Enclosure (1) Draft Contract 449158.pdf

Enclosure (1)

Draft Contract 449158

Contractual Representative Amount Contract Number

Philip J. Bernath TBD 449158

BROOKHAVEN NATIONAL LABORATORY

Brookhaven Science Associates

P.O. Box 5000

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

TBD

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 provide engineering, labor, transportation (including travel expenses) to analyze and diagnose vibrations on the AMX and FMX Mirror systems in accordance with Attachment

(A) Statement of Work FMX (17-ID-2) beamline, dated June 12, 2024.

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

Item Qty Description Delivery 1 1 Lot Summary of Findings Document for the

X-ray mirrors for the AMX (17-ID-1) and FMX (17-ID-2) beamlines 5 weeks ARO*

*ARO – After Receipt of Order

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 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 of TBD US Dollars ($00.00). The said sum shall constitute full compensation for all services and materials furnished hereunder.

B. Options:

BSA retains the right to purchase the option as listed below at the stand-alone option price and quantity as set forth below. The option line item is exercisable at the unilateral discretion of

BSA. Such pricing shall remain firm for Two (2) years from Contract award. The option, if exercised, will be exercised by written modification at the following price:

Item Qty Description Total Price

1 1 Lot Implementation of design improvements and/or upgrades to mitigate the effect of the mirror systems vibrations. $TBD_

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

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:

Milestone Amount

1. Receipt and Acceptance of Summary of Findings Report $

TOTAL PRICE: $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.

C. Freight: Freight terms shall be “DAP” Delivered At Place, Brookhaven National Laboratory, 98 Rochester Street, Upton, Long Island, New York.

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

Standard Shipping Instructions are provided athttp:/www.bnl.gov/ppm/linkable_files/pdf/ShippingInstructions.pdf.

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.

http://www.bnl.gov/ppm/linkable_files/pdf/ShippingInstructions.pdf

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 purchase order or contract.

All 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: Scott Coburn of the Photon Sciences Division, located in

Building 743 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 631-344-7110

(phone), coburn@bnl.gov (e-mail).

mailto:PPMTraffic@BNL.gov mailto:coburn@bnl.gov

B. BSA’s Contractual Representative: Philip J 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: Dr. Tetsuro Mochizukiis the Contractor’s authorized

Technical Representative, hereunder. He shall act as point of contact between BSA and the

Contractor in technical matters only. He can be reached at +81-46-253-1411 (phone), mochizuki@toyama-jp.com (e-mail).

D. Contractor’s Contractual Representative: Hiroya Suzuki is the Contractor’s authorized

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

Contractor. He can be reached at +81-46-253-1411 (phone), h-suzuki@toyama-jp.com (e-mail).

V. ADDITIONAL TERMS

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

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

970.5227-1 are incorporated herein and made a part hereof.

Article 23 entitled “Warranty” is modified to reflect a two (2) year warranty. The contractor shall warranty the equipment against failure and defects for a period of two (2) years from delivery and final acceptance at BNL.

The provisions of Brookhaven Science Associates, LLC Supplemental Terms and Conditions for Work by Contractors on Site at Brookhaven National Laboratory Rev. 22 (SEP 2022)

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.

For the portion for work covered under this Contract, which is to be accomplished outside the United

States of America, the following articles are hereby made inapplicable, insofar as they relate to work performed outside 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 56 Utilization of Small Business Concerns 52.219-8

Article 57 Contract Work Hours & Safety Standards Act - Overtime Compensation 52.222.4

Article 60 Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000 52.222.20

Article 61 Prohibition of Segregated Facilities 52.222-21

Article 62 Equal Opportunity 52.222-26

Article 64 Equal Opportunity for Veterans 52.222-35

Article 65 Equal Opportunity for Workers with Disabilities 52.222-36 Article 66 Employment Reports on Veterans 52.222-37

Article 74 Acquisition of Epeat® – Registered Televisions (Alternate I) 52.223-4 Article 79 Buy American Act - Supplies 52.225-1 mailto:mochizuki@toyama-jp.com mailto:h-suzuki@toyama-jp.com https://www.bnl.gov/ppm/terms-and-conditions.php https://www.bnl.gov/ppm/terms-and-conditions.php

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

Attachment (A) Statement of Work FMX (17-ID-2) beamline, dated June 12, 2024.

Attachment (B) BNL Supplier Quality Assurance Requirement (BNL-QA-101), dated 11/2020

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

ACCEPTED:

BROOKHAVEN SCIENCE

ASSOCIATES, LLC.

By: By:

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.