at http://www.bnl.gov/ppm/linkable_files/pdf/TenTwoForm.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

BNL@interfreight.net. A copy should also be emailed to PPMTraffic@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.

https://www.bnl.gov/shipping/ mailto:PPMTraffic@BNL.gov mailto:PPMTraffic@BNL.gov http://www.bnl.gov/ppm/linkable_files/pdf/TenTwoForm.pdf mailto:BNL@interfreight.net mailto:PPMTraffic@BNL.gov

Special notice regarding 10-2 Form: Failure to submit the 10-2 Form may 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-security/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: ______ of the Photon Sciences department, located in

Building xxx 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-

5xxx(phone), _______ (e-mail).

B. BSA’s Contractual Representative: Philip Bernath, located in Building 902B, telephone

no. (631)344-3947 pbernath@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: _________________ the Contractor’s authorized

Technical Representative, hereunder. He shall act as the point of contact between BSA and the Contractor in technical matters only. He can be reached at ___________ (phone), _____________ (e-mail).

D. Contractor’s Contractual Representative: ______________ is the Contractor’s authorized

Contractual Representative, hereunder. He shall act as liaison between BSA and the

Contractor. He can be reached at ___________ (phone), ________________(e-mail).

https://urldefense.com/v3/__https:/www.cbp.gov/border-security/ports-entry/cargo-security/importer-security-filing-102__;!!P4SdNyxKAPE!HW2xAZpq08EGZkcPeZ3aOjB55qx2UCfjdwfjxRKQKrmDVSAkUo7Kz9udoL8hDY32RMRNxWwfjRno_yNvFUsBFS1F$ https://urldefense.com/v3/__https:/www.cbp.gov/border-security/ports-entry/cargo-security/importer-security-filing-102__;!!P4SdNyxKAPE!HW2xAZpq08EGZkcPeZ3aOjB55qx2UCfjdwfjxRKQKrmDVSAkUo7Kz9udoL8hDY32RMRNxWwfjRno_yNvFUsBFS1F$ mailto:BNL@interfreight.net mailto:jdvorak@bnl.gov mailto:pbernath@bnl.gov mailto:tobias.moeller@zeiss.com

V. GOVERNMENT PROPERTY

If requested by BSA, the Contractor shall submit a copy of its procedures for control of Government property to the BSA contractual representative within 30 days after receipt of this Contract. At the conclusion of this Contract the Contractor shall submit a list of any/all Contractor acquired

Government property purchased with the funding provided under this Contract utilizing the

Government Equipment Acquisition Report Form- Accountability and Disposition, or equivalent, within 30 days.

VI. ADDITIONAL TERMS

The provisions of Brookhaven Science Associates, LLC General Terms and Conditions for

Non-Commercial Items, Rev. 22 (Sep 2022) with the article titled: Rights in Data Facilities, Dear

970.5227-1 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.

Should a portion of the work covered under this Contract be accomplished outside the United States of America, the following articles shall be made inapplicable, insofar as they relate to work performed outside of the United States. All General Provisions of the Terms and Conditions are in full force and effect for any work performed within the United States.

Article Title of Clause FAR Ref.

Article 55 Utilization of Small Business Concerns 52.219-8

Article 56 Contract Work Hours & Safety Standards Act - Overtime Compensation 52.222.4 Article 58 Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000 52.222.20

Article 59 Prohibition of Segregated Facilities 52.222-21

Article 60 Equal Opportunity 52.222-26

Article 62 Equal Opportunity for Veterans 52.222-35

Article 63 Equal Opportunity for Workers with Disabilities 52.222-36

Article 64 Employment Reports on Veterans 52.222-37

Article 71 Acquisition of Epeat® – Registered Televisions (Alternate I) 52.223-14 Article 77 Buy American Act - Supplies 52.225-1

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

Attachment (A) Brookhaven National Laboratory Statement of Work and Specification for the NSLS-II

SIX Ultrahigh Energy Resolution Spectrometer Grating, at Brookhaven National Lab

(BNL), NSLSII-2-ID-SOW-SPC-005, Version1, dated 7 June, 2023

Attachment (A1) Requirements for Design and Fabrication of Components for NSLS-II UHV Systems, LT-ENG-RSI-SR-VA-002, Rev A, Dated 12/18/2008 https://www.bnl.gov/ppm/terms-and-conditions.php https://www.bnl.gov/ppm/terms-and-conditions.php

Attachment (A2) NSLSII SIX Beamline Gratings, SIX Beamline Substrate, PD-SIX-GRTG-003, Rev. A, Dated 06/2023

Attachment (B) BNL Supplier Quality Assurance Requirements (BNL-QA-101) Dated 11/2020

Modified as delineated within the Statement of Work and Technical Specification

NSLSII-2-ID-SOW-SPC-005 listed herein as Attachment (A), Section 4 entitled

Quality Assurance Requirements.

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

ACCEPTED:

BROOKHAVEN SCIENCE ASSOCIATES,

LLC.

By: By:

Name: Name: Philip J. Bernath_________

Title: Title: Contract Administrator__

Date: Date:

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.