(3) Fixed Price Draft Subcontract.pdf

Oak Ridge National Laboratory

Acting under contract DE-AC05-00OR22725

With the U.S. Department of Energy

Internet: https://contracts.ornl.gov/

Version 10 Dated 08.21.2024 P a g e 1 | 6

UT-Battelle, LLC Fixed Price Subcontract

When executed by UT-Battelle, LLC, this subcontract, as described, shall constitute the entire subcontract between the parties hereto and any Terms or Conditions offered by the subcontractor

(hereafter referred to as the Seller) in addition thereto or in any way different from those set forth herein are hereby objected by UT-Battelle, LLC (hereafter referred to as the Company). Seller agrees to furnish and deliver the items or perform services to the extent stated in this document for the consideration stated in this subcontract. The rights and obligations of the parties to this subcontract are subject to and governed by this document and any documents attached or incorporated by reference.

1. THE SCHEDULE

Seller Name: TBD

Subcontract Number: TBD

Brief Description: Advanced X-ray Analysis for Additive Manufacturing

Period of Performance Start Date: AWARD DATE

Period of Performance End Date: 30 Weeks Later

Subcontract Type: Fixed Price

Total Value: TBD

Name and Address of Buyer

UT-Battelle, LLC c/o Oak Ridge National Laboratory

P.O Box 2008, Bldg 1055COM

Oak Ridge, TN 37831

Attention: Mckenzi Baz

Phone: 865-576-6063

E-Mail Address: bazmk@ornl.gov

Name and Address of Seller / Subcontractor

Name: TBD

Street: TBD

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City/State: TBD

Attention: TBD

Phone: TBD

Email: TBD

Primary Performance Location

Name: TBD

City/State: TBD

The product classification for this procurement under the North American Industry

Classification System (NAICS) is Code: 334516 – Analytical Laboratory Instrument

Manufacturing - 1,000 Employees

NOTICE: Per DOE Directive No. DOE O 142.3B, Unclassified Foreign National Access

Program, all deliverables coming on site to a DOE Laboratory, including Oak Ridge

National Laboratory (ORNL), must be delivered by a United States citizen. If a foreign national attempts to deliver anything to the ORNL site, the driver will not be allowed on site.

2. SUBCONTRACT PRICE

Item

Number

Short Name Unit of

Measure

Unit Price Unit Price

Currency

Quantity Extended

Price

TBD

TBD

TBD

FUNDING AUTHORIZATION

a. The total fixed price to the Company for performance of this subcontract is referenced above under the total value field. Company is not obligated to reimburse Seller for costs in excess of the total value. Seller is not obligated to continue performance or otherwise incur costs in excess of the total amount allotted until Company increases allotted funds.

b. The funding for the subcontract will be done by purchase order releases sent over the

Ariba Network. It is understood that those releases constitute when additional funding is available on the subcontract. Without a Purchase Order release there is no funding for work under this subcontract.

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3. SPECIFICATIONS/STATEMENT OF WORK

a. Independently and not an agent of the Company, the Seller shall furnish all necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Company as needed to perform the Specification/Statement of Work in attachment

A.

4. PAYMENT/BILLING INFORMATION

a. Payment Terms: The payment terms are Net 30 Days – no discount.

b. Electronic Funds Transfer (EFT): Electronic Funds Transfer (EFT) expedites payments to subcontractors and is our preferred method of payment. A remittance notification (email or fax) is automatically generated to you at the time of payment. To sign up for EFT, revise your banking information, or contact us to verify your current payment information, visit our website at https://contracts.ornl.gov/ in the "Electronic Funds

Transfer" section.

c. Ariba Network for Suppliers: For detailed payment/billing information or inquiries concerning invoices and payments please access the Ariba Network account for your organization at https://supplier.ariba.com/ or email your questions to ornlap@ornl.gov.

d. Place of Performance: All work hereunder shall be performed at the reference filed above

Primary Performance Location and other locations as mutually may be agreed upon by

Company and Seller. This is a location other than a DOE/NNSA Facility.

e. Invoices: Invoices shall be submitted via the Ariba network, or by emailing a copy to

ORNL Accounts Payable at ORNLAP@ornl.gov. Each invoice shall reflect milestones or services complete and billable under the subcontract. All payments will be made in U.S.

Dollars.

5. ADMINISTRATION

Sole authority to make changes in or amendments to this subcontract and to effect deviations from the work herein specified is hereby vested in the authorized representative of

Company's Procurement Officer and must be made in writing. Unauthorized changes, alterations or modifications to this subcontract will not be considered for equitable adjustment.

Changes to the subcontract or its scope shall not be made without the express written authorization of the designated Company’s Procurement Officer. Except as otherwise specifically provided herein, any notices to be furnished by Seller to Company, or by

Company to Seller shall be sent by mail or electronic means as follows:

https://contracts.ornl.gov/ https://supplier.ariba.com/ https://eyus-my.sharepoint.com/personal/alex_p_krueger_ey_com/Documents/Documents/UT-Battelle/ECA%20styling/ornlap@ornl.gov

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COMPANY’S TECHNICAL PROJECT OFFICER

The clause, “Technical Direction”, is available in the “Documents Index” and then "Special

Articles and Forms" section of our web site at https://contracts.ornl.gov/, and is incorporated by reference and amended as follows: "Performance under this subcontract is subject to the technical direction of the Company's Technical Project Officer (TPO):"

UT-Battelle, LLC c/o Oak Ridge National Laboratory

Location is referenced above

Attention: Christopher Ledford

Phone No. (865) 341-0592

E-mail Address: ledfordcc@ornl.gov

COMPANY’S PROCUREMENT OFFICER

UT-Battelle, LLC c/o Oak Ridge National Laboratory

Location is referenced above

Attention: Mckenzi Baz

Phone No. (865) 576-6063

E-mail Address: bazmk@ornl.gov

SELLER SUBCONTRACT REPRESENTATIVE/TECHNICAL PROJECT

OFFICER/POINT OF CONTACT

Street Address: TBD

City, State, Zip Code: TBD

Attention: TBD

Phone No. TBD

E-mail Address: TBD

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6. GENERAL PROVISIONS

NOTE: Standard government forms (SF) mentioned herein are available at http://www.gsa.gov/forms. Other forms, clauses, articles, and documents are available at our web site, https://contracts.ornl.gov/.

UT-BATTELLE PRIME SUPPLEMENTAL FLOWDOWN DOCUMENT ADDITIONAL

TERMS AND CONDITIONS FOR SUBCONTRACTS/PURCHASE ORDERS UNDER

Prime Contract No. DE-AC05-00OR22725 is available in the “Documents Index” and then

"Special Articles and Forms" section of our web site at https://contracts.ornl.gov/.

NOTICE: This contractor and subcontractor shall abide by the requirements of 41 CFR 60-

1.4(a) [41CFR 60-1.4(b) for Construction], 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated by reference into this subcontract.

Any Representations and Certifications submitted by the Seller that resulted in this document are incorporated by reference. All articles and documents incorporated by reference, including those made a part of General Provisions, apply as if they were set forth in their entirety.

The terms and conditions for this Subcontract can be found on our website at https://contracts.ornl.gov/ in the “Documents Index” and then "Terms and Conditions" section.

The following terms will apply under the Terms and Conditions tab:

1. Terms and Conditions – Fixed Price (08/29/2023)

Do not Include Sales or use taxes - See “Taxes - ORNL - Direct Pay Permit” at https://contracts.ornl.gov/.

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7. SPECIAL PROVISIONS

All articles and documents incorporated by reference, including those made a part of Special

Provisions apply as if they were set forth in their entirety.

The following documents can be located at https://contracts.ornl.gov/documents-index/.

Exhibit 1B, Patent Rights – Acquisition by the Government (02/09)

Exhibit 2, Representation of Limited Rights Data and Restricted Computer Software (07/15)

Exhibit 2B, Petition for Advance Waiver of Patent Rights (09/09)

Exhibit 9, Technical Data (06/11)

Exhibit 11, Limited Rights Notice (09/10)

Exhibit 17, Rights to Proposal Data (Technical) (10/91)

8. LIST OF ATTACHMENTS:

Attachment A, Statement of Work, Advanced X-ray Analysis for Additive Manufacturing, dated April 24, 2025

9. SIGNATURES

Your acceptance of this order serves as your certification that you are in compliance with 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment, and 52.203-11, Certification and Disclosure Regarding payments to Influence Certain Federal

Transactions, as of the time of award.

Seller’s Agreement UT-Battelle

Seller agrees to furnish and deliver the items or UT-Battelle, LLC (Company) agrees to perform services to extent stated in this document award this subcontract to Seller. The rights for the consideration stated in this subcontract. The and obligations of the parties to this rights and obligations of the parties to this subcontract subcontract are governed by this and any are subject to and governed by this document and any documents attached or incorporated by documents attached or incorporated by reference. reference.

Signature of Person authorized to sign for Seller Signature of person authorized to sign

By: By:

Name: Name:

Title: Title:

Date: Date:

https://contracts.ornl.gov/documents-index/ https://contracts.ornl.gov/wp-content/uploads/2021/01/Exhibit-1B-Patent-Rights-Acquisition-by-the-Government-02-09-2009.pdf https://contracts.ornl.gov/wp-content/uploads/2021/01/Exhibit-2-Representation-of-Limited-Rights-Data-and-Restricted-Computer-Software-07-21-2015.pdf https://contracts.ornl.gov/wp-content/uploads/2021/01/Exhibit-2B-Petition-for-Advance-Waiver-of-Patent-Rights-09-28-2009.pdf https://contracts.ornl.gov/wp-content/uploads/2021/01/Exhibit-9-Technical-Data-06-16-2011.pdf https://contracts.ornl.gov/wp-content/uploads/2021/01/Exhibit-11-Limited-Rights-Notice-09-19-2010.pdf https://contracts.ornl.gov/wp-content/uploads/2021/01/Exhibit-17-Rights-to-Proposal-Data-Technical-07-18-2005.pdf