Enclosure (1) Draft Contract 455376.docx

Enclosure 1

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 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 for purchase and delivery of Computer Clusters for the Twinax Cables for Data Transmission in Cryogenic Temperatures of DUNE in accordance with Attachment (A) Statement of Work, signature date of 18 October 2024, and Attachment (B) BNL-QA-101 incorporated herein.

A. Reports/Deliverables: The Contractor shall provide the deliverables, reports, etc. in accordance with the incorporated statement of work.

II. PERIOD OF PERFORMANCE/DELIVERY:

All deliverables under this Contract shall be completed no later than 30 April 2027. The following schedule shall be followed for delivery:

1,750 pieces of 22 m cables with part number of HDR-223199-02-ECDP

a) Delivery of the first batch on or before April 30, 2026

b) Delivery of full order on or before April 30, 2027, in 5 batches

2,200 pieces of 27 m cables with part number of HDR-227794-03-ECDP.

a) Delivery of the first batch on or before June 30, 2025

b) Delivery of full order on or before February 28, 2026, in 4 batches.

The delivery of cables will start with 27 m cables first, followed by 22 m cables.

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.

27m Cables (HDR-227794-03-ECDP) 2,200 pieces $

Total: $

B. Payment: Payment will be made upon receipt, acceptance of items according to SOW standards, and approval of properly certified invoices.

Payment terms are Net 30, Net 10 for small businesses.

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 FOB Destination Freight Prepaid, “DAP” Delivered At Place, Brookhaven National Laboratory, 98 Rochester Street, Building 725, Upton, Long Island, New York.

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 Brookhaven National Laboratory (BNL), Building 725, between the hours of 8:00 am and 4:00 pm.

Monday through Friday. Any delivery outside normal delivery hours will NOT be accepted unless advanced notification was provided and arrangements were made through Receiving (631344-2310, 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 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.

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.

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: XXXXXXX of the Physics Department is BSA's Technical Representative, hereunder. He/She shall act as liaison between BSA and the Contractor in technical matters only. He/She can be reached at 631-344-XXX (phone), XXXXXX (e-mail).

B. BSA’s Contractual Representative: Eric Nagel, telephone no. (631) 344-4621 enagel@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. She/He shall act as point of contact between BSA and the Contractor in technical matters only. She/He can be reached at _______ (phone), _______ (e-mail).

D. Contractor’s Contractual Representative: _________ is the Contractor’s authorized Contractual Representative, hereunder. She/He shall act as liaison between BSA and the Contractor. He can be reached at _______ (phone), _______________(e-mail).

V. ADDITIONAL TERMS

The provisions of Brookhaven Science Associates, LLC General Terms and Conditions for Commercial Items & Services, Rev. 22.0 (September 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.

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.

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

Attachment (A) Statement of Work, signature date 18 October 2024

Attachment (B) BNL-QA-101, Version 04/2024

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

ACCEPTED:

BROOKHAVEN SCIENCE ASSOCIATES, LLC.

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 wish to take exception(s)/alteration(s), you shall notify BSA's Contractual Representative.

Draft Contract 448914