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ISTITUTO NAZIONALE DI FISICA NUCLEARE CONSIGLIO DIRETTIVO

DELIBERAZIONE N. 13509

Il Consiglio Direttivo dell’Istituto Nazionale di Fisica Nucleare, riunito a Roma in data 23 gennaio 2015 alla presenza di n. 34 dei suoi componenti su un totale di n. 34;

- premesso che il Romanian Research and Development Institute for Physics and Nuclear

Engineering (nel seguito “IFIN-HH”) ha assegnato, in data 19 marzo 2014, all’Associazione denominata “EuroGammaS”, guidata dall’INFN e costituita da partner scientifici e industriali, il contratto per la realizzazione dell’“Extreme Light Infrastructure for Nuclear Physics – High Intensity Gamma Beam System” (nel seguito “Contratto GBS”) presso Margurele, Romania;

- tenuto conto che nell’ambito del suddetto contratto è esplicitata la possibilità da parte dell’Associazione “EuroGammaS” di stipulare contratti con terze Parti (subcontraenti);

- considerato che è intenzione dell’INFN, in qualità di leader di “EuroGammaS”, stipulare un

subcontratto con il Consortium for the Construction, Equipment and Explotiation of the ALBA Synchrotron light Laboratory (nel seguito “CELLS”) per lo svolgimento di attività connesse alla partecipazione di EuroGammaS al Contratto GBS;

- visto lo schema di “Contract between the Istituto Nazionale di Fisica Nucleare as leader of the Consortium EuroGammaS and the Consortium for the Construction, Equipment and Exploitation of the ALBA Synchrotron Light Laboratory e relativi Annex 1 e 2”, allegato alla presente deliberazione e di essa parte integrante;

- vista la nota del Program Coordinator di EuroGammaS, Prof. Luigi Palumbo, del 7 gennaio u.s.;

- su proposta della Giunta Esecutiva;

- con n. 34 voti favorevoli;

DELIBERA

1) E’ approvato lo schema di “Contract between the Istituto Nazionale di Fisica Nucleare as leader of the Consortium EuroGammaS and the Consortium for the Construction, Equipment and Exploitation of the ALBA Synchrotron Light Laboratory e relativi Annex 1 e 2”, allegato alla presente deliberazione e di essa parte integrante. Il Presidente è autorizzato a sottoscriverlo.

2) Di autorizzare il Presidente a subdelegare al Prof. Luigi Palumbo la sottoscrizione degli emendamenti ai contratti con i subfornitori che si rendessero necessari in corso d'opera ai fini dell'esecuzione del programma EuroGammaS a condizione che, dall'insieme delle modifiche contrattuali sottoscritte, non risulti un aggravio dei costi complessivi sostenuti dall'INFN.

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CONTRACT BETWEEN THE ISTITUTO NAZIONALE DI FISICA NUCLEARE AS LEADER OF THE CONSORTIUM EUROGAMMAS

AND THE CONSORTIUM FOR THE CONSTRUCTION, EQUIPMENT AND

EXPLOITATION OF THE ALBA SYNCHROTRON LIGHT LABORATORY

BY AND BETWEEN On the one hand, the Istituto Nazionale di Fisica Nucleare, (hereinafter referred to as “INFN”), headquartered in Frascati (Rome), Via Enrico Fermi. 40 - Tax Code. 84001850589 – represented in this act by Professor Fernando Ferroni, acting in his capacity of the President pro tempore, as legal representative, On the other hand, the Consortium for the Construction, Equipment and Exploitation of the ALBA Synchrotron light Laboratory, hereinafter referred to as “CELLS”, headquartered in Cerdanyola del Vallès, Barcelona, with VAT number ESQ-0801209-H, represented in this act by Prof. Ramon Pascual, acting in his capacity as Chair, hereinafter referred to as “the Parties”, both Parties acting in the name and on behalf of their respective institutions, in the exercise of the powers corresponding to their offices and mutually acknowledging legal capacity and full powers to execute this act,

WHEREAS

I. The Romanian National Research Development Institute for Physics and Nuclear

Engineering, (hereinafter referred as “IFIN-HH”), acting as a Contracting Authority, awarded to the “EuroGammaS” Association the contract n. 15 dated 19 March 2014 “Extreme Light Infrastructure for Nuclear Physics - High Intensity Gamma Beam System” (hereinafter referred as “the Contract GBS”).

Article 19.6 of the Contract GBS, states that the Supplier (EuroGammaS) shall conclude contracts with the subcontractors designed, under similar conditions as those of the contract signed by this Supplier with the Purchaser;

II. INFN has led the constitution of an Association called “EuroGammaS”, composed of the following scientific institutes INFN, SAPIENZA University of Rome, CNRS (F), and of the following industries: ALSYOM (F), A.C.P. Systems (F), COMEB s.r.l.(I), ScandiNova Systems AB (S).

III. EuroGammaS will cooperate with the following scientific institutions, as subcontractors: Science and Technology Facility Council (STFC), CELLS and the following industries: Danfysik, Instrumentation Technologies, Research Instruments, CosyLab, Amplitude Systems, Amplitude Technologies which Parties will be subcontractors;

IV. CELLS, as one of the subcontractors of the INFN in the EuroGammaS Association, is aware that EuroGammaS, and the INFN as its Leader, has to respond to any request of delay delivery penalty demanded by the IFIN-HH;

Therefore, both Parties declare to be interested in cooperating and to such end they sign this contract to be governed by the following

CLAUSES

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Article 1. – Scope of the contract

1.1. CELLS, as subcontractor of the INFN, will carry out the works described in Annex 1 and Annex 2, in the context of the participation of EuroGammaS in the Contract GBS. 1.2. Each Party agrees to provide to the other any information and documentation required for the performance of this contract in good time (including attending all such meetings and/or telephone/video conferences as are reasonably necessary from time to time) to allow the other Party to carry out its obligations.

1.3. In any event that either Party permits the employees and representatives of the other (the “Accessing Party”) to have access to the other Party’s premises or computing facilities, the Accessing Party shall ensure that its employees and representatives comply with all applicable laws and policies relating to that access (including, but not limited to health and safety, security, environment and privacy). 1.4. CELLS, has full knowledge of all the technical aspects relevant for its Scope of Work, and has agreed with INFN all the interfaces relevant for its activity.

Article 2. – Contractual documents

2.1. The following documents constitute an integral and substantial part of it: - CELLS SOW (Annex 1 and Annex 2 to this contract).

2.2 In reference to all matters not provided in this contract, shall apply the Italian Civil Code.

2.3. Notwithstanding the specified in this article, this contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Article 3 - Effect and Duration This contract will enter into force on the date of its signature.

Article 4 – Costs and payment terms 4.1. The price for the work to be performed under this contract is € 105.942,40 as set out in Annex 1 and Annex 2. The price includes all CELLS costs and is exclusive of any applicable VAT.

4.2. Payment shall be made in Euros and the payment calendar will be defined for each task. In any case the total payment will be delivered within 45 days of the receipt of the relative invoices. Bank fees shall be borne by the Party incurring the same. Payments shall be made by wire transfer to the bank account of the CELLS which agrees to promptly notify to INFN any changes in the bank account. 4.3. Payments will be made by INFN according to Annex 1 and Annex 2, at completion of the activities after acceptance from INFN.

Article 5. – Penalties

5.1. CELLS is liable, during the execution of the tasks, for any delay in the delivery with respect to the specific agreements. In consequence, CELLS guaranties INFN, as Leader of EuroGammaS Association, for any delay delivery penalty INFN, as Leader of EuroGammaS Association, would incur with IFIN-HH, due to default of CELLS with respect to the delivery plan

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5.2. In case of delays in the execution of the specific agreements, CELLS shall pay a day penalty of 0,2% of the contract value for delays occurring at the end of the execution of the work, as resulting in the implementation plan and WBS.

5.3. The application of penalties for delay delivery doesn’t preclude to INFN the right to take action for compensation of the damages or for termination of the contract. The damages values cannot exceed the contract value.

Article 6. - Liability

6.1. Nothing in this contract excludes or limits either Party’s liability for fraud or criminal act or personal injury or death caused by gross negligence or any other liability that cannot be limited by Italian law. 6.2. CELLS maximum aggregate liability for faults or any other failure related to this contract is limited to the total price of this contract indicated in Art. 4.1, without prejudice to Art. 6.1.

6.3. CELLS will not be liable to the INFN for any loss or damage resulting from; loss of or damage or corruption of data; loss of use of software, data or systems; loss of profits; loss of business; loss of anticipated savings; loss of revenues; loss of opportunity; loss of goodwill, or loss of reputation whether, in each case, direct or indirect and whether or not the type of loss was foreseen or reasonably foreseeable and whatsoever cause of action may cause the liability to arise.

6.4. CELLS shall not contract material parts of its Scope of Work to third Parties without the prior written authorization of INFN and for the avoidance of doubt INFN hereby confirms its agreement to the packaging and delivery elements of the CELLS Scope of Work being contracted to a third Party.

6.5. It is being understood that CELLS is liable for any further damage suffered by INFN because for faults or breaches due to CELLS within the limits of Art. 6.1 and 6.2.

Article 7. - Export and Import Licences

The Parties shall provide all such reasonable assistance as the other may require, in order to obtain, the necessary import and export approvals and licences.

Article 8. - Communications and correspondence 8.1. All communications concerning terms and conditions of this contract and its execution will be made and confirmed in writing by the Parties. 8.2. All communications, correspondence and documentation will be sent:

- For the INFN, at: Laboratori Nazionali di Frascati, Via E. Fermi 40, 00044 Frascati (Rome) IT, to the attention of Professor Luigi Palumbo, the Program Coordinator (or such other person as may be notified to CELLS from time to time);

- For CELLS at: Caterina Biscari, Director, (or such other person as may be notified to INFN from time to time).

The Parties undertake to notify any changes in their contact details.

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Article 9 - No partnership or agency

By virtue of this contract, any of the Parties is allowed, neither to constitute nor take part in any joint venture or Agency, not to authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

Article 10. - Further assurance Each Party shall, and shall use all reasonable endeavours to procure that any necessary third Party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this contract.

Article 11 - Assignment and other dealings prohibited This contract is personal to the Parties and neither Party shall assign, transfer, mortgage, charge, contract, declare a trust over or deal in any other manner with any of its rights and obligations under this contract.

Article 12 - Force majeure 12.1. Force Majeure Event means any circumstance not within a Party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; and Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition [or failing to grant a necessary licence or consent]; collapse of buildings, fire, explosion or accident; and Any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); non-performance by suppliers or subcontractors; and interruption or failure of utility service. 12.2. Subject to article 17 below, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this contract by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of this contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

12.3. The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party. 12.4. The Affected Party shall: as soon as reasonably practicable after the start of the Force Majeure Event but no later than one week from the Affected Party become aware of it having commenced, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the contract; and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

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12.5. In the event that a bona fide Force Majeure event causes delays in the performance of this contract the period of time for delivery the CELLS Scope of Work shall be adjusted accordingly (both Parties acting reasonably).

12.6. In the event that a bona fide Force Majeure event continues for a period which causes serious consequences to INFN and EuroGammaS, the Parties shall meet and shall determine (acting reasonably) whether this contract should continue or be terminated and if to be terminated shall agree upon equitable terms and conditions for termination of the same. Article 13 - Knowhow property, patents, copyrights - future uses

13.1. Notwithstanding as specifically set out in this contract, nothing herein assigns or transfers any Intellectual Property Rights or grants either Party any licence to use any Intellectual Property Rights, except that each Party may use, for the purpose of performing its obligations under this Contract, all information, software and materials supplied to it by or on behalf of the other Party. 13.2 INFN will own all Intellectual Property Rights in the Deliverables.

Article 14. - Rules of secrecy, publishing 14.1. Notwithstanding the extent (i) that it is required by law to disclose them or (ii) it reasonably believes the same to be public knowledge or (iii) it reasonably believes that it is already in the knowledge of the Party to whom the disclosure is made or (iv) such disclosure is necessary for the performance of this contract, each Party and its consultants and suppliers are obliged to observe secrecy in relation to all documents related to the Contract, namely documents and objects which they have knowledge by virtue of this Contract.

14.2. The issuing press-releases, publication of articles and writings, advertisements concerning the activities covered by the contract will be conducted by the Parties prior written consensus of both of them.

Article 15 - Waiver

No failure or delay by a Party to exercise any right or remedy provided under this contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Article 16 - Rights and remedies

Except as expressly provided in this contract, the rights and remedies provided under this contract, are in addition to, and not exclusive of any rights or remedies provided by Italian law.

Article 17 - Language

17.1. This contract is drafted in the English. If this contract is translated into any other language, the English version shall prevail.

17.2. Any notice given under or in connection with this contract shall be written in the English. All other documents provided under or in connection with this contract shall be in English, or accompanied by a certified English translation. If such document is translated into any other language, the English version shall prevail.

Article 18 - Termination

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18.1 The present contract will terminate:

- In case the Contract GBS is terminated; - By mutual consent of both Parties.

18.2. Without affecting any other right or remedy available to it, either Party may terminate this contract with immediate effect by giving written notice to the other Party if:

- the other Party unreasonably fails to pay any amount due under this contract on the due date for payment and remains in default not less than one calendar month after being notified in writing to make such payment; or

- the other Party commits a material breach of any term of this contract which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of one calendar month after being notified in writing to do so; or

- the other Party repeatedly breaches any of the terms of this contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this contract ; or

- in the case of either INFN and/or CELLS become bankrupt, becoming insolvent or being dissolved; or

18. 3 Either Party (the “Notifying Party”) may terminate this contract upon service of fifteen working days notice upon the other (the “Notified Party”) in any event that:

- the other Party is determined in a Court of Law to have committed fraud, or corruption, or of having been involved in a criminal organization; or

- the other Party is guilty of serious professional misconduct; or

- any other legal hindrance arises which prevents the performance of this contract; or

- either Party becomes aware that the other Party and/or the other Party’s representatives give or offer to give any kind of bribe, gift or favour as an incentive or reward for acting in relation to this contract or acting in favour/disfavouring anyone connected with this contract; or

18.4. In the event of termination of this contract by INFN where there has been no default by CELLS (and which default shall not include default in respect of any other agreement or actions of CELLS outside the specific obligations of this contract), CELLS shall be entitled to all payments due up to the date of termination.

18.5. Any provision of this contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this contract shall remain in full force and effect. 18.6. Termination or expiry of this contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination.

Article 19 - Jurisdiction

The Parties will treat amicably any dispute directly or indirectly relating to the interpretation or execution of this contract. If there is no agreement, the seat of jurisdiction is the Court of Rome.

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Article 20. - Severance

20.1. If any provision or part-provision of this contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this contract.

20.2. If any provision or part-provision of this contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

20.3. This article does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. List of Annexes Annex1: Magnetic simulations ((Doc. n. 20141121-01 Rev 1.0 dated 05/12/2014);

Annex 2: Electromagnetic Measurements (Doc. n. 20141121-02 Rev 1.0 dated 05/12/2014).

For INFN For CELLS

………………………………… …………………………………… Prof. Fernando Ferroni Prof. Ramon Pascual Date……………………… Date………………………  

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ANNEX 1: Magnetic Simulations

1. GENERAL This Scope of Work (SOW) describes the tasks to be performed by the “ALBA Cells” for the ELI-NP-GS project.

The present document represents the Annex 1 to the contract between INFN and CELLS.

2. SCOPE OF WORK ALBA-CELL will perform Magnetic simulations of focusing coils of the RF gun and 1st accelerator structure.

2.1 Description of the works a. Simulation Coils RF Gun:

1) Basic coils simulation to validate the data with supplier of the coils 2) Simulation of positioning errors to estimate the alignment tolerances. 3) Simulation results report

b. Simulation Coils 1st Accelerator Structure 1) Basic coils simulation to validate the data with supplier of the coils; 2) Simulation of positioning errors to estimate the alignment tolerances; 3) Simulation results report.

2.2 Timetable Simulations are expected to be ready 4 months after the following information is provided to CELLS:

1) 3D CAD drawing of the coils and yoke; 2) Material information of the coils and yoke; 3) Positioning errors, direction and range of the simulation.

2.3 ALBA personnel involved in the contract Responsible of the contract: Francis Perez – Head Accelerator Division;

Scientist in charge: Josep Campmany – Head Magnets and IDs Section;

Scientific Staff: Valentí Massana – Magnets and ID section. 2.4 Costs The total cost of the works is 26.027,20 Euros (excluding VAT).

2.5 Payments Payments will be divided in the following:

1. After signature of the agreement 20%. 2. After Simulation Coils RF Gun 40%. 3. After Simulation Coils 1st Acceleration Structure 40%.    

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ANNEX 2: Electromagnetic Measurements

3. GENERAL This Scope of Work (SOW) describes the tasks to be performed by the “ALBA Cells” for the ELI-NP-GS project.

The present document represents the Annex 2 to the contract between INFN and CELLS.

4. SCOPE OF WORK ALBA-CELL will perform Electromagnetic measurement of one (1) prototype unit and thirty-one (31) series units.

2.1 Description of the works

a. Set-up the test bench, which includes:

1) Movable structure with micrometer precision (manual movement) and a test wire;

2) Support for mechanical alignment of the BPM; 3) 4-port Network Analyzer; 4) Calibration and measurement protocols;

b. Measurements of prototype

1) Electromagnetic response of the BPM with respect the position of the test wire, covering the full aperture of the BPM (maximum number of 100 mesh points);

2) Determination of the electrical center of the BPM; 3) Determination of the Kx and Ky sensitivity factors; 4) Global test with Libera Single Pass electronics (electronics to be provided by

LNF- INFN); 5) Measurement report.

c. Measurement of the series (31 units)

1) Determination of the electrical center of the BPM; 2) Determination of the Kx and Ky sensitivity factors (5 points per axis); 3) Measurement report.

2.2 Timetable

a. Test bench ready December 2014;

b. Measurement prototype May 31 2015, or 2 months after delivery at ALBA;

c. Measurement 1st batch (11 BPMs) July 31 2015, or 2 months after delivery at ALBA;

d. Measurement of 2nd batch (20 BPMs) May 2016, or 3 months after delivery at ALBA.

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2.3 ALBA personnel involved in the contract

Responsible of the contract: Francis Perez – Head Accelerator Division;

Scientist in charge: Ubaldo Iriso – Head Beam Physics Section;

Scientific Staff: Angel Olmos – Diagnostics Group;

Andriy Nosych – Diagnostics Group;

Technician staff: One electronic technician.

2.4 Costs

The total cost of the works is 79,915.20 Euros (excluding VAT).

2.5 Payments

Payments will be divided in the following:

a. At the signature of the contract 20%. b. After 1st batch measurements 30%. c. After 2nd batch measurements 50%.

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