Enclosure 1-Draft Contract.pdf

ENCLOSURE 1

Buyer Amount Contract Number

Cheryl Eleazer $0.00 453288

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

The Contractor shall assist BSA by supplying and delivering Liquid Helium as well as the pickup, re-delivery and the offsite storage of Liquid Helium remaining onsite at

Brookhaven National Laboratory (BNL) as part of the cool down period of 3-5 months for the Relativistic Heavy Ion Collider (RHIC).

Seller to pick-up, "store", and return to BNL three (3) liquid helium trailers, at least two of which must be 15,000 gallon capacity (25,000 to 40,000 lbs total for the three trailers).

Expected pick up dates will be September 2025. Return will be at the beginning FY26

RHIC run.

Note: If RHIC run 26 does not happen, the Seller must compensate BNL for liquid helium received at the end of RHIC run 25, or guarantee the re-delivery of the same quantity of liquid helium to BNL for EIC cooldown years down the road.

All work shall be conducted in strict accordance with Attachment A - Statement of Work

35015140, SOW091, Rev. 8, dated October 11, 2019.

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

March 4, 2026.

III. USAGE:

This Contract is not a mandatory source of supply for BSA. BSA neither implies nor

Rev. 9.4, February 2018 2 guarantees a specific quantity level or dollar amount of purchases resulting from this

Contract.

IV. 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 _____________ US Dollars

($0.00). The said sum shall constitute full compensation for all services and materials furnished hereunder.

B. Payment: Payment will be made upon receipt and approval of properly certified invoices.

Kindly direct all inquiries relating to the invoices and payments to _________.

(He/She) contact information is: email: _________@bnl.gov.

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. 400-D.

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 BSA National Laboratory, 98 Rochester

Street, Upton, Long Island, New York. Freight Prepaid.

V. RELEASE MECHANISM:

Individual releases under this Contract will be released by phone call or email to the supplier by the following authorized individuals:

XXXXXXXX

XXXXXXXX

All deliveries shall coordinated through the above individuals prior to coming on site to make the delivery.

VI. DELIVERY/LABELING REQUIREMENTS:

All delivery tickets must be signed by an authorized BSA Representative. The packing list which accompanies the delivered material must include the following:

Rev. 9.4, February 2018 3

• The BSA Purchase Order Number 453288

• The Supplier’s reference number that will be used on invoices and statements

• The name of the individual requesting the material is to be included on the Packing

Slip

• The item and quantities requested

• The items and quantities delivered

• Unit pricing

• A reference number to identify parts in Supplier’s price listing and the listing used when more than one listing is supplied

IV. AUTHORIZED REPRESENTATIVES

A. BSA’s Technical Representative: ____________ of the __________, located in

Building __________ 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 __________(phone), ___________(e-mail).

B. BSA’s Contractual Representative: ________, located in Building_________, telephone no. ___________, __________ (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. (He/She) shall act as point of contact between BSA and the Contractor in technical matters only. (He/She) can be reached at ________(phone), _____(e-mail).

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

VII. 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: http://www.bnl.gov/ppm/T-Cs/t-c.asp. Should the Contractor have any questions and/or not have access to these terms and conditions, contact the buyer or contracts specialist immediately.

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

Rev. 9.4, February 2018 4

Attachment A - Statement of Work 35015140, SOW091, Rev. 8, dated October 11, 2019

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.