Enclosure A - Draft Contract.pdf

Contract Specialist Amount Contract Number

Kevin Kirkendall TBD 438602

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 design, manufacture, inspect, test and deliver fifteen (15) Unit Sub-

Stations in accordance with Attachment (C) Statement of Work entitled “Statement of

Work for the Secondary Unit Substations for EIC” Doc. No. EIC-IFD-SOW-016, Rev 05, Dated May 22, 2024 and Attachment (D, Da) Specifications D Dated May 21, 2024 and

Da Dated December 14, 2023.

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 At award of contract Yes

Initial Shop Drawings for review

8 weeks after award of contract, or as determined at contract award

No

3 Final Shop

Drawings for review and approval

As set forth in contract Yes

4 Progress Reporting 2 weeks after the planned start of fabrication/ monthly thereafter

No

5 Acceptance Test

Procedure (ATP), for review and approval

8 weeks prior to start of factory testing

Yes

6 Factory Witness Testing Notify BSA 4 weeks in advance No

Acceptance Test Procedure

(ATP) Factory Witness

Testing Documentation, for review and approval

Delivery at conclusion of Factory

Witness Testing for each unit prior to shipment

Yes; BSA Approval following each inspection including testing reports

8 Installation Instructions 4 weeks prior to first delivery No

9 Delivery of equipment As set forth in the schedule Yes

10 End Item Documentation Within 1 week following final delivery or earlier

Yes

II. DELIVERY DATE:

The delivery date of a final product (Item 10 above) shall be no later than May 21, 2027.

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. Availability of Funds: Funds are not presently available for this Contract. BSA’s obligation under this Contract is contingent upon the availability of appropriated funds from which payment for contractual purposes can be made.

No legal liability on the part of BSA for any payment may arise until funds are made available for this Contract and until the Contractor receives notice of such availability to be confirmed in writing.

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

D. Milestones Payment Schedule: BSA will pay the Contractor upon receipt and approval of invoices that list the work completed and the Contract number.

Payment will be made in accordance with the below Milestones Payment

Schedule. All payments require prior receipt and acceptance of the milestones listed by the BSA Technical Representative.

Milestones Payment Amount

Final Shop Drawings

Acceptance Test Procedure (ATP)

Factory Witness Testing Documentation

Delivery of Group 1

Delivery of Group 2

Delivery of Group 3

Delivery of Group 4

Maintenance Manuals, As-Built Drawings

Total

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.

E. 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, Brookhaven National Laboratory, 98 Rochester Street, Upton, Long Island, New

York.

E. 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 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 BNL’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-https://www.bnl.gov/shipping/ mailto:warehouseoperations@bnl.gov mailto:warehouseoperations@bnl.gov https://www.bnl.gov/shipping/files/pdf/10-2-security-filing-bnl-interfreight.pdf 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

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 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 mailto:BNL@interfreight.net mailto:XXXX@bnl.gov mailto:kkirkenda@bnl.gov of contact between BSA and the Contractor in technical matters only. They can be reached at ____________________________________________________.

F. 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.

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 and Services, Rev

22.0 Sept 2022

Attachment (B): BSA Supplemental Terms and Conditions for Work by Contractors on Site at

BNL – Rev 22.0; Sept 22

Attachment (C): Statement of Work Dated May 22, 2024

Attachment (D, Da): Specifications: D – Electrical Long Lead Package (LLP) and Da - BNL

Onelines

Attachment (E): BNL-QA-101 https://www.bnl.gov/ppm/terms-and-conditions.php

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.