Enclosure 1 Draft Contract.pdf

Contract Specialist Amount Contract Number

Kevin Kirkendall TBD 443822

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

All work shall be conducted in strict accordance with Attachment (B) Statement of Work

(SOW) entitled “Statement of Work for the Forward Hadronic Calorimetry SiPMs for EIC”

Doc. No. EIC-DET-SOW-025, Rev 00, Dated May 15, 2024, Attachment (C)

Specifications Dated April 29, 2024, and Attachment (D) BNL-QA-101.

The Contractor shall design, manufacture, inspect, test and deliver:

Line Qty Description

1 341,380 Forward Hadronic Calorimetry SiPMs

2 (Option) 257,874 Forward Hadronic Calorimetry SiPMs

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

Item Deliverable Due

BSA

Approval

1 Program Plan Four (4) weeks after award of contract Yes

2 Manufacturing/Inspection/Test Plan Four (4) weeks after award of contract Yes

3 Acceptance Test Procedure (ATP) Prior to first use Yes

6 Delivery of SiPMs in batches As set forth in section 6 schedule of the

SOW

Yes

7 End Item Documentation As set forth in section 6 schedule of the

SOW

Yes

II. DELIVERY DATE:

The delivery date of a final product (Item 7 above) shall be no later than July 30, 2026.

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. The said sum shall constitute full compensation for all services and materials furnished hereunder.

B. Remaining Balance of SiPMs (Option): The option to provide the remaining quantity of 257,874 SiPMs has been priced at XXXX USD ($XXXX) and remains unfunded at time of award. BSA retains the right, should funds become available and it is determined to be in its best interest to do so, to unilaterally exercise this option within 18 months after contract award. The pricing for these services shall remain valid through the award and execution of the Contract. If the option is exercised the anticipated period of performance will be XX months.

C. Payment: Payment will be made upon receipt and approval of properly certified invoices. Payment will be in accordance with the Milestone Payment Schedule.

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.

D. Freight: Freight terms shall be (for North American shipments insert:) FOB

Brookhaven 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.

G. 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:

https://www.bnl.gov/shipping/

All deliveries must arrive at 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 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 BNL@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 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 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 https://www.cbp.gov/border-security/ports-entry/cargo-security/importer-security-filing-102 https://www.cbp.gov/border-security/ports-entry/cargo-security/importer-security-filing-102

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: XXXX is BSA's Technical Representative, hereunder. He shall act as liaison between BSA and the Contractor in technical matters only and can be reached at XXXX@bnl.gov or at (631)344-XXXX.

B. BSA’s Contractual Representative: Kevin Kirkendall, located in Building

1005S, telephone no. (631)344-4605, kkirkenda@bnl.gov, 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 and shall act as point of contact between BSA and the Contractor in technical matters only. They can be reached at____.

D. Contractor’s Contractual Representative: _______________is the Contractor’s authorized Contractual Representative, hereunder and shall act as liaison between

BSA and the Contractor. They can be reached at ____________.

V. ADDITIONAL TERMS

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

Commercial Items and Services, 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: PPM | Terms and Conditions (bnl.gov). 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 mailto:BNL@interfreight.net mailto:XXXX@bnl.gov mailto:kkirkenda@bnl.gov https://www.bnl.gov/ppm/terms-and-conditions.php 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 74 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): BSA General Terms and Conditions for Commercial Items, Rev 22.0 Sep 2022

Attachment (B): Statement of Work Dated May 15, 2024

Attachment (C): Specifications Dated April 29, 2024

Attachment (D): BNL-QA-101

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

ACCEPTED:

CONTRACTOR BROOKHAVENSCIENCE

ASSOCIATES, LLC.

By: By:

Name: Name:

Title: Title:

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.