Att F - Draft Agreement.pdf

Oak Ridge National Laboratory

Acting under contract DE-AC05-00OR22725

With the U.S. Department of Energy

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

Version 11 Dated 07.10.2025 P a g e 1 | 7

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: Powder Handling System

Period of Performance Start Date: TBD

Period of Performance End Date: February 28, 2026

Subcontract Type: Firm Fixed Price

Total Value: TBD

Name and Address of Company

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

1 Bethel Valley Road, Bldg 4500N, MS 6339

P.O Box 2008

Oak Ridge, TN 37830-8050

Attention: Daria Wang

Phone: 865-341-4813

E-Mail Address: WangDS@ornl.gov

Name and Address of Seller / Subcontractor

Name: TBD

Address:

Attention:

https://contracts.ornl.gov/ mailto:WangDS@ornl.gov

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Phone:

Email:

Primary Performance Location: Vendor’s Facility located at TBD

The product classification for this procurement under the North American Industry

Classification System (NAICS) is Code: 332117, Powder Metallurgy Part Manufacturing, 550 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 Item Description Quantity

Unit of

Measure Unit Price

Extended

Price (USD)

1 Powder Handling System 1 USD $TBD $TBD

FUNDING AUTHORIZATION

a. The total price to the Company for performance of this subcontract is listed above in the Extended

Price (USD). The amount currently allotted to this subcontract for payment is based on availability of funding. Company is not obligated to reimburse Seller if Seller exceeds the Total Value. Seller is not obligated to continue performance 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.

MILESTONE PAYMENTS

The following milestone payments will be made during the performance of this agreement:

Milestone Payments Completion Indicator Value

25% System Design 25% design of system completed and approved by UTB.

50% System Design 50% design of system completed and approved by UTB.

100% System Design 100% design of system completed and approved by UTB.

Sieve Unit Proof of purchase and confirmed ship/receive date sent to UTB.

Decanting Unit Proof of purchase and confirmed ship/receive date sent to UTB.

Blending Unit Proof of purchase and confirmed ship/receive date sent to UTB.

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Milestone Payments Completion Indicator Value

Packaging Unit Proof of purchase and confirmed ship/receive date sent to UTB.

Installation Full system installed on site at UTB and TPO sign-off

Testing/Acceptance Full acceptance of system based on technical requirements

Shipping/Freight Proof of purchase and confirmed ship/receive date sent to UTB.

TOTAL FIXED PRICE $TBD

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 Statement of Work in Attachment 1 in accordance with the Dust Hazard

Analysis for Metal Powder Atomization and Handling at CFTF in Attachment 2.

4. PAYMENT/BILLING INFORMATION

a. Payment Terms: The payment terms are Net 30 – 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/electronic-funds-transfer/.

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://contracts.ornl.gov/electronic-funds-transfer/ 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

Technical Direction (Jan 2006)

(a) Performance under this subcontract is subject to the technical direction of the Company’s

Technical Project Officer (TPO), TBD.

(b) Technical direction may be:

(1) direction to the Seller which shifts emphasis between work areas, requires pursuit of certain lines of inquiry, fills in details, or otherwise serves to facilitate the contractual Statement of Work;

(2) information which assists in the interpretation of drawings, specifications, or technical portions of the work description; or

(3) review and approval of technical reports, drawings, specifications, and technical information delivered by the Seller.

(c) Technical direction must be within the scope of work stated in the Agreement. The TPO may not issue any direction that:

(1) constitutes an assignment of work outside the Statement of Work;

(2) constitutes a change as described in the Agreement clause entitled “Changes”;

(3) causes an increase or decrease in the total estimated Agreement cost, the fee (if any), or the time required for performance; or

(4) changes any expressed provisions of the Agreement.

(d) All technical direction shall be issued in writing by the TPO. The Seller shall proceed promptly with the performance of technical direction issued by the TPO. However, if the Seller believes direction by the TPO falls within one of the categories in (b)(1) through (4) above, the Seller shall not proceed but shall notify the Subcontract Administrator in writing within 10 working days after receipt of the direction and shall request the Subcontract Administrator to modify the Agreement accordingly. Within 30 days after receipt of the Seller’s notification, the

Subcontract Administrator shall send a written response either: (1) advising the Seller that the technical direction is within the scope of the Agreement and does not constitute a change; (2) canceling the direction; or (3) advising the Seller that the Company will modify the Agreement.

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

Attention:

Phone No. ( ) -

E-mail Address:

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COMPANY’S PROCUREMENT OFFICER

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

Attention: Daria Wang

Phone No.: 865-341-4813

E-mail Address: WangDS@ornl.gov

SELLER TECHNICAL PROJECT OFFICER/POINT OF CONTACT

TBD

Attention:

Phone No. ( ) -

E-mail Address:

SELLER SUBCONTRACT REPRESENTATIVE/POINT OF CONTACT

TBD

Attention:

Phone No. ( ) -

E-mail Address:

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 – BSD-CS-2258

(07/10/2025) is available in the “Documents Index” and then "Special Articles and Forms" section of our web site at https://contracts.ornl.gov/.

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.

https://contracts.ornl.gov/ mailto:WangDS@ornl.gov https://contracts.ornl.gov/

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

a. Terms and Conditions – Fixed Price 06/06/2025)

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

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

- Exhibit 1B, Patent Rights – Acquisition by the Government (applicable for large businesses)

- Exhibit 1C, Patent Rights – Retention by the Seller (applicable for domestic small businesses)

- Exhibit 3, Authorization and Consent

- Exhibit 5, Patent Indemnity

- Exhibit 17, Rights to Proposal Data (Technical)

- Counterfeit/Suspect Materials

- Milestone Payment Clause

8. LIST OF ATTACHMENTS

Attachment

No.

Document Title Revision/Date

Statement of Work, Design, Fabrication and Integration of

Metal Powder Handling System July 25, 2025

Dust Hazard Analysis for Metal Powder Atomization and

Handling at CFTF March 2025 https://contracts.ornl.gov/documents-index/

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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 52.203-12, Limitation on 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: