Enclosure A. Draft Contract.pdf

April 9, 2025 1 Rev. 10

BSA’s Contractual Representative

Overall Value Amount

Contract Type Contract Number

Crystal Lopez $TBD Firm Fixed Price 471600

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, DE- SC0012704, with the United States of America (the “Government”) represented by the United States Department of Energy (“DOE”).

I. SCOPE OF WORK

The Contractor shall provide a Dilution Refrigerator for Superconducting Quantum Circuits (DRSQ) for the Co-design Center for Quantum Advantage (C2QA) at Brookhaven National Laboratory.

All work shall be conducted in strict accordance with the attached BSA (Statement of Work dated December 2025.

A. Reports/Deliverables: The Contractor shall provide the following deliverable(s) to BSA’s Technical Representative (Tech Rep):

(Service or Item) and Description Due Date Dilution Refrigerator September 30, 2026

B. Key Personnel: The following individual(s) have been designated as “Key

Personnel”:

Personnel Title XX Project Manager XX Lead Engineer(s)

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The Contractor agrees to assign such employee(s) or person(s) to the performance of the work under this Contract and shall not reassign or remove the above individual(s) without written justification and prior approval of the BSA Contractual Representative.

II. PERIOD OF PERFORMANCE

This Contract shall be effective as of the date executed by both parties. It shall remain in effect through September 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 U.S. 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.

Payment terms are Net (30 for large businesses, 10 for small businesses).

Invoices shall be directed to BSA’s Accounts Payable Department 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 email, to apinvoices@bnl.gov.

Hard copy invoices, if applicable, shall be directed to BSA's Accounts Payable Department, 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 BSA National Laboratory, 98 Rochester

Street, Upton, Long Island, New York. Freight Prepaid BSA National Laboratory, 98 Rochester Street, Upton, Long Island, New York.

mailto:apinvoices@bnl.gov

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D. Labelling, Packing, and Notification Requirements:

More detailed instructions are available at https://www.bnl.gov/shipping/ or by emailing WarehouseOperations@bnl.gov.

Labeling Requirements

All shipments must comply with the following labelling requirements. Failure to do so may result in delayed payments. Labels must be placed on the upper left portion of the container when possible and contain:

Brookhaven National Laboratory Brookhaven’s Contract Number 98 Rochester St.

Upton, NY 11973 Box Number / Number of Boxes

Packing List Requirements

Every shipping container must include a packing list. The packing list must be clearly identified and affixed to a side of the shipping container. At a minimum, the packing list should contain the following information:

• Ship from company name and address

• Supplier contact name

• Supplier telephone number

• Ship to address as instructed by Buyer/Contracts Specialist

• Brookhaven’s Contract number

• Part number, description, quantity, unit of measure, and corresponding BNL

Contract line number

Special Notification of Delivery

If a shipment is heavier than 3,000 lbs., longer than 8 feet in any direction, or has a high center of gravity, it will require rigging upon receipt and the shipper shall provide a minimum of 3 days’ advance notice of delivery to BNL’s Receiving Department via email to WarehouseOperations@bnl.gov. The shipper must obtain acknowledgement from BNL that delivery notification was received. Failure to contact BNL will result in delays during delivery and any resulting demurrage will be at the shipper’s expense.

Marking of Outer Package

Each shipping container (transport package) with a gross weight equal to or greater than 400 lbs. (180 kilograms) must be marked with the center of gravity location and gross weight on at least one side or end panel. It must also meet the requirements of the latest revision of ASTM Standard D 3951, Standard Practice https://www.bnl.gov/shipping/ mailto:WarehouseOperations@bnl.gov mailto:WarehouseOperations@bnl.gov https://www.astm.org/Standards/D3951.htm

April 9, 2025 4 Rev. 10 for Commercial Packaging. This applies to any item shipped (originally packaged or repackaged) to BNL or other locations cited in the Contract.

Protection of Material and Equipment

The Contractor shall employ procedures which ensure adequate protection of material and equipment during shipment and while in storage. Such protection shall include special environmental packaging as necessary. All items shipped (originally packaged or repackaged) to BNL or other locations cited in the PO or Contract shall comply with the requirements for preservation, packaging, and marking as stated in the latest revision of ASTM Standard D 3951-10, Standard Practice for Commercial Packaging.

Unacceptable Packing Material

Do not use vermiculite as a packaging material inside any shipments to BNL unless required by shipping regulation. “Vermiculite” as defined in this specification means the hydrous, silicate mineral classified as a phyllosilicate that has been expanded by heating. Vermiculite used as a packaging material in shipments must be determined to be free of asbestos (<1% chrysolite, amosite, crocidolite, tremolite, anthophyllite, and actinolite). All shipments containing vermiculite must be accompanied by documentation stating that the vermiculite used is certified asbestos-free. This documentation must be affixed to the outside of the package.

Radioactive Shipments

Shipments to Brookhaven National Laboratory (BNL) containing radioactive material require pre-authorization prior to shipment. Contact the following staff in the Packaging & Transportation Group for instructions:

• Brett Fagan, Ext. 5645, bfagan@bnl.gov

• Kenneth Hansen, khansen2@bnl.gov

• Steven Woodburn, Ext. 3271, woodburn@bnl.gov

Ocean Shipments

Foreign shipments transported via ocean freight must use the 10+2 REQUIREMENTS Form (PDF). The form must be completed by the Contractor 72 hours before departure of the vessel. Send form to the following:

Interfreight Harmonized Logistics, Inc.

Fax: 516-371-6880 bnl@interfreight.net https://www.astm.org/Standards/D3951.htm mailto:bfagan@bnl.gov mailto:khansen2@bnl.gov mailto:woodburn@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:bnl@interfreight.net

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Brookhaven National Laboratory WarehouseOperations@bnl.gov

Once the form is submitted to customs, an acceptance number will be provided.

Freight will not be loaded onto a vessel without an acceptance number. Failure to submit the 10+2 form may result in fines. It is the Contractor's responsibility to make sure the 10+2 form 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.

IV. AUTHORIZED REPRESENTATIVES

A. BSA’s Technical Representative: XXXX telephone no. 631.344.XXXX, XXXX (email), is BSA's Technical Representative, and shall act as liaison between BSA and the Contractor in technical matters only.

B. BSA’s Contractual Representative: Crystal Lopez, telephone no.

631.344.6121, clopez1@bnl.gov (email), 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 Contractual Representative or designee.

C. Contractor’s Technical Representative: ________, telephone no. __________, ___________(email), is the Contractor’s authorized Technical Representative, and shall act as point of contact between BSA and the Contractor in technical matters only.

D. Contractor’s Contractual Representative: ______________, telephone no.

__________, ___________(email), is the Contractor’s authorized Contractual Representative and shall act as liaison between BSA and the Contractor.

VII. ADDITIONAL TERMS

The provisions of Brookhaven Science Associates, LLC, General Terms and Conditions for Commercial Items, (Rev 23.0 May 2025) 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 at PPM | Terms and Conditions. Should the Contractor have any questions and/or not have access to these terms and conditions, contact the Contract Specialist immediately.

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

Attachment (A) Brookhaven National Laboratory Scope of Work, Dilution Refrigerator for Superconducting Quantum Circuits (DRSQ) dated December 2025 mailto:WarehouseOperations@bnl.gov https://www.bnl.gov/ppm/terms-and-conditions.php https://www.bnl.gov/ppm/terms-and-conditions.php

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Attachment (B) BNL Supplier Quality Assurance Requirements (BNL-QA-101)

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

ACCEPTED:

CONTRACTOR BROOKHAVEN SCIENCE

ASSOCIATES, LLC.

By: By:

Name: Name:

Title: Title:

Date: Date:

Should you accept this Contract without exception or alteration, a copy of the Contract 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.