Enclosure 7 - BSA_Construction_Rev25.pdf

BSA Construction, Rev. 25.0; (Date September 10, 2026) 1 of 53

BROOKHAVEN SCIENCE ASSOCIATES, LLC

GENERAL TERMS AND CONDITIONS

FOR CONSTRUCTION AND LABOR HOUR AGREEMENTS

AT

BROOKHAVEN NATIONAL LABORATORY

Table of Contents Article 1 DEFINITIONS Article 2 ORDER OF PRECEDENCE Article 3 ACCEPTANCE OF AGREEMENT, SURVIVABILITY Article 4 COMPLETE AGREEMENT Article 5 UNAUTHORIZED OBLIGATION Article 6 RESPECTFUL WORKPLACE POLICY Article 7 REPORTING ENVIRONMENTAL, SAFETY, HEALTH AND TECHNICAL

CONCERNS

Article 8 ASSIGNMENT Article 9 DISPUTES Article 10 NOTICE REGARDING LATE PERFORMANCE Article 11 WAIVER Article 12 NEW MATERIALS Article 13 FAR 52.225-9 BUY AMERICAN-CONSTRUCTION MATERIALS (Oct 2022) Article 14 HAZARDOUS MATERIALS IDENTIFICATION AND SAFETY DATA SHEETS ... 11 Article 15 EXCUSABLE DELAYS Article 16 PAYMENT Article 17 INSPECTION Article 18 TAXES Article 19 TITLE AND RISK OF LOSS Article 20 WARRANTY Article 21 EXTRAS Article 22 LIMITATION OF LIABILITY Article 23 COMPLIANCE WITH LAWS Article 24 COMPLIANCE WITH INTERNET PROTOCOL VERSION 6 (IPv6) IN ACQUIRING

INFORMATION TECHNOLOGY

Article 25 AUTHORIZATION AND CONSENT Article 26 PATENT INDEMNITY-SUPPLIES AND SERVICES Article 27 REPORTING OF ROYALTIES Article 28 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT

Article 29 SUSPECT/ COUNTERFEIT ITEMS Article 30 APPLICABLE LAW Article 31 BANKRUPTCY Article 32 WALSH-HEALY PUBLIC CONTRACTS ACT Article 33 INTELLECTUAL PROPERTY INDEMNITY Article 34 INDEMNITY FOR DEFECTIVE COST OR PRICING DATA Article 35 LIABILITY WITH RESPECT TO COST ACCOUNTING STANDARDS Article 36 WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES Article 37 PRESS RELEASES AND OTHER PUBLIC DISSEMINATION OF CONTRACT

INFORMATION

Article 38 REPORTING EXECUTIVE COMPENSATION Article 39 IDENTIFICATION OF EMPLOYEES Article 40 BADGING OF CONTRACTOR EMPLOYEES Article 41 CONTROLLED SUBSTANCES AND ALCOHOL

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Article 42 CONTROLLED SUBSTANCE FREE AND ALCOHOL-FREE WORKPLACE Article 43 REPORTING OF ACCIDENTS/EVENTS Article 44 INSPECTION OF VEHICLES AND MATERIALS Article 45 INSURANCE Article 46 PERFORMANCE AND PAYMENT BOND REQUIREMENTS Article 47 CONTRACTOR’S RESPONIBILITIES Article 48 SUPERINTENDENCE BY THE CONTRACTOR Article 49 LABOR STANDARDS Article 50 NOTICE REGARDING LABOR DISPUTES Article 51 CHANGES Article 52 NOTIFICATION OF CLAIMS AND DOCUMENTATION Article 53 EQUITABLE ADJUSTMENT Article 54 MATERIAL AND WORKMANSHIP Article 55 SUBCONTRACTORS Article 56 INSPECTION OF CONSTRUCTION Article 57 WARRANTY OF CONSTRUCTION Article 58 EXISTING CONDITIONS Article 59 DIFFERING SITE CONDITIONS Article 60 SUSPENSION OF WORK Article 61 TIME FOR PERFORMANCE AND DELAYS Article 62 TERMINATION FOR DEFAULT Article 63 TERMINATION FOR CONVENIENCE Article 64 PATENT INDEMNITY – SUBCONTRACTS Article 65 INDEPENDENT CONTRACTOR; HOLD HARMLESS Article 66 COMPLIANCE WITH 10 CFR 851 AND BSA’S WORKER SAFETY AND HEALTH

PROGRAM

Article 67 OCEAN CARGO TRANSPORTATION Article 68 FAR 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL

CONTRACTORS

Article 69 INDEMNITY FOR VIOLATION OF FAR 52.222-90 Article 70 CLAUSES INCORPORATED BY REFERENCE

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Article 1 DEFINITIONS The following terms shall have the meanings below:

(a) "Agreement" means the contract; or purchase order; or Basic Ordering Agreement

(BOA); or Task Agreement, and any modifications thereto, including all contract documents (Contract Documents). The Agreement includes without limitation the specifications, drawings, General Terms and Conditions and any special or supplemental terms and conditions, when incorporated into this Agreement by reference or otherwise.

(b) “BSA” means Brookhaven Science Associates, LLC acting under a Prime Contract between BSA and the United States Government (Government) for the operation of Brookhaven National Laboratory (referred to as Brookhaven, BNL, or Laboratory), and includes the successor to, or any duly authorized representative of BSA. BSA authorized representatives and their roles are listed in the contract document.

(c) “Brookhaven”, “BNL”, or “the Laboratory” refers to the Brookhaven National Laboratory site at Upton, New York.

(d) “BSA’s PPM Division” means the BSA Procurement and Property Management Division (PPM).

(e) “Contract” is the document (including but not limited to contract; or purchase order; or Basic Ordering Agreement (BOA); or Task Agreement) that is executed by both BSA and the Contractor that creates the Agreement.

(f) “Contract Documents” means all documents that comprise this Agreement including without limitation, the specifications, drawings, the General Terms and Conditions and any special or supplemental terms and conditions, when incorporated into this Agreement by reference or otherwise. This Agreement does not bind nor purport to bind the Government.

(g) “Contractor” means any person or organization that has entered into this Agreement with BSA.

(h) “Government” means the United States of America including the U.S.

Department of Energy (DOE) or any duly authorized representative(s) thereof.

(i) “Prime Contract” means the contract between BSA and the Government.

(j) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

Article 2 ORDER OF PRECEDENCE In the event of an inconsistency among provisions of this Agreement, the inconsistency shall be resolved by giving precedence in the following order:

(a) Contract,

(b) Special terms and conditions included in or incorporated by reference in the

Contract,

(c) Supplemental Terms and Conditions,

(d) General Terms and Conditions,

(e) Statement of Work,

(f) Specifications and

(g) Drawings, if any, incorporated in this Agreement by reference or otherwise.

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Article 3 ACCEPTANCE OF AGREEMENT, SURVIVABILITY

(a) By signing this Contract, delivering the supplies, or performing the requirements indicated herein, the Contractor agrees to comply with all the terms and conditions and all specifications and other documents incorporated in this Agreement by reference or otherwise. Notwithstanding the above, this Agreement shall become a binding contractual commitment within 10 days after the Contractor receives it unless the Contractor furnishes written notice of objection to BSA within said 10 days.

(b) An attempted acknowledgment or acceptance which contains provisions conflicting with or additional to these Terms and Conditions or which varies any terms or conditions shall have no force or effect.

(c) All rights and obligations of the parties shall survive final performance of this Agreement.

Article 4 COMPLETE AGREEMENT This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior oral and written agreements between the parties. It may only be modified in writing executed by both BSA and the Contractor except as otherwise stated herein.

Article 5 UNAUTHORIZED OBLIGATION When any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring BSA or the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability, the following shall govern:

(i) Any such clause is unenforceable against BSA and the Government unless separately and specifically agreed to.

(ii) Neither BSA nor any BSA authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

Article 6 RESPECTFUL WORKPLACE POLICY The Contractor’s admittance to BNL is conditioned on acceptance of BSA’s External Code of Conduct upon site entry registration. BSA is committed to providing a safe work environment for employees, contractors, guests and visitors, that is based on courtesy, civility and respectful communication. Acts or threats of violence, obscene or harassing telephone calls, verbal abuse, and any behavior meant to intimidate others are examples of actions that are prohibited on site at any time. Violators of this policy will be subject to disciplinary action up to and including discharge, debarment from site, or criminal arrest and prosecution. BSA is not responsible for any additional costs incurred by the Contractor due to these disciplinary actions. The Contractor will remain responsible for full performance of the Agreement without modification of the schedule.

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Article 7 REPORTING ENVIRONMENTAL, SAFETY, HEALTH AND

TECHNICAL CONCERNS

The Contractor will ensure that all Contractor employees are notified annually that they have the right to report environment, safety, health and technical concerns that have not been resolved through routine work processes through the Department of Energy Differing Professional Opinion (DPO) process ((the DOE DPO process can be found in Attachment 2 to DOE O 442.2 Chg 1 (PgChg) and at http://www.directives.doe.gov/directives-documents/400-series/0442.2-BOrder-chg1-pgchg/@@images/file). The notification must provide points of contact (name, phone number and email addresses of DPO Managers) as listed on the DOE DPO web page, as well as the DOE DPO web page address.

Article 8 ASSIGNMENT Neither this Agreement nor any interest therein nor claim there under shall be assigned or transferred by the Contractor except as expressly authorized in writing by BSA, provided that the Contractor or its assignee’s rights to be paid amounts due as a result of performance of this Agreement may be assigned to a bank, trust company or other financing institution, including any federal lending institution. This Agreement is assignable by BSA to the Government or to a successor contractor for the operation of Brookhaven. The Contractor agrees to look solely to the Government or to such successor contractor for payment of the part so assigned, and to execute a novation agreement so recognizing the successor contractor if requested to do so by BSA.

Article 9 DISPUTES

(a) Good Faith Negotiation. The parties agree that they will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice agrees to respond in writing within five days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within fifteen days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute. If the dispute is not resolved by these negotiations, the matter will be submitted to Judicial Arbitration and Mediation Services (JAMS), or its successor, for mediation, following the procedure described in Subparagraph B, below. Pending settlement or a final judgment, the Contractor will proceed diligently with performance of this Agreement according to the instructions of BSA’s contractual representative.

(b) Mediation. Except as provided in this Agreement, the parties agree that neither will commence any civil action with respect to any dispute, claim or controversy arising out of or relating to this Agreement until the matter has been submitted to JAMS ( New York, 212-751-2700), its successor, for mediation and that process has been completed. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject http://www.directives.doe.gov/directives-documents/400-series/0442.2-BOrder-chg1-pgchg/@@images/file http://www.directives.doe.gov/directives-documents/400-series/0442.2-BOrder-chg1-pgchg/@@images/file

BSA Construction, Rev. 25.0; (Date September 10, 2026) 6 of 53 of the dispute and the relief requested. The parties agree to cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The parties further agree that they will treat as confidential all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees. The parties also agree that they will treat any such communications as privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process.

Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action, if the parties so desire. The provisions of this Article may be enforced by any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorney’s fees, to be paid by the party against whom enforcement is ordered.

(c) Waiver of Right to Litigate in Court Before Completing Negotiation and Mediation and Waiver of Right to Jury Trial and Designation of Court Sitting in the State of New York. The Contractor agrees to submit all disputes, claims or controversies arising out of or relating to this Agreement to negotiation and then mediation as described above before bringing any action in court. The Contractor further acknowledges that, in the event it brings any such action in court, it will bring that action in a court sitting in the State of New York, and it further acknowledges that it is hereby waiving any right that it might possess to demand a jury trial for the litigation of that action. The Contractor further acknowledges that it is giving up any rights to judicial remedies and procedures to the extent that this agreement does not specifically provide for them. The Contractor further acknowledges that its agreement to the provision for this Agreement is voluntary.

Article 10 NOTICE REGARDING LATE PERFORMANCE If the Contractor encounters difficulty in meeting performance requirements, or anticipates difficulty in complying with the delivery schedule or date, the Contractor shall immediately notify BSA’s Procurement and Property Management Division (PPM) in writing, giving pertinent details, including the date by which it expects to complete performance or make delivery. This notice shall be informational only, and BSA’s receipt of this notice shall not be construed as a waiver of any schedule or date, or any rights or remedies provided by law or under this Agreement.

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Article 11 WAIVER BSA’s acceptance of the goods or services delivered hereunder and its subsequent use thereof shall not constitute a waiver of any improper materials or workmanship, or BSA’s rights and remedies with respect to them. BSA’s acceptance and its subsequent use of goods or services delivered after the agreed upon delivery date shall not constitute a waiver by BSA of any rights arising from said late delivery.

Article 12 NEW MATERIALS Unless otherwise specified in this Agreement, all supplies delivered hereunder shall consist of new materials. “New” is defined as previously unused which may include residual inventory or unused former Government surplus property. This does not exclude use of recycled or recovered material as defined by the Environmental Protection Agency in 40 CFR 247 Comprehensive Procurement Guideline For Products Containing Recovered Materials - Code of Federal Regulations (ecfr.io).

Article 13 FAR 52.225-9 BUY AMERICAN-CONSTRUCTION MATERIALS (Oct 2022)

For the purposes of this Agreement Contracting Officer means BSA.

(a) Definitions. As used in this clause-- “Commercially Available Off-the-Shelf (COTS) Item”—

(i) Means any item of supply (including construction material) that is:

1. A commercial item (as defined in paragraph (1) of the definition at

Federal Acquisition Regulation (FAR) 2.101);

2. Sold in substantial quantities in the commercial marketplace; and

3. Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(ii) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

“Construction material” means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material.

“Cost of components” means--

(i) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the construction material (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or

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(ii) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (i) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material.

“Critical Component” means a component that is mined, produced, or manufactured in the United States and deemed critical to the U.S. supply chain. The list of critical components is at FAR 22.105.

“Critical Item” means a domestic construction material or domestic end product that is deemed critical to U.S. supply chain resiliency. The list of critical items is at FAR 25.105.

“Domestic construction material” means—

(i) For construction material that does not consist wholly or predominantly of iron or steel or a combination of both

1. An unmanufactured construction material mined or produced in the

United States;

2. A construction material manufactured in the United States, if—

A. The cost of its components mined, produced, or manufactured in the United States exceeds 60 percent of the cost of all its components, except that the percentage will be 65 percent for items delivered in calendar years 2024 through 2028 and 75 percent for items delivered starting in calendar year 2029. Components of foreign origin of the same class or kind for which non-availability determinations have been made are treated as domestic; or

B. The construction material is a COTS item.

(ii) For construction material that consists wholly or predominantly of iron or steel or a combination of both, a construction material manufactured in the United States if the cost of foreign iron and steel constitutes less than 5 percent of the cost of all components used in such construction material.

The cost of foreign iron and steel includes but is not limited to the cost of foreign iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the construction material and a good faith estimate of the cost of all foreign iron or steel components excluding COTS fasteners. Iron or steel components of unknown origin are treated as foreign. If the construction material contains multiple components, the cost of all the materials used in such construction material is calculated in accordance with the definition of "cost of components".

Fastener means a hardware device that mechanically joins or affixes two or more objects together. Examples of fasteners are nuts, bolts, pins, rivets, nails, clips, and screws.

Foreign construction material means a construction material other than a domestic construction material.

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Foreign iron and steel means iron or steel products not produced in the United States.

Produced in the United States means that all manufacturing processes of the iron or steel must take place in the United States, from the initial melting stage through the application of coatings, except metallurgical processes involving refinement of steel additives. The origin of the elements of the iron or steel is not relevant to the determination of whether it is domestic or foreign.

Predominantly of iron or steel or a combination of both means that the cost of the iron and steel content exceeds 50 percent of the total cost of all its components. The cost of iron and steel is the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the product and a good faith estimate of the cost of iron or steel components excluding COTS fasteners.

Steel means an alloy that includes at least 50 percent iron, between 0.02 and 2 percent carbon, and may include other elements.

“United States” means the 50 States, the District of Columbia, and outlying areas.

(b) Domestic preference.

(i) This clause implements 41 U.S.C. chapter 83, Buy American, by providing a preference for domestic construction material. In accordance with 41 U.S.C. 1907, the domestic content test of the Buy American statute is waived for construction material that is a COTS item, except that for construction material that consists wholly or predominantly of iron or steel or a combination of both, the domestic content test is applied only to the iron and steel content of the construction materials, excluding COTS fasteners. (See FAR 12.505(a)(2)). The Contractor shall use only domestic construction material in performing this contract, except as provided in paragraphs (b)(ii) and (b)(iii) of this clause.

(ii) This requirement does not apply to information technology that is a commercial item or to the construction materials or components listed by the Government as follows: _NONE __ [Contracting Officer to list applicable excepted materials or indicate “none”]

(iii) The Contracting Officer may add other foreign construction material to the list in paragraph (b)(ii) of this clause if the Government determines that-

1. The cost of domestic construction material would be unreasonable.

The cost of a particular domestic construction material subject to the requirements of the Buy American statute is unreasonable when the cost of such material exceeds the cost of foreign material by more than 20 percent;

2. The application of the restriction of the Buy American statute to a particular construction material would be impracticable or inconsistent with the public interest; or

3. The construction material is not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality.

(c) Request for determination of inapplicability of the Buy American statute.

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(i)

1. Any Contractor request to use foreign construction material in accordance with paragraph (b)(iii) of this clause shall include adequate information for Government evaluation of the request, including-- A. A description of the foreign and domestic construction materials;

B. Unit of measure;

C. Quantity;

D. Price;

E. Time of delivery or availability;

F. Location of the construction project;

G. Name and address of the proposed supplier; and H. A detailed justification of the reason for use of foreign construction materials cited in accordance with paragraph (b)(iii) of this clause.

2. A request based on unreasonable cost shall include a reasonable survey of the market and a completed price comparison table in the format in paragraph (d) of this clause.

3. The price of construction material shall include all delivery costs to the construction site and any applicable duty (whether or not a duty-free certificate may be issued).

4. Any Contractor request for a determination submitted after contract award shall explain why the Contractor could not reasonably foresee the need for such determination and could not have requested the determination before contract award. If the Contractor does not submit a satisfactory explanation, the Contracting Officer need not make a determination.

(ii) If the Government determines after contract award that an exception to the Buy American statute applies and the Contracting Officer and the Contractor negotiate adequate consideration, the Contracting Officer will modify the contract to allow use of the foreign construction material.

However, when the basis for the exception is the unreasonable price of a domestic construction material, adequate consideration is not less than the differential established in paragraph (b)(iii)(1) of this clause.

(iii) Unless the Government determines that an exception to the Buy American statute applies, use of foreign construction material is noncompliant with the Buy American statute.

(d) Data. To permit evaluation of requests under paragraph (c) of this clause based on unreasonable cost, the Contractor shall include the following information and any applicable supporting data based on the survey of suppliers:

Foreign and Domestic Construction Materials Price Comparison

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Construction material description

Unit of measure Quantity Price (dollars) *

Item 1 Foreign construction

Domestic

Item 2 Foreign

Domestic

[*Include all delivery costs to the construction site and any applicable duty (whether or not a duty-free entry certificate is issued).]

[List name, address, telephone number, and contact for suppliers surveyed. Attach copy of response; if oral, attach summary.]

[Include other applicable supporting information.]

Article 14 HAZARDOUS MATERIALS IDENTIFICATION AND SAFETY

DATA SHEETS

With or before each delivery, the Contractor shall submit a Safety Data Sheet, as prescribed in 29 CFR 1910.1200 and the latest version of Federal Standard No. 313, for all hazardous material delivered under this Agreement which will involve exposure to hazardous materials or items containing these materials, whether or not it is listed in Appendix A of the Standard. As used in this Article, “hazardous material” is as defined in the latest version of Federal Standard No. 313, including revisions adopted during the term of this Agreement.

Article 15 EXCUSABLE DELAYS The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as acts of God or the public enemy, acts of BSA, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify BSA in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to BSA of the cessation of such occurrence.

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Article 16 PAYMENT

(a) Within fourteen (14) days after award, the Contractor shall submit a Schedule of

Values broken down as required in the Supplementary Conditions of the Specifications, which will provide a basis for determining progress payments. The Schedule of Values will be subject to BSA’s approval.

(b) BSA will make progress payments against the agreement price on a monthly basis, or at more frequent intervals as determined by BSA’s PPM Division, as the work proceeds. If BSA disagrees with the percentage complete of any item included in an invoice, it shall confer with the Contractor, but if agreement cannot be reached BSA shall authorize payment as it determines is appropriate and the Contractor may submit a Claim for the difference in accordance with the Disputes Article. Each application for payment shall be accompanied by the following signed certification:

(c) “The undersigned Contractor certifies that to the best of the Contractor’s knowledge, information and belief, the work covered by this application for payment has been completed in accordance with the Contract Documents, and that all work for which previous payments have been received is free and clear of liens, claims, security interests or encumbrances of any kind. The Contractor further warrants that title to all work covered by this application for payment will pass to the Government no later than the time of payment.”

(d) In making such progress payments, BSA shall retain 10% of the estimated amount until final completion and acceptance of the work. However, if BSA’s PPM Division determines that the Contractor has achieved satisfactory progress during any period for which a progress payment is to be made, BSA’s PPM Division may authorize such payment to be made either with a reduced retention or in full without retention. Also, when the work is substantially complete, BSA shall retain an amount it considers adequate to protect BSA and the Government, and at its discretion, may release all or a portion of any excess amount to the Contractor.

Furthermore, on completion and acceptance of each separate building or other division of the contract on which this agreement states a separate price, payment may be made therefore without retention of a percentage.

(e) All equipment, material and work covered by progress payments made shall thereupon become the sole property of the Government, but this shall not be construed as:

(i) relieving the Contractor from the sole responsibility for all equipment, material and work upon which payments have been made or the restoration of any damaged work, or

(ii) waiving BSA’s rights to require fulfillment of all this Agreement’s terms.

(f) If performance and/or payment bonds are required under this Agreement, BSA shall reimburse the Contractor the total premiums paid to obtain the bonds. This reimbursement shall be made at one time together with the first progress payment otherwise due after the Contractor has –

(i) furnished the bonds (including the coinsurance and reinsurance agreements, when applicable),

(ii) furnished evidence of full payment to the surety company, and

(iii) submitted a request for such payment.

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(g) BSA’s reimbursement of the bond premiums shall not be made as increments of the individual progress payments and shall not be in addition to the agreement price.

(h) On completion and acceptance of all work hereunder and presentation of a properly executed invoice, BSA shall pay the Contractor the Agreement Price, less progress payments made provided the Contractor shall have first furnished BSA a Release of Liens from all subcontractors, together with a release by the Contractor of all claims against BSA and the Government arising by virtue of this Agreement, other than claims in stated amounts as may be specifically excepted by the Contractor from the operation of the release. If the Contractor’s claim to amounts payable under this Agreement has been assigned to a bank, trust company, or other institution, including a Federal lending institution, a release may also be required of the assignee. BSA may withhold from any final payment the amount of any Claim it has against the Contractor arising out of the agreement work, provided it has first given the Contractor notice of the Claim and the amount for which BSA believes the Contractor is liable.

Article 17 INSPECTION

(a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity.

(b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires.

(c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for

BSA Construction, Rev. 25.0; (Date September 10, 2026) 14 of 53 acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction and shall disclose the corrective action taken.

(d) BSA shall affect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Article 18 TAXES The Agreement price includes all applicable federal, state, and local taxes and duties that company is required to collect. In determining the applicability of any tax or duty, due consideration shall be given to the relationship of the subject matter of this Agreement to the Government, and the fact that BSA is exempt from New York State and local sales and use taxes under Exempt Organization Certificate No. EX-216880.

Article 19 TITLE AND RISK OF LOSS Unless specified elsewhere in this Agreement, title to items furnished under this Agreement shall pass to the Government upon acceptance, regardless of when or where BSA takes physical possession. If BSA makes partial or progress payments, title shall pass to the Government for the items covered by the payment. Unless the Agreement specifically provides otherwise, risk of loss or damage to the items provided under this Agreement shall remain with the Contractor until delivery of the items to the destination specified in the Agreement.

Article 20 WARRANTY Notwithstanding inspection and acceptance by BSA under any provision of this Agreement, the Contractor warrants that the material, supplies and/or equipment delivered (hereinafter called “the goods”) and any services performed hereunder, shall be of first-class quality and shall accord in every respect with the description, specifications, drawings, and/or samples elsewhere identified in this Agreement. The Contractor also warrants that all goods delivered hereunder shall be free from defects in design (unless the design is furnished by the Buyer), material and workmanship. The warranty shall begin on acceptance and extend for a period of one year or the manufacturer’s warranty period, whichever is longer. If any nonconformity appears within that time, BSA, in addition to any other rights and remedies provided by law, or under other provisions of this Agreement, may require the Contractor to

(a) replace or repair the goods and/or reperform the services at no increase in price or

(b) reduce the Agreement price to reflect the reduced value of the Contractor’s performance.

When supplies are returned, the Contractor shall bear the risk of loss and transportation cost. If the Contractor fails to replace or repair the goods or reperform the services within 10 days of BSA’s written notice to do so, BSA shall have the right by contract or otherwise to replace or repair the goods or reperform the services, and charge the Contractor the cost occasioned thereby. Furthermore, the warranties provided for in this paragraph shall be in addition to such other warranties as may be specifically provided for elsewhere in this Agreement.

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Article 21 EXTRAS Except as otherwise provided in this Agreement, BSA shall not pay for extras unless authorized in writing by BSA.

Article 22 LIMITATION OF LIABILITY Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to BSA for consequential damages resulting from any defect or deficiencies in accepted items.

Article 23 COMPLIANCE WITH LAWS

(a) The Contractor shall comply with all applicable federal, state, local laws and ordinances, executive orders, all pertinent lawful orders, rules and regulations, including those applicable by reason of the fact that this Agreement is issued under the Prime Contract and such compliance shall be a material requirement of this Agreement. If the Contractor is required to obtain licenses and/or permits to comply with this Article, it will do so without additional expense to BSA.

(b) The Contractor warrants that each chemical substance constituting or contained in items furnished by this Agreement is on the list of substances published by the Administrator of the Environmental Protection Agency pursuant to the Toxic Substances Control Act, as amended. With each delivery the Contractor shall provide BSA any applicable Safety Data Sheet as required by the Occupational Safety and Health Act and applicable regulations including, without exception, 29

CFR 1910.1200.

(c) The Contractor shall perform work under this Agreement in a manner that is safe, healthy and environmentally acceptable, and shall develop and manage a comprehensive program in support of these objectives. Specific requirements may be included in special or supplemental terms to this Agreement.

(d) The Contractor shall include this clause in all subcontracts, at any tier, involving performance of this Agreement.

Article 24 COMPLIANCE WITH INTERNET PROTOCOL VERSION 6 (IPv6)

IN ACQUIRING INFORMATION TECHNOLOGY

(Only applicable for agreements to purchase Information Technology) This clause is applicable if this contract involves the acquisition of Information Technology (IT) that uses Internet Protocol (IP) technology. The Contractor agrees that

(a) all deliverables that involve (IT) that uses (IP) (products, services, software, etc.)

comply with IPv6 standards and interoperate with both IPv6 and IPv4 systems and products; and

(b) it has IPv6 technical support for fielded product management, development and implementation available.

If the Contractor plans to offer a deliverable that offers IT that is not initially compliant, the Contractor agrees to

(c) obtain BSA’s approval before starting work on the deliverable; and

(d) have IPv6 technical support for fielded product management, development and implementation available.

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Should the Contractor find that the Statement of Work or specifications of this contract do not conform to IPv6 standards, it must notify BSA of such nonconformance and act in accordance with BSA’s instructions.

Article 25 AUTHORIZATION AND CONSENT The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed the Simplified Acquisition Threshold (SAT).

Article 26 PATENT INDEMNITY-SUPPLIES AND SERVICES The Contractor shall indemnify BSA, the Government, and their officers, agents, and employees against liability, including costs, for infringement of any United States letters patent (except U.S. letters patent issued upon an application which is now or may hereafter be kept secret or otherwise withheld from issue by order of the Government) arising out of the manufacture or delivery of supplies or out of construction, alteration, modification, or repair of real property (hereinafter referred to as "construction work") under this Agreement, or out of the use or disposal by or for the account of the Government or BSA of such supplies or construction work. The foregoing indemnity shall not apply unless the Contractor shall have been informed as soon as practicable by the Government (with notice to BSA) of the suit or action alleging such infringement, and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense thereof, and further, such indemnity shall not apply to:

(a) An infringement resulting from compliance with specific written instructions of

BSA or the Government directing a change in the supplies to be delivered or in the materials or equipment to be used or directing a manner of performance of the Agreement not normally used by the Contractor.

(b) An infringement resulting from addition to, or change in, such supplies or components furnished, or construction work performed which addition or change was made subsequent to delivery or performance by the Contractor, or

(c) A claimed infringement which is settled without the consent of the Contractor, unless required by final decree of a court of competent jurisdiction.

Article 27 REPORTING OF ROYALTIES If any royalty payments totaling more than $250 are directly involved in the Agreement or are reflected in the Agreement price to BSA, the Contractor agrees to report in writing to the Government through BSA during the performance of this Agreement and prior to its completion or final settlement the amount of any royalties or other payments paid or to be paid by it directly to others in connection with the performance of this Agreement together with the names and addresses of licensors to whom such payments are made and either the patent numbers involved or such other information as will permit identification of the patents or other basis on which royalties are to be paid. The approval of DOE or BSA of any individual payments or royalties shall not stop the Government at any time

BSA Construction, Rev. 25.0; (Date September 10, 2026) 17 of 53 from contesting the enforceability, validity or scope of, or title to, any patent under which a royalty or payments are made.

Article 28 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT

The provisions of this clause shall be applicable only if the amount of this Agreement exceeds the Simplified Acquisition Threshold (SAT).

(a) The Contractor shall report to the Government through BSA promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Contractor has knowledge.

(b) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed hereunder, the Contractor shall furnish to the Government when requested by the Government or BSA, all evidence and information in possession of the Contractor pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Government except where the Contractor has agreed to indemnify the Government or BSA.

(c) This clause shall be included in all subcontracts.

Article 29 SUSPECT/ COUNTERFEIT ITEMS

(a) "Suspect Items" are items, for which there is an indication by visual inspection, testing, or other information that it may not conform to established Government-or industry-accepted specifications or national consensus standards. “Counterfeit Items” are suspect items that are a copy or substitute without legal authority to do so or whose material, performance, or characteristics are knowingly misrepresented by the supplier, distributor, or manufacturer. Forms of misrepresentation include, but are not limited to, the following:

(b) Falsified product sources (counterfeits);

(c) Falsified or modified quality assurance records;

(d) False marking as to class, type, or grade;

(e) Mixing of unmarked materials with marked materials;

(f) False labeling as to qualification or acceptance by testing/certifying organizations

(g) Used and/or refurbished products misrepresented as new products.

(h) Types of materials, parts, and components, known to have been misrepresented include, but are not limited to:

(i) Lifting materials such as slings, hooks, cables, and shackles;

(j) Threaded fasteners fraudulently marked as high-strength bolts;

(k) Refurbished electrical circuit breakers sold under false certifications;

(l) Valves;

(m) Piping and piping components;

(n) Electrical devices;

(o) Channel members, plate, bar, and flanges;

(p) Other structural items.

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(i) See the BNL Suspect / Counterfeit Items, Subject Area. The link can be found on the PPM Terms and Conditions Listing (https://www.bnl.gov/ppm/terms-and-conditions.php) under SBMS External Files – All Documents. S/CIs may pose immediate and potential threats to the safety of DOE and contractor workers, the public, and the environment. Failure of a safety or mission critical system due to an S/CI could also have security implications at DOE facilities.

(q) Items furnished to BSA under this Agreement shall not include suspect/counterfeit parts nor shall such parts be used in performing any work under this Agreement whether on or off the Laboratory site.

(r) If suspect/counterfeit parts are furnished under this Agreement and are found on the Laboratory site, such parts shall be impounded by BSA or they shall be removed by the Contractor as directed by BSA. The Contractor shall promptly replace such parts with supplies acceptable to BSA and the Contractor shall be liable for all costs relating to impoundment, removal, and replacement. BSA may turn such parts over to the U.S. Office of the Inspector General for investigation and reserves the right to withhold payment pending the outcome of any investigation.

(s) The rights of BSA in this clause are in addition to any other rights provided by law or under this Agreement.

Article 30 APPLICABLE LAW The parties agree that the federal common law of government contracts will govern the construction and interpretation of this Agreement and all claims arising under or related to this Agreement or work performed under this Agreement or claims of breach of this Agreement, regardless of the forum in which any party to this Agreement brings action.

For purposes of this Agreement, the federal common law of government contracts will consist of the interpretation of contract clauses and the law enunciated and applied to government contracts by the Boards of Contract Appeals, the Comptroller General (CG), and Federal Courts having jurisdiction over the Boards or the CG. The term "Board of Contract Appeals" means those established under the Contract Disputes Act of 1978, 41 U.S.C. 607(a)(1), and successor bodies.

Article 31 BANKRUPTCY If the Contractor enters into any proceeding relating to bankruptcy, it shall give written notice to BSA’s Procurement and Property Management Division (PPM) via certified mail with five (5) days of initiating the proceedings. The notification shall include the date on which the proceeding was filed, the identity and location of the court and a listing, by Contract number, of all BSA agreements for which final payment has not been made.

Article 32 WALSH-HEALY PUBLIC CONTRACTS ACT (Only applicable to work performed in the U.S)

If this Contract is for the manufacture or furnishing of materials, supplies, articles, or equipment in an amount which exceeds or may exceed $20,000 and is…