ORGANISATION EUROPEENNE POUR LA RECHERCHE NUCLEAIRE CERN EUROPEAN ORGANIZATION FOR NUCLEAR RESEARCH COLLABORATION AGREEMENT No. KE1807/BE/Linac4 Supply of Movable Tuners for the accelerating cavities of Linac4 between The European Organization for Nuclear Research (CERN) and The Istituto Nazionale di Fisica Nucleare (INFN)
COLLABORATION AGREEMENT No. KE1807/BE/Linac4 The European Organization for Nuclear Research (hereinafter referred to as "CERN") an Intergovernmental Organization having its seat at Meyrin, CH-1211, Geneva 23, Switzerland, on the one hand, and The Istituto Nazionale di Fisica Nucleare (INFN) having its seat at Rome, Italy (hereinafter referred to as the Contractor ), on the other hand, hereafter individually referred to as the Party and collectively as "the Parties"; CONSIDERING THAT: The Parties have a long standing collaboration in the field of normal-conducting cavities for linear accelerators and that the Contractor is interested in acquiring competences aimed at the construction of normal-conducting linear accelerators to be used in its future accelerator projects; CERN requires 55 movable tuners for the accelerator cavities of Linac4; The Contractor has the expertise and infrastructure required for providing the said movable tuners. It is agreed as follows 1
Article 1 Scope of the Agreement 1.1 This Collaboration Agreement establishes a framework of collaboration between the Parties for the manufacture of 55 movable tuners for Linac4 (hereinafter referred to as the Agreement ). 1.2 The Contractor shall execute the Agreement in accordance with the Technical Specification attached hereto as Annex I. 1.3 To this end, the Contractor shall make available his facilities and appropriate manpower with suitable qualifications. 1.4 In so far as they are not countermanded by the terms of this Agreement, this Agreement shall be performed in accordance with all its Annexes I and II which shall form an integral part thereof. Article 2 Conditions of the Collaboration 2.1 The Contractor shall provide to CERN complete movable tuners (hereafter the Deliverables ) as specified in Annex I. 2.2 CERN in return undertakes to make the hereinafter mentioned in-kind and incash contributions: a) The supply of specific components (hereafter the Material ) required in accordance with Annex I, free of charge for the Contractor; b) payments in accordance with Article 4.2 and Annex II. 2.3 The Contractor is free to subcontract all or part of the work specified in Annex I. The overall responsibility for said work shall remain with the Contractor. 2.4 The Material made available by CERN hereunder shall remain the exclusive property of CERN and shall be used by the Contractor solely for the execution of this Agreement. The Material is made available by CERN on an "as-is" basis and CERN shall not be liable for any loss or damage resulting from their use. 2.5 The Contractor shall at his own expense and in accordance with professional standards, maintain, and if lost or damaged, replace or repair the Material made available to him. Upon completion of the Agreement, the Contractor shall forthwith and at his own expense return any unused material to CERN. The Contractor shall not be liable for normal wear and tear of equipment. Article 3 Deliverables and Time Schedule 2
3.1 The Deliverables and the corresponding delivery dates are defined in Annex I and Annex II hereto. 3.2 The execution of the work will be supervised and controlled by a Technical Coordinator for each of the Party. They will ensure the accomplishment of the work at technical level. 3.3 Reports will be accepted, or rejected by the CERN Technical Coordinator by written notification sent by within 6 weeks of receipt. Article 4 Financial Envelope 4.1 Payments due by CERN within the scope of this Agreement in accordance with Article 2 shall, for the duration of this Agreement, in no case exceed the total amount of 148,500 EUR (one hundred forty-eight thousand and five hundred Euros). 4.2 The above amount is net, firm and not subject to revision and shall be paid in accordance with Annex II subject to the acceptance by CERN of the Deliverables concerned and receipt of a correct invoice in duplicate to be paid within 30 days. 3
Article 5 Transport and Transport Insurance 5.1 The Deliverables shall be shipped under the responsibility of the Contractor according to DDU conditions to the CERN site, Prévessin (France). 5.2 It is the responsibility of the Contractor that the Deliverables are well protected and without any damages. The cost of site to site transport insurance for the full replacement value of the Deliverables shall be included in the amount stipulated in Article 4.1. 5.3 The Contractor shall hold CERN free and harmless from any taxes or custom duties related to the delivery of the Contribution to CERN or the delivery by CERN of the blank material to the Contractor or to any third party nominated by the Contractor. Article 6 Factory and Final Acceptance Tests 6.1 The Contractor shall notify CERN two weeks in advance about all tests and metrology checks of the Deliverables. CERN will then decide whether to send a representative to witness the tests. 6.2 Acceptance of the Deliverables shall be granted by CERN if they have satisfied the conditions of the Technical Specification and the Execution Drawings, and provided the Contractor has fulfilled all its obligations for this purpose. The Contractor shall furnish CERN with complete metrology records and all related documents as part of its obligations in this respect not later than two weeks after each shipment from the Contractor to CERN. 6.3 If Acceptance has not been granted within three months of the date on which the Contractor has notified CERN that it has fulfilled all its obligations to this end and CERN has not advised of non-conformity, it shall be considered that the Deliverable has been accepted by CERN on the last day of such a three-month period. 4
Article 7 Intellectual property 7.1 The term intellectual property shall mean all intellectual property including know-how in forms such as drawings, designs, inventions, software programs, reports, processes and protocols and protected by means such as secrecy, patents, copyrights and trademarks. 7.2 The disclosure of intellectual property (IP) by CERN to the Contractor shall not create any right for him in respect of that intellectual property, other than a license to use the intellectual property in so far as necessary for the performance of his obligations under the Agreement. 7.3 The disclosure of intellectual property by CERN to the Contractor is without any warranty, express or implied, by CERN and CERN accepts no liability in relation thereto. The Contractor shall be solely liable for the use by him of any intellectual property disclosed by CERN. 7.4 IP generated in the execution of this Agreement shall be vested in CERN. CERN shall grant the Contractor a non-exclusive, royalty free license to use IP generated in the framework of this Agreement for its own research purposes. 7.5 The Contractor agrees not to use knowingly, as part of, or in the design of, any deliverable, any proprietary rights (such as intellectual property rights or proprietary information) of a third Party for which it has not acquired the right to grant a license to CERN for use in accordance with this Agreement. Article 8 Confidentiality 8.1 Except as expressly authorised by, and subject to any obligations of this Agreement, each Party agrees to keep confidential and not to disclose to any third party any information, document or other material which is communicated to it as confidential or the disclosure of which may be clearly prejudicial to the other Party. Each Party shall limit the circle of recipients of confidential information on a need-to-know basis and shall ensure that the recipients are aware and comply with the obligations as defined in this confidentiality clause. 8.2 Notwithstanding the above, a Party is entitled to disclose confidential information which it is required by law to disclose or which, in a lawful manner, it has obtained from a third party without any obligation of confidentiality, or which it has developed independently of confidential information, or which has become public knowledge other than as a result of a breach by that Party of its obligations under this confidentiality clause. Article 9 Assignment/Subcontracting 5
No Party shall assign or subcontract part or all obligations under this Agreement to a third party without the prior written approval of the other Party. Article 10 Liability 10.1 Each Party shall be solely liable and shall hold the other Party free and harmless from any damage arising from its actions or omissions in relation to the execution of this Agreement. 10.2 Except as provided for in Article 6.4 or where it results from gross negligence or wilful misconduct each Party s total liability in relation to the Agreement shall be limited to the amount stipulated in Article 4.1. 10.3 Neither Party shall be liable, under any circumstances for indirect damages or consequential losses incurred by the other Party. Article 11 Compliance with laws 11.1 Each Party shall comply with applicable laws, namely all laws, treaties, rules, regulations or orders of any local, national and other authority having jurisdiction over it or applicable to its work. 11.2 Each Party shall hold the others free and harmless from, and indemnify them for any loss or damage resulting from its infringement of applicable laws. 6
Article 12 Governing Law /Dispute Resolution 12.1 The terms of the Agreement shall be interpreted in accordance with their true meaning and effect and, as a consequence of CERN s status as an Intergovernmental Organization, independently of national and local law. Provided that if and insofar as the Agreement does not stipulate, or any of its terms is ambiguous or unclear, then in those circumstances only and solely in respect of those circumstances and not in respect of the Agreement as a whole, reference shall be made to Swiss law. 12.2 If any dispute under the Agreement fails to be settled amicably, the parties shall resort to the arbitration procedure as defined in paragraphs 12.3 to 12.8 inclusive, drawn up by CERN in accordance with its status as an Intergovernmental Organization. Notwithstanding reference of any dispute to arbitration, the parties shall continue to perform their obligations under the Agreement. 12.3 Within thirty days of written notification by a party to the other party of its intention to resort to arbitration, the first party shall appoint an arbitrator. The second party shall appoint an arbitrator within three months of the appointment of the first arbitrator. The two arbitrators shall, by joint agreement and within three months of the appointment of the second arbitrator, select a third arbitrator, who shall subsequently be appointed by the parties to preside over the arbitration tribunal. 12.4 If the second party fails to appoint an arbitrator or the two arbitrators fail to agree on the selection of a third arbitrator, the second or, as the case may be, the third arbitrator, shall be selected by the President of the Administrative Tribunal of the International Labour Organization, established in Geneva, Switzerland, and subsequently appointed by the parties, at the request of the first party to do so. 12.5 None of the arbitrators shall be drawn from amongst persons who are or have been in any way in or at the service of CERN or of the Contractor or of any subsidiary or affiliate of the latter. They shall act impartially in the execution of their duties. 12.6 The arbitration proceedings shall take place in Geneva. The parties shall within 30 days of the appointment of the third arbitrator agree on the terms of reference of the arbitration tribunal, including the procedure to be followed. 12.7 The arbitration tribunal shall faithfully apply the Agreement and shall set out in the award the detailed grounds for its decision. The costs of the arbitration, including all reasonable fees expended by the parties, shall be borne by the unsuccessful party or parties and the award shall include an allocation of such costs. The arbitration tribunal shall have no authority to award interest. 12.8 The arbitral award shall be final and binding upon the parties, who hereby expressly agree to renounce any form of appeal or revision, whether ordinary or 7
extraordinary, it being understood that each party may within two weeks from the date of the award request the arbitration tribunal to give a written interpretation of the arbitral award or to correct computation or typographical errors. The interpretation or correction shall be made known to the parties within two months from the date of request and shall become part of the award. Until the date of the delivery by the arbitration tribunal of any request interpretation or correction, the execution of the arbitral award shall be suspended. 12.9 Save to the extent required by law, the arbitral award shall not be published or its contents made known to any third party, unless each party gives prior written approval. Article 13 Entry into force and validity and Early Termination 13.1 This Agreement enters into force on the date of its signature by the authorized representatives of the Parties, and shall stay valid until fulfilment by the parties of their contractual obligations and terminate under all circumstances after a maximum period of two years from the date of signature. 13.2 If one Party breaches its obligations under the Agreement, the other Party shall so notify it in writing indicating a reasonable period to remedy the breach. 13.3 If either, the Party shall not have remedied the breach within the period stipulated in the notification or in view of the nature of the breached obligation or of the timing of the breach or it cannot adequately be remedied, the other Party shall be entitled to terminate the Agreement wholly or partially with immediate effect by giving notification in writing to the Party. No compensation shall be due by the Party terminating the Agreement to the Party breaching the Agreement in relation to such termination it being understood however that any Deliverables delivered prior to termination and in conformity with the Agreement will be paid for. 8
Article 14 Amendments 14.1 Any amendments to this Agreement shall be made in writing and signed by the authorised representatives of the Parties. 14.2 All Annexes to this Agreement form an integral part of it. Article 15 Contact persons The following persons shall act as Technical Coordinators for the implementation of this Agreement: For CERN: For the Contractor: F. Gerigk CERN BE L21310 CH-1211 Geneva 23 Switzerland e-mail: Frank.Gerigk@cern.ch Phone: +41-22-767-5062 A. Pisent Laboratori Nazionali di Legnaro Viale dell Università, 2 35020 Legnaro/PD- Italy e-mail pisent@lnl.infn.it phone +39-049-8068358 Addresses for Correspondence: All documents concerning this Agreement shall bear the reference: Agreement No KE1807/BE/Linac4 9
The Contractor shall send: Documents of a technical nature to the CERN Technical Coordinator: Documents of commercial or contractual nature to: F. Gerigk CERN BE L21310 CH-1211 Geneva 23 Switzerland e-mail: Frank.Gerigk@cern.ch Phone: +41-22-767-5062 Invoices to: CERN shall send all documents to: CERN Finance and Procurement Department Procurement Service CH-1211 Geneva 23 Switzerland CERN Finance and Procurement Department Accounts payable CH-1211 Geneva 23 Switzerland A. Pisent Laboratori Nazionali di Legnaro Viale dell Università, 2 35020 Legnaro/PD - Italy e-mail pisent@lnl.infn.it phone +39-049-8068358 Signed at Geneva, on Roberto Petronzio President Sergio Bertolucci Director for Research and Computing 10
1. Scope of the supply Annex I - Technical Specification The work to be performed consists in the construction and assembly of 55 movable tuners with water cooled plungers, according to drawings to be provided by CERN. The stroke of all tuners shall be 80 mm and the number and type of tuners is defined in Table 1. The types differ by the diameter of the plungers and the diameter of the vacuum flange (conflat). The metrology results (see section 0) and test results as specified in this Document shall be delivered to CERN within 2 weeks after the delivery of the tuners. Table 1: Number of movable tuners per accelerating structure. number of tuners diameter of plunger buncher (MEBT) 3 47 mm Spares 1 47 mm DTL tank 1 2 ~100 mm DTL tank 2 & 3 6 ~100 mm Spares 2 ~100 mm CCDTL module 1-5 5 83.9 mm CCDTL module 6-7 4 83.9 mm Spares 2 83.9 mm PIMS cavity 1-12 24 62 mm Debuncher (t.b.c.) 2 62 mm Spares 4 62 mm Total 55 2. Items supplied by CERN CERN provides free of charge: - Specification Drawings of all parts to be manufactured; - Motor and position measurement system; - Guiding system; 3. Contract Engineer The Contractor shall assign an engineer to be responsible for the technical execution of the Contract and its follow-up throughout the duration of the Contract. 11
4. Prototype production The Contractor shall produce one prototype for each tuner type. These prototypes shall be sent to CERN for approval. CERN has to give comments within 1 month after reception of the prototypes. Should there be no feedback from CERN within this time, the design is automatically accepted. After written acceptance of the prototypes by CERN the construction of the series can start. 5. Deviations from this Technical Specification If, after the Contract is placed, the Contractor discovers that he has misinterpreted this Technical Specification, this will not be accepted as an excuse for deviations from it and the Contractor shall deliver equipment in conformity with this Technical Specification at no extra cost. During execution of the Contract, all deviations proposed by the Contractor from this Technical Specification shall be submitted to CERN in writing. CERN reserves the right to reject or accept such proposals without justification. CERN reserves the right to modify this Technical Specification during execution of the Contract. The consequences of such modifications shall be mutually agreed between CERN and the Contractor. 6. Machining Machining of all pieces in contact with vacuum or vacuum seals shall be compatible with vacuum applications at 10-8 mbar. To facilitate cleaning preparations for vacuum, machining liquids shall be silicone and halogen free. 7. Cleaning Before assembly of the tuners and delivery to CERN the pieces shall be cleaned in order to be ready for mounting on vacuum equipment. All surfaces shall be rendered free from contamination, grease, swarf, hydrocarbons and any other substance that may impair the ability to establish and maintain the required vacuum in their vicinity (DIN norm 25410 grade 1). The Contractor shall establish a detailed cleaning procedure suiting his manufacturing facilities. The procedure, including the properties of the cleaning agents, shall be submitted to CERN for approval. After cleaning, the tuner parts in contact with vacuum shall be protected with watertight covers and stored in a clean, dry and dust free area. 12
8. Metrology The dimensions of the copper plungers and the inner diameter of the vacuum flange shall be measured and given to CERN. 9. Vacuum The vacuum side of the tuners shall conform to UHV standards when closed by a lid and when tested with a continuous flow or at 1 bar absolute helium pressure. Leak tightness shall be defined after applying the foregoing conditions for >3 minutes, as a total leak rate measured on a calibrated He leak detector not exceeding 1 x 10-11 Pa m 3 s -1. The tuners shall meet all requirements at a vacuum of 10-8 mbar. Welds and other surfaces on the vacuum side shall not be finished by grinding or any other mechanical abrasion. The surfaces in contact with vacuum shall have a surface roughness of Ra 1.6. 10. Vacuum bellows The choice of bellows has to be approved by CERN and a sample has to be sent to CERN before the start of construction. CERN will give its approval within 4 weeks after reception of the sample. 11. Flanges For the flanges, the following machining procedure has to be followed: rough machining; relaxation by heat treatment; final machining. The contact surface for the seal must not be ground or polished after machining. The flange has to be made of wrought austenitic stainless steel, grade 1.4429 (AISI 316LN) or better. The material specifications are given in the CERN Technical Specifications No.1000 Ed. 4, and No. 1002 Ed. 4. Material certification shall be required with the delivery. A suitable heat treatment for the flanges shall be proposed by the Contractor and submitted to CERN for approval. 12. Weldings and brazings The surface of the welds shall be smooth and free of defects. Welding procedures shall be qualified according to: ISO 15614-11:2002 Specification and qualification of welding procedures for metallic materials (for electron beam welding), or ISO 15614-1:2004 (for TIG welding). CERN reserves the right to ask for a representative sample (shape, dimensions, base material) for each type of welding, which has to be approved by CERN before the 13
start of production. The welding of the samples must not delay the delivery schedule of the final structure. All welds will be inspected visually. All brazings will be visually inspected and have to conform to the following points: Continuous filling of the brazing alloy in the area of the joints without accumulation or excessive flow of the brazing material; No gap visible; No coloration of the vacuum brazed pieces. CERN reserves the right to ask for a representative sample (shape, dimensions, base material) for each type of brazing, which has to be approved by CERN before the start of production. The brazing of the samples must not delay the delivery schedule of the final structure. 13. Manufacturing drawings The Contractor will receive a complete set of specification drawings from CERN. The manufacturing drawings, which are adapted to the facilities of the Contractor have to be prepared by the Contractor. 14. Quality assurance The Contractor shall plan, establish, implement and adhere to a documented quality assurance program that fulfils all the requirements described in this Technical Specification and which is in accordance with ISO 9001 standards requirements. The Contractor s Quality Assurance Program shall include quality control procedures for all pieces produced. All tuners shall have a serial number visible on the outside of the devices. All verification and measurement results shall be recorded together with the serial number of the machined piece and shall be provided to CERN. Wherever relevant EN or ISO Norms shall be applied. The Contractor s Quality Assurance Program shall provide a system for prompt identification of items not complying with the requirements of the engineering documents. Any non-complying blanks or machined pieces shall be positively identified and segregated to prevent their use. The possible use of any non-complying items may only be implemented after a written approval by CERN. The Contractor shall maintain a record of all non-complying items. The Contractor s Quality Assurance Program shall provide procedures that assure adequate protection of materials during packing, handling, shipping and storage. 15. Acceptance tests The Contractor shall be required to supply all tooling, equipment and personnel necessary to execute all tests required in this Technical Specification. The water cooling channels must be tested with maximum pressure of 16 bar (value to be confirmed by CERN). 14
Vacuum tests shall be carried out according to section 9. The acceptance procedure for items supplied to CERN may include the repetition by CERN of any of the quality control procedures performed at the Contractors or Subcontractors premises. CERN reserves the right to perform any kind of verification to qualify the compliance of the supplied items to the present Technical Specification. The manufacturer will be informed of any part that fails to meet the requirements. Where appropriate, the Contractor may, at his own expense, send an inspector to verify CERN's findings. The parts that are found unsatisfactory will be returned to the Contractor, at his expense, for repair or replacement according to a mutually agreed written schedule. 16. Warranty The warranty period is defined as the first year of operation. The first year of operation nominally starts, when the tuners are taken out of their transport packaging. The first year of operation has to start within 2 years after delivery to CERN. Annex II: Deliverables, Schedule and Payments Task Title Months from signature 0 Signature of contract 0 1 Proposal for cleaning procedure & cleaning 2 agents for pieces in contact with vacuum, proposal for heat treatment cycle for the flanges 2 Specification of bellows by CERN 2 2 Delivery of the final set of drawings and specific 3 Payment (EUR) materials by CERN 3 Delivery of sample bellow to CERN 3 4 Delivery of the prototype tuners 6 5 Delivery of the complete set of tuners 12 148.500,- 15