HTP-APP_Request for Proposal and Draft Contract.pdf

Battelle Memorial Institute, Pacific Northwest Division Acting Under Prime Contract DE-AC05-76RL01830

With the U.S. Department of Energy Operating the Pacific Northwest National Laboratory (PNNL) (www.pnnl.gov)

BATTELLE MEMORIAL INSTITUTE, PACIFIC NORTHWEST DIVISION'S

REQUEST FOR PROPOSAL NUMBER 843396

Microbial Molecular Phenotyping Capability (M2PC)

High-Throughput Automated Phenotyping Platform (HTP-APP)

Issued By:

Battelle Memorial Institute, Pacific Northwest Division

902 Battelle Boulevard

Richland, WA 99352

Contracts Specialist:

Name: Samantha J. Ernst

Telephone Number: 509/376-2529

Email: samantha.ernst@pnnl.gov

Mandatory Pre-Proposal Conference: December 20, 2024 - For information on the Pre-Proposal

Conference, see “Inquiries and Submission of Proposals” section below.

Questions Due Date: January 6, 2025, 4:00 p.m.

Pacific Time

Intent to Propose Due Date: January 6, 2025, 4:00 p.m. Pacific Time

Step 1 Proposal Due Date: January 17, 2025, 4:00 p.m. Pacific Time

Step 2 Proposal Due Date: April 11, 2025, 4:00 p.m. Pacific Time

Anticipated Contract Type: Firm Fixed Price

Anticipated Period of Performance:

TBD (Anticipated 5 Years)

Proposal

Offeror proposes to sell the goods and/or services (or alternates as specified) at the prices indicated in accordance with the General Provisions, Statement of Work, DRAFT Contract, and other provisions/documents of the Request for Proposal.

Offeror shall sign and return this page with their proposal.

Firm Name:

Offeror's Point of Contact Name:

Title:

Telephone Number:

Email Address: Proposal Date:

Payment Terms (check one or check and fill in

"Other Discount"):

2% 15, Net 30

3% 15, Net 30

Net 30

Other Discount__________________________

Signature:

1. INTRODUCTION/BACKGROUND

Battelle Memorial Institute, Pacific Northwest Division (Battelle) operates the Pacific Northwest

National Laboratory (PNNL) for the U.S. Department of Energy and is authorized to issue this http://www.pnnl.gov/ mailto:samantha.ernst@pnnl.gov

Request for Proposal Number: 843396

Request for Proposal (RFP). Throughout this document, the term "Contract" is used to refer to any resultant Battelle Contract. Captions are included in this document and Battelle's General

Provisions for convenience or reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

Under no circumstances shall the recipient of this RFP contact any individual within Battelle

(excluding contact with Battelle's Ombudsman [see RFP Additional Instructions/Information for

Offeror section below]), other than the Contracts Specialist named above regarding this RFP.

Unauthorized contact with Battelle staff other than indicated above may be grounds for disqualification. Contact with Battelle staff during the proposal period that shall take place by virtue of an existing contract agreement should be disclosed to the Contracts Specialist named above at the earliest possible time.

2. SCOPE OVERVIEW

Scope: This RFP is for the design, fabrication, and delivery of a fully functional High-Throughput

Automated Phenotyping Platform (HTP-APP) in accordance with the Performance Specification

(Attachment 1) and General Requirements (Attachment 2).

DRAFT Contract: Offeror shall thoroughly review the attached DRAFT Contract and propose accordingly. It includes applicable language related to Scope, Environment, Safety, and Health

Requirements and the role of the Technical Oversight Representative as well as other applicable language. The DRAFT Contract is provided for preliminary review purposes and is an example of what the final Contract will include. The content of the DRAFT Contract is subject to change prior to execution of the final Contract.

NAICS: The North American Industry Classification System (NAICS) Code for this RFP is 334516, Analytical Laboratory Instrument Manufacturing. The stated size standard is 1,000 employees.

The stated size shall be the sole determining factor as to classification (small or large business) of an Offeror. It is the responsibility of the Offeror to certify its size on the Representations and

Certifications in their proposal. If a manufacturing NAICS code is used, a wholesale trade or retain trade business concern submitting a proposal is categorized as a "nonmanufacturer" and deemed small if it has 500 or fewer employees and meets the requirements of 13 CFR 121.406.

3. BASIS OF AWARD

Contract Award (cl 600c -- July 2020):

Battelle may evaluate proposals received in response to this RFP without discussion (initial proposals should contain the Offeror's best price and technical terms).

Source Selection Method: Evaluation of proposals will be conducted by a Source Selection Panel.

The selection for award will be made by a Source Selection Authority. Award will be made to that offeror whose proposals contains the combination of those criteria offering the best overall value to

Battelle and not necessarily to the offeror with the lowest price or highest evaluated score. Best value will be determined by a tradeoff analysis of comparative differences in the value of technical merit with differences in price. Battelle is more concerned with obtaining superior technical or management features than with making an award at the lowest overall price. However, Battelle will not make an award at a significantly higher overall price to achieve slightly superior technical or management performance.

Two-Step Source Selection Process: Battelle is using two-step qualifications-based selection procedures to evaluate prospective Offerors. Step 1 is an open competitive process whereby interested Offerors will submit initial technical proposals which will be evaluated against identified evaluation criteria factors and sub-factors for the purpose of short-listing up to three (3) of the most highly qualified Offerors. In Step 2, the down-selected Offerors (only) will be asked to submit a secondary technical proposal with conceptual design, a priced proposal, and will be invited for an oral presentation/interview.

Stipends: To encourage high-quality submissions in Step 2 of the source selection process and provide the Government with the ability to utilize the best solutions provided, a stipend in the amount of $125,000 will be provided to Step 2 unsuccessful offerors only.

As a condition of submitting a Step 2 technical and price proposal, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights [as defined in FAR 52.227-14] in and to the technical data contained in those successful or unsuccessful proposals.

The successful offeror will not receive a stipend, rather they will receive full compensation for its design by virtue of receiving contract award. There will not be a line item in the contract for proposal development.

By submitting design packages for review these terms and conditions are expressly agreed to.

Set Contract Price and Funding Profile: The price of this firm fixed price action is set at

$47,000,000.00 to design, fabricate, and deliver a fully functional High-Throughput Automated

Phenotyping Platform (HTP-APP) that meets the capabilities, which includes required capabilities and highly desired capabilities, described in the Performance Specification (Attachment 1) and the

General Requirements (Attachment 2). The subsequent contract will be incrementally funded and will include milestone payments. The estimated funding profile is as follows and is subject to change subject to congressional funding allotments, etc.:

Period Estimated Funding

FY 2025 $2,000,000

FY 2026 $15,000,000

FY 2027 $25,000,000

FY 2028 $5,000,000

FY 2029 -

Total $47,000,000

Rights Reserved: Battelle may:

A. reject any or all proposals;

B. request clarification of minor irregularities, informalities or apparent clerical mistakes;

C. waive minor irregularities, informalities or apparent clerical mistakes in proposals received;

D. accept any item or combination of items, unless doing so is precluded by a restrictive limitation in the RFP or the proposal;

E. award a single contract as a result of this RFP;

F. reject a proposal as non-responsive if the prices proposed are materially unbalanced between line items or sub-line items. A proposal is materially unbalanced when it is based on prices significantly less than prices for some items and prices which are significantly overstated in relation to prices for other items, and if there is a reasonable doubt that the proposal will result in the lowest overall price to Battelle even though it may be the lowest evaluated proposal, or if it is so unbalanced as to be tantamount to allowing an advance payment;

G. conduct site visits to the home or field offices of Offerors determined to be in the competitive range (Offerors will be notified with the date and time of arrival, an outline of the duration of the visit and any assistant/information required);

H. require oral presentations from any or all Offerors, determined to be in the competitive range

(Offerors will be notified of the time and place for such presentation);

I. request oral and/or written discussions;

J. determine a competitive range, including all proposals that are judged to have a reasonable chance of being selected for award, and negotiate with all Offerors within it. (In the event a competitive range is determined, it will be based solely on Battelle's judgment, and Best and

Final Offers will be requested at the conclusion of negotiations);

K. negotiate only with a single Offeror to further reduce the price paid if, in the judgment of

Battelle after a review of the technical and price proposals, only one Offeror has a reasonable chance of being selected for award;

L. re-solicit this requirement.

4. INQUIRIES AND SUBMISSION OF PROPOSALS

All inquiries and submission of proposals shall be submitted in writing to Samantha Ernst

(reference RFP No. 843396) at Samantha.Ernst@pnnl.gov.

Mandatory Pre-Proposal Conference Information: A MANDATORY Virtual Pre-Proposal Conference will take place on December 20, 2024 at 10:00am Pacific Time. This virtual meeting will take place via Microsoft Teams and can be accessed as follows:

Link - https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTg0YmNiYzAtMWU2Ny00YzE1LWE1NzktYjYzZTM4NDk0ODY4%4

0thread.v2/0?context=%7b%22Tid%22%3a%22d6faa5f9-0ae2-4033-8c01-

30048a38deeb%22%2c%22Oid%22%3a%22f8855f5d-c069-4439-8d7f-

51c7c0376d6a%22%7d

Meeting ID - 252 325 154 99

Passcode - xV6iN3nv

Phone Number – (509) 408-1681

Conference ID - 120 274 16#

NOTE – Any questions should be submitted to the Contracts Specialist, in writing, at the conclusion of the meeting, or at any time during the meeting. Responses to all pertinent questions will be furnished to all Offerors by the Contracts Specialist. Any changes resulting from the questions will be incorporated into the RFP via written amendment.

Failure to attend the Pre-Proposal Conference will deem the Offeror non-responsive.

Questions: Should Offeror have questions on the RFP, they must be presented to the Contracts

Specialist, in writing, by the Questions Due Date and Time provided on Page 1. Questions received late may not be answered. If applicable, the Questions should reference specific item details. The

Questions and Battelle's Answers will be transmitted in writing to all Offerors. Anticipated response to questions/clarifications will be posted approximately 1 week following the question due date.

Intent to Propose: Offeror’s are asked and encouraged to complete the Notification of Intent to

Propose form (Attachment 6) and submit it to the Contracts Specialist on or before the Intent to

Propose Due Date and Time provided on Page 1.

mailto:Samantha.Ernst@pnnl.gov https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTg0YmNiYzAtMWU2Ny00YzE1LWE1NzktYjYzZTM4NDk0ODY4%40thread.v2/0?context=%7b%22Tid%22%3a%22d6faa5f9-0ae2-4033-8c01-30048a38deeb%22%2c%22Oid%22%3a%22f8855f5d-c069-4439-8d7f-51c7c0376d6a%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTg0YmNiYzAtMWU2Ny00YzE1LWE1NzktYjYzZTM4NDk0ODY4%40thread.v2/0?context=%7b%22Tid%22%3a%22d6faa5f9-0ae2-4033-8c01-30048a38deeb%22%2c%22Oid%22%3a%22f8855f5d-c069-4439-8d7f-51c7c0376d6a%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTg0YmNiYzAtMWU2Ny00YzE1LWE1NzktYjYzZTM4NDk0ODY4%40thread.v2/0?context=%7b%22Tid%22%3a%22d6faa5f9-0ae2-4033-8c01-30048a38deeb%22%2c%22Oid%22%3a%22f8855f5d-c069-4439-8d7f-51c7c0376d6a%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTg0YmNiYzAtMWU2Ny00YzE1LWE1NzktYjYzZTM4NDk0ODY4%40thread.v2/0?context=%7b%22Tid%22%3a%22d6faa5f9-0ae2-4033-8c01-30048a38deeb%22%2c%22Oid%22%3a%22f8855f5d-c069-4439-8d7f-51c7c0376d6a%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTg0YmNiYzAtMWU2Ny00YzE1LWE1NzktYjYzZTM4NDk0ODY4%40thread.v2/0?context=%7b%22Tid%22%3a%22d6faa5f9-0ae2-4033-8c01-30048a38deeb%22%2c%22Oid%22%3a%22f8855f5d-c069-4439-8d7f-51c7c0376d6a%22%7d

Submission of Proposal: Proposals are to be prepared and submitted in accordance with instructions outlined in this RFP and contained in the Proposal Submission Requirements

(Attachment 4) and are due by the Proposal Due Date and time provided on Page 1 of this RFP.

Proposals are preferred to be submitted via email to Samantha.Ernst@pnnl.gov with a subject line that includes the words "RFP 843396 Proposal".

False Statements in Proposal: Offerors shall provide full, accurate and complete information as required by this RFP and its attachments. The penalty for making false statements in proposals is prescribed in 18 USC 1001.

5. EVALUATION CRITERIA

To ensure the highest quality proposals and system, a Two-Step Source Selection process for the selection and award of the HTP-APP system will be used. Each proposal submitted will be evaluated in accordance with the established Evaluation Criteria (Attachment 5).

6. ADDITIONAL INSTRUCTIONS/INFORMATION FOR OFFEROR

In addition to the requirements outlined herein, the Solicitation Provisions, Form A-609-SP, dated

November 2014, apply to this RFP and are available at https://www.pnnl.gov/contracts/contractdocuments.aspx.

Proposal Validity Period: Unless otherwise stated in Offeror's proposal, the proposal validity period is 280 days from receipt of proposal.

Amendments to RFPs:

1. If this RFP is amended, then all terms and conditions which are not modified remain unchanged.

2. Offerors shall acknowledge receipt of any amendment to this RFP in their initial proposal submission.

Information on Bid Guarantee:

• The Offeror shall furnish a bid guarantee in the form of a firm commitment (e.g., bid bond supported by good and sufficient surety or sureties acceptable to Battelle, postal money order, certified check, cashier’s check, or irrevocable letter of credit). Battelle will return bid guarantees, other than bid bonds— (1) to unsuccessful Offeror as soon as practicable after the opening of proposals; and (2) to the successful Offeror upon execution of Contractual documents and bonds (including any necessary coinsurance or reinsurance agreements), as required by the proposal as accepted.

• The amount of the bid guarantee shall be $3,000,000.00.

• Failure to furnish a bid guarantee in the proper form and amount, by the time set for receipt of proposal, may be cause for rejection of the proposal.

• If the successful Offeror, upon acceptance of its proposal by Battelle within the period specified for acceptance, fails to execute all Contractual documents or furnish executed bond(s) within 30 days after receipt of the forms by the Offeror, Battelle may terminate the Contract for default.

• In the event the Contract is terminated for default, the Offeror is liable for any cost of acquiring the Work that exceeds the amount of its proposal, and the bid guarantee is available to offset the difference.

Ombudsman Program: Offeror is hereby notified that issues/concerns relative to this RFP and/or any resulting Contract award that are not resolved by the Contracts Specialist identified herein shall be resolved through Battelle's Ombudsman Program by email at acquisitionombudsman@pnnl.gov. Any issue/concern shall be submitted, in writing, no later than

15 calendar days after Contract award to be considered for review.

mailto:Samantha.Ernst@pnnl.gov https://www.pnnl.gov/contracts/contractdocuments.aspx mailto:acquisitionombudsman@pnnl.gov

PNNL Vendor Portal Registration: Offeror must have an approved registration in the PNNL Vendor

Portal to be awarded a Contract with PNNL. The successful Offeror will receive an invitation (sent from PNNL@jaggaer.com or support@sciquest.com) to register in the portal during the contracting award process, and no action is required before the invitation is sent. The Contracts Specialist for this RFP can be contacted if any assistance is needed with registering in the PNNL Vendor Portal

Banking Information: The successful Offeror will provide banking information through the PNNL

Vendor Portal to set up the payment process. Offerors shall not include banking information in any part of their proposal/submittal(s).

7. FUNDING

Funding is not fully obligated for this action. However, Contract award is subject to availability of funds at the time of award and will contain a Limitation of Funds clause.

8. REQUEST FOR PROPOSAL ATTACHMENTS

• Draft Contract (Provided Below)

• Attachment 1 – Performance Specification Rev. 2

• Attachment 2 – General Requirements Rev. 1

• Attachment 3 – Conceptual Design Report

• Attachment 4 – Proposal Submission Requirements

• Attachment 5 – Evaluation Criteria

• Attachment 6 – Notification of Intent to Propose

• Attachment 7 – Price Proposal and Milestone Worksheet

• Attachment 8 – Representations and Certifications

• Attachment 9 - Supplement to the General Provisions

• Attachment 10 - PNNL Onsite Work Hazard Form mailto:PNNL@jaggaer.com mailto:support@sciquest.com

DRAFT CONTRACT

BATTELLE MEMORIAL INSTITUTE, PACIFIC NORTHWEST DIVISION'S

CONTRACT NUMBER TBD

Microbial Molecular Phenotyping Capability (M2PC)

High-Throughput Automated Phenotyping Platform (HTP-APP)

Issued By:

Battelle Memorial Institute, Pacific Northwest Division

902 Battelle Boulevard

Richland, WA 99352

Contractor:

TBD

Contracts Specialist:

Name: Samantha Ernst

Telephone Number: 509-375-2529

Email Address: Samantha.Ernst@pnnl.gov

Contractor's Point of Contact:

Name: TBD

Telephone Number: TBD

Email: TBD

Payment Terms: TBD

Contract Type: Firm Fixed Price

Period of Performance: TBD Total Amount of Contract: $TBD (USD)

Current Allotment: $TBD (See Limitation of

Funds Clause)

Submit Invoices and Invoice/Payment Inquiries To ap.invoices@pnnl.gov.

Note: Invoices must list location(s) of service (U.S.: City, State; Foreign: Country).

Award

Battelle hereby awards this Contract to the

Contractor subject to acceptance. The rights and obligations of the parties to this Contract are subject to and governed by this document and any documents attached or incorporated by reference.

Contractor Agreement

Contractor accepts and agrees to furnish and deliver the items and/or perform the services to the extent stated in this document for the consideration stated in this Contract. The rights and obligations of the parties to this Contract are subject to and governed by this document and any documents attached or incorporated by reference.

Battelle Memorial Institute, Pacific Northwest Division

Contractor shall sign and return a copy of this document

Signature of person authorized to sign

DRAFT

Signature of person authorized to sign

Name

Name

Title

Title

Date

Date

Note: Captions in this document and in Battelle's General Provisions are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

mailto:Samantha.Ernst@pnnl.gov mailto:ap.invoices@pnnl.gov

1. SCOPE AND PRICING

Scope: Contractor agrees to provide the scope of design, fabrication, and delivery of a fully functional High-Throughput Automated Phenotyping Platform (HTP-APP) as outlined in the attached

Performance Specification and General Requirements for this Contract (hereinafter referred to as

"Contract").

Supplies or Services and Prices

Item

No.

Material/Description QTY UOM

Completion

Date

Firm Fixed

Price ($US)

1 High-Throughput

Automated Phenotyping

Platform (HTP-APP)

1.00 EA TBD $47,000,000.00

The Contractor represents that the HTP-APP system listed above conforms to both 1) the system detailed in the Contractor’s proposal to Battelle in response to RFP 843396 and 2) the requirements and specifications detailed in the attached Performance Specification (Attachment 1) and General

Requirements (Attachment 2).

Milestone Payments: The following table contains the Milestones/Tasks to be completed and the associated payment amounts. The associated milestone payments will be processed once the milestones are determined by Battelle to be met and/or completed tasks/deliverables are accepted by Battelle and in accordance with the Payment Terms in the Contract.

Milestone # Milestone Description Anticipated

Completion

Payment

Amount

1 TBD TBD $TBD

2 TBD TBD $TBD

3 TBD TBD $TBD

4 TBD TBD $TBD

5 TBD TBD $TBD

6 TBD TBD $TBD

7 TBD TBD $TBD

8 TBD TBD $TBD

9 TBD TBD $TBD

10 TBD TBD $TBD

… TBD TBD $TBD

Final KPP Verification TBD $4,700,000.00

Total: $47,000,000.00

Set Contract Price and Funding Profile: The price of this firm fixed price action is set at

$47,000,000.00 to design, fabricate, and deliver a fully functional HTP-APP that meets the capabilities described in the Performance Specification (Attachment 1) and the General

Requirements (Attachment 2). This contract will be incrementally funded and includes milestone payments. The anticipated funding profile for this contract is as follows and is subject to change:

Period Estimated Funding

FY 2025 $2,000,000

FY 2026 $15,000,000

FY 2027 $25,000,000

FY 2028 $5,000,000

FY 2029 -

Total $47,000,000

Limitation of Funds:

(a) Of the total fixed price of $47,000,000.00, maximum funding of $TBD is presently available for payment and allotted to this contract for the milestones identified below and in accordance with the activities required by the Milestone Payment Schedule. The Contractor shall not exceed this maximum funding limitation, unless the Contract Specialist provides prior approval, in writing.

The Contractor’s obligation for performance of this contract beyond $TBD is contingent upon the availability of appropriated funds. It is anticipated that from time-to-time additional funds will be allocated to the contract and Milestones, in their entirety, will be funded as funds become available, until the total price of the contract is allotted.

Milestone # Milestone Description Payment

Amount

Current

Allotment*

1 TBD $TBD $TBD

2 TBD $TBD $TBD

3 TBD $TBD $TBD

4 TBD $TBD $TBD

5 TBD $TBD $TBD

6 TBD $TBD $TBD

7 TBD $TBD $TBD

8 TBD $TBD $TBD

9 TBD $TBD $TBD

10 TBD $TBD $TBD

… TBD $TBD $TBD

Final KPP Verification $4,700,000.00 $TBD

Total: $47,000,000.00 $TBD

*Milestones will be funded in their entirety and will not be partially or incrementally funded.

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph

(a) of this clause up to the point at which, if this contract is terminated pursuant to the

Termination for Convenience clause of this contract, the total amount payable by Battelle

(including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. Battelle is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience clause notwithstanding.

(c) If additional funds become available and Battelle still has a need for the services in the

Contract, Battelle will allot funds periodically to fund additional milestone(s), the Contractor will continue performance and will complete the specified milestone(s) for the additional funds allotted, and the Government will pay the Contractor based on the fixed price of the milestone(s). The Government will not pay the Contractor based on the costs the Contractor incurs in performing the work.

(d) The Contractor agrees to provide the specified and fixed amount of work for the fixed price milestone identified in paragraph (a) provided Battelle provides the funding per or earlier than the funding profile contained in the Set Contract Price and Funding Profile clause. At any time, the cumulative amount of funds allotted is the fixed price for the cumulative milestones identified with the funds.

(e) For each milestone

1) The fixed price is not subject to any adjustment on the basis of the Contractor’s cost experience.

2) The contract places the maximum risk and full responsibility on the Contractor for all costs and resulting profit or loss; and

3) If Battelle meets the entire Funding Profile schedule,

i. The cumulative amount of funds allotted for the milestones will equal the contract’s fixed price and

ii. The Contractor shall provide the entire scope of work the contract requires.

(f) If during the course of this contract Battelle is allotting funds per or earlier than the Funding

Profile schedule, this contract to that point will be considered a simple fixed-price contract for regardless of the rate at which the Contractor is, or is not, earning amounts payable, and

Battelle and the Contractor’s obligations under the contract will be as if the contract were both fixed price and fully funded at time of contract execution, that is, the Contractor agrees that: it will perform the work of the contract; and neither the fixed-price for the contract nor any other term or condition of the contract will be affected due to the contract being incrementally funded.

(g) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable Milestones to be covered by these funds. The provisions of paragraph (b) of this clause shall apply to these additional allotted funds and the contract shall be modified accordingly.

(h) Battelle may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(i) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of Battelle under the default clause of this contract. The provisions of this Limitation of

Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a). This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(j) Nothing in this clause shall affect the right of Battelle to terminate this contract pursuant to the

Termination for Convenience of Battelle clause of this contract.

Options: The options below may be exercised at the sole discretion of Battelle. Battelle, by written modification, shall have the unilateral ability to exercise the priced options. Additionally, for exercised options, payments will be made after final KPP verification and site acceptance testing in

Richland, WA.

• Optional Stretch Goal 1 -- The firm-fixed-price for this Option is $TBD (if applicable)

• Optional Stretch Goal 2 -- The firm-fixed-price for this Option is $TBD (if applicable)

• Optional Stretch Goal 3 -- The firm-fixed-price for this Option is $TBD (if applicable)

• Optional Stretch Goal 4 -- The firm-fixed-price for this Option is $TBD (if applicable)

Currency: The currency of this Contract is U.S. Dollars with the amount fixed for the term of the

Contract.

2. PERIOD OF PERFORMANCE/DELIVERY

Period of Performance: The period of performance will be in accordance with Page 1 of this

Contract.

Performance Schedule: Contractor shall provide a performance schedule identifying major production milestones and deliverables to accomplish the requirements of this Contract. Contractor shall provide written, electronic status reports in accordance with the attached General

Requirements. If at any time the Contractor has reason to believe that a production milestone or delivery date may not be met, Contractor shall immediately notify the Battelle Contracts Specialist in writing, outlining the milestone or delivery date in jeopardy, the reasons, and steps the

Contractor will take to recover the schedule in order to meet delivery requirements.

3. CONTRACTUAL REQUIREMENTS/INFORMATION

Shipping Instructions: HTP-APP equipment/items shall be shipped to Richland, WA – Battelle Site;

all shipping charges shall be included in Contractor’s total price. Contractor is responsible for proper packaging, marking and labeling to prevent deterioration, damage or loss of products in transit. In accordance with the Title and Risk clause of the Supplement to the General Provisions, Contractor is responsible for and shall retain title and risk of loss of all equipment/items until formal acceptance (upon final KPP verification) of the HTP-APP system by Battelle has been made.

Insurance: As required in the referenced General Provisions, the Contractor must provide a valid insurance certificate prior to any work performed on-site.

Intellectual Escrow: Contractor shall obtain and bear the costs of a software source code escrow account in which it shall place copies of the computer source code developed to meet the diligence requirements detailed in the attached Performance Specification and General Requirements for this contract, including all subsequent versions and future improvements. Battelle shall have the right to access and use such source code in the event Contractor refuses to perform a follow-on agreement for software support/maintenance or is unable to continue normal business operations after termination or expiration of this Contract and can no longer provide software support/maintenance. This escrow account and its associated contents must be maintained and available to Battelle for a period of three years after the termination or expiration of the Contract

(the “Escrow Period”). If Battelle obtains access to the source code pursuant to this Section, Battelle shall have a license to use the Source Code in accordance with the terms of this Contract for the remaining time in the Escrow Period. At the end of such period, Battelle shall destroy the

Source Code. Contractor shall ensure that Battelle is granted access rights in any applicable escrow service agreement and shall provide Battelle with evidence of Battelle's access rights within fifteen

(15) days of Battelle 's request.

Payment and Performance Bonds: Payment and Performance bonds, as well as Bid Bonds are required for this contract. “Original contract price” means the award price of the fixed price contract. Original contract price does not include the price of any options, except those options exercised at the time of contract award. Fully executed Payment and Performance bonds must be received within 30 days of contract award.

- Performance Bonds - Unless Battelle determines that a lesser amount is adequate for the protection of the Laboratory and the Government, the penal amount of performance bonds must equal:

• 100 percent of the original contract price; and

• If the contract price increases, an additional amount equal to 100 percent of the increase.

- Payment Bonds - Unless Battelle makes a written determination supported by specific findings that a payment bond in this amount is impractical, the amount of the payment bond must equal:

• 100 percent of the original contract price; and

• If the contract price increases, an additional amount equal to 100 percent of the increase.

• The amount of the payment bond must be no less than the amount of the performance bond.

- Additional Bond Security - The Contractor shall promptly furnish additional security required to protect Battelle and persons supplying labor or materials under this contract if –

• Any surety upon any bond furnished with this contract becomes unacceptable to

Battelle;

• Any surety fails to furnish reports on its financial condition as required by Battelle; or

• The contract price is increased so that the penal sum of any bond becomes inadequate in the opinion of Battelle.

Drawing Review (cl QA-182 - July 2019)

Contractor shall deliver an electronic copy of design drawings and specifications within thirty calendar days from (or as identified in the statement of work or specification) the Contract's date for Battelle's review. All such documents shall be approved by Contractor's designated engineering representative and contain all details necessary for Battelle's complete analysis of Contractor's design and its compliance with contract requirements.

Unless otherwise specified, Contractor shall provide all documents required by this contract to the

Battelle Contracts Representative on or before the required due date for each contract deliverable.

Battelle shall have the right to reject, as not in conformity with the requirements of this contract, any supplies or services for which all required reports, procedures, or certifications are not delivered.

As-Built Drawings (cl QA-184 - July 2019)

Prior to submission of its final payment invoice, the Contractor shall deliver to Battelle a revised electronic copy (or number of copies identified in the statement of work or specification) of all

Battelle furnished or Contractor generated design drawings and specifications necessary to depict accurately all delivered supplies; provided, however, that if the supplies delivered conform exactly to all such design drawings and specifications, the Contractor shall instead so certify in writing.

Such certification shall clearly specify all applicable design drawings and specifications (redline drawings are not acceptable).

Unless otherwise specified, Contractor shall provide all documents required by this contract to the

Battelle Contracts Representative on or before the required due date for each contract deliverable.

Battelle shall have the right to reject, as not in conformity with the requirements of this contract, any supplies or services for which all required reports, procedures, or certifications are not delivered.

Software (cl QA-197 - May 2014)

The Contractor shall conform to and have a software development and control program, as defined in the Performance Specification. The Contractor shall provide manuals and procedures that implement the defined requirements and evidence of implementation.

Unless otherwise specified, Contractor shall provide all documents required by this contract to the

Battelle Contracts Representative on or before the required due date for each contract deliverable.

Battelle shall have the right to reject, as not in conformity with the requirements of this contract, any supplies or services for which all required reports, procedures, or certifications are not delivered.

Pre-Award Evaluation Requirement: A pre-award evaluation of the Contractor's documented program/system including the Contractor's capability to deliver the technical and quality assurance service required by Battelle will be conducted.

Contractor Nonconformance Report (cl 360 - November 2014)

Contractor is required to report to the Battelle Contracts Representative any nonconformance or deviation from Battelle's technical requirements. To comply with the reporting requirements the

Contractor shall complete Battelle's Contractor Nonconformance Report (CNCR) which is available at https://www.pnnl.gov/contracts/Forms.aspx?area=Procurement. The completed CNCR shall be submitted by the Contractor to the Battelle Contracts Representative to request Battelle to accept a deliverable not meeting all of Battelle's technical requirements. The decision whether to accept or reject such a request shall be within Battelle's sole discretion, and the Contractor shall not proceed in accordance with the requested deviation or present for inspection or acceptance any product produced in accordance with such deviation, unless and until Battelle's written approval on the

CNCR is received by the Contractor.

Battelle's rights and remedies provided in this clause are in addition to any and all other rights and remedies that Battelle may have under Federal or State law.

Electrical Equipment for Measurement, Control, and Laboratory Use Clause (cl QA-159 - September

2023)

The following equipment designed and manufactured for laboratory use at the Pacific Northwest

National Laboratory (PNNL) must be approved by PNNL's Electrical Authority Having Jurisdiction

(AHJ):

a. Electrical test and measurement equipment

This is equipment which by electrical means tests, measures, indicates or records one or more electrical or non-electrical quantities; also includes non-measuring equipment such as signal generators, measurement standards, power supplies, transducers, transmitters, etc.

b. Electrical control equipment

This is equipment which controls one or more output quantities to specific values, with each value determined by manual setting, by local or remote programming, or by one or more input variables.

c. Electrical laboratory equipment

This is equipment which measures, indicates, monitors or analyses substances, or is used to prepare materials, and includes in vitro diagnostic (IVD) equipment.

d. Accessories intended for use with the above (e.g. sample handling equipment).

If any of the above equipment required to be listed and labeled by an OSHA recognized Nationally

Recognized Testing Laboratory (NRTL), is not approved or provided a NRTL marking b the electrical equipment will be subject to inspection by either a third party evaluation body or PNNL's Electrical

Authority Having Jurisdiction (AHJ) to verify the equipment design and construction meets or exceeds the requirements in the applicable standard such as but not limited to UL 61010-1 or any equivalent safety standard used by an approved NRTL agency. Failure of the equipment to meet such safety standards is cause for the rejection of the equipment. Inspection against an approved standard includes but is not limited to the following:

a. General electrical safety

b. Marking and documentation

c. Protection against electric shock

d. Protection against mechanical hazards https://www.pnnl.gov/contracts/Forms.aspx?area=Procurement

e. Protection against the spread of fire

f. Equipment temperature limits and resistance to heat

g. Protection against hazards from fluids

h. Protection against radiation, including laser source

i. Protection against liberated gas, explosion, and implosion

j. Suitability for the environment to be installed

k. Properly rated for the intended use

Environment, Safety, and Health Requirements - PNNL Work Sites (AHA) (cl3113a - Dec 2023)

1. In performing any work under this contract on property or facilities owned or controlled by

Battelle that are identified as PNNL Work Sites (hereinafter "onsite"), the Contractor shall comply with all applicable federal, state and local environment, safety, and health laws and regulations. The Contractor shall also comply with 10 CFR 851, DOE Worker Safety and

Health Program, and DEAR 970.5223-1, Integration of Environment, Safety and Health

(ES&H) into Work Planning and Execution (Dec. 2000). In order to comply with the requirements of 10 CFR 851 and DEAR 970.5223-1, the Contractor shall be guided by the principles set forth below.

2. The Contractor shall perform work safely and in a manner that ensures adequate protection for employees, the public, and the environment, and shall be accountable for the safe performance of work. The Contractor shall exercise a degree of care commensurate with the work and the associated hazards. The Contractor shall ensure that management of ES&H functions and activities becomes an integral but visible part of the Contractor's work planning and execution processes. The Contractor shall, in the performance of work, ensure that-

• Line management is responsible for the protection of employees, public, and the environment. Line management includes those contractor and subcontractor employees managing and supervising employees performing work.

• Clear and unambiguous lines of authority and responsibility for ensuring (ES&H) are established and maintained at all organizational levels.

• Personnel possess the experience, knowledge, skills, and abilities that are necessary to discharge their responsibilities, and shall retain records respecting such competency and qualifications, making them available upon request.

• Resources are effectively allocated to address ES&H, programmatic, and operational considerations. Protecting employees, the public, and the environment is a priority whenever activities are planned and performed.

• Before work is performed, the associated hazards are evaluated and a set of ES&H standards and requirements are established which, if properly implemented, provide adequate assurance that employees, the public, and the environment are protected from adverse consequences.

• Administrative and engineering controls to prevent and mitigate hazards are tailored to the work being performed and associated hazards. Emphasis should be on designing the work and/or controls to reduce or eliminate the hazards and to prevent accidents and unplanned releases and exposures.

3. The Contractor, relative to the Statement of Work and contract specifications, shall be able to demonstrate through documentation and work practices that its performance of work under this contract -

• Fulfilled the scope of work as outlined in this contract

• Identified and analyzed specific, task-level hazards associated with the work

• Developed and implemented hazard controls related to the hazards

• Allowed the performance of work within the controls

• Provided feedback to Battelle and Contractor employees on adequacy of hazard controls

4. The Contractor shall work in accordance with a DOE-approved Worker Safety and Health

Program (also referred to in the DEAR as a Safety Management Plan) as described below:

• The Contractor shall demonstrate well-established safety protocols applicable to the scope of work and consistent with the required elements stated in this clause. Prior to the initiation of any onsite work, the Contractor shall either-o Accept and incorporate Battelle's PNNL Contractor Environment Safety and Health

(CES&H) Manual as its own. The Battelle Contracts Representative can provide a hard copy of the manual upon request. In those cases where the Contractor's onsite activities are limited to an office or meeting environment, with no additional or unusual hazards, the CES&H Manual requirements can be met through review of the PNNL

Facility Access Guide. Both the CES&H Manual and the PNNL Facility Access Guide are available on-line at https://www.pnnl.gov/contracts/Forms.aspx?area=Procurement.

o Submit its own 10 CFR 851 and DEAR 970.5223-1 compliant Worker Safety and Health

Program (WSHP) document to the Battelle Contracts Representative. The Battelle

Contracts Representative will coordinate the review and approval of the program document by DOE. The Contractor will be notified by the Battelle Contracts

Representative of the program document's approval by DOE. Acceptance of the

Contractor's program document will be at the sole discretion of DOE.

• The Contractor will be provided a completed Acquisition Hazard Assessment (AHA) checklist or Lab Assist Activity by the Battelle Technical Oversight Representative prior to initiation of Contractor's onsite work. The AHA or Lab Assist Activity incorporates elements of effective job planning. Elements include identifying: the scope of work to be performed; potential hazards to Battelle and Contractor staff, the public and environment created by the work performed; hazard control methods and mitigation; and mechanisms to evaluate the adequacy of those controls. The AHA or Lab Assist Activity is a key control process in the safe conduct of work at Battelle. The Contractor is expected to possess the completed AHA or Lab Assist Activity in order to access Battelle property or facilities and initiate work.

5. The Contractor shall perform the following additional hazard identification tasks consistent with an approved WSHP:

• The Contractor shall be responsible for identifying all potential occupational exposures that its employees and the employees of its lower-tier subcontractors will be exposed to while performing any work under this contract.

• The Contractor shall assure that its employees and those of any lower-tiered subcontractor are medically qualified to perform work associated with any potential occupational exposures that have been identified. Medical qualification and medical surveillance programs are the sole responsibility of the Contractor. In addition, the

Contractor is responsible for maintaining any records associated with the administration of these programs.

• For each of its employees and each of its lower-tier subcontract employees that the

Contractor has identified as having potential occupational exposures that require enrollment in a medical surveillance or medical qualification program, the Contractor shall provide its Occupational Medical provider with the following information:

o Current information about actual or potential work-related site hazards (chemical, radiological, physical, biological, or ergonomic);

o Employee job-task and hazard analysis information, including essential job functions;

https://www.pnnl.gov/contracts/Forms.aspx?area=Procurement o Actual or potential work-site exposures of each employee; and o Personnel actions resulting in a change of job functions such that a change of hazards, or exposures results.

• For each of its employees and each of its lower-tier subcontract employees, a copy of the exposure information provided to the Contractor's occupational medical provider shall be submitted to the Battelle Contracts Representative and approved by Battelle before any of these employees begin work under this contract.

6. The Contractor shall notify the Battelle Contracts Representative immediately of any OSHA-recordable injuries/illnesses, any "off-normal occurrences," or Government property damaged, that the Contractor determines to have occurred in the course of operations onsite and shall furnish such further information as the Battelle Contracts Representative may require. An "off-normal occurrence" is any unplanned or unexpected event, including near misses, or the discovery of a deficiency in a procedure, plan, or system that has real or potentially undesirable consequences to personnel, equipment, facilities, the environment, and/or programs.

7. The Contractor's onsite ES&H activities will be subject to review by the Technical Oversight

Representative of this contract. Other representatives of Battelle may conduct periodic inspections of the Contractor's equipment, work and storage areas for compliance with the applicable ES&H requirements. The Battelle Contracts Representative will notify the

Contractor by a written Notice of Non-compliance of any observed non-compliance with applicable ES&H requirements. The Contractor shall immediately take appropriate corrective action. The Contractor shall advise the Battelle Contracts Representative, in writing, within five (5) working days of the corrective action taken on any safety non-compliance noted on the written Notice of Non-compliance. If the Contractor fails or refuses to correct the safety non-compliance, Battelle may perform, or cause to be performed, the necessary corrective work and unilaterally charge the Contractor for the cost thereof. Such charges will be deducted from payments otherwise due the Contractor under this contract.

8. The Contractor shall promptly evaluate and resolve any non-compliance with applicable ES&H requirements. If the Contractor fails to provide resolution or if, at any time, the Contractor's acts or failure to act causes substantial harm or an imminent danger to the environment, or health and safety of employees or the public, the Battelle Contracts Representative may issue an order stopping work in whole or in part and the Contractor shall be liable for the delay and any costs thereby incurred. Any stop-work order issued by Battelle under this clause (or issued by the Contractor to a subcontractor in accordance with this clause) shall be without prejudice to any other legal or contractual rights of Battelle. In the event that the Battelle

Contracts Representative issues a stop-work order, an order authorizing the resumption of the work may be issued at the discretion of the Battelle Contracts Representative. The

Contractor shall not be entitled to an extension of time, or additional cost or fee, or damages by reason of, or in connection with, any work stoppage ordered in accordance with this clause.

9. Employee Concerns Program

• The Contractor, its agents, employees or subcontractors, are entitled to use the Battelle

Employee Concerns Program and Hotline (509) 375-3999. The Hotline operates 24 hours per day, 7 days a week. Messages may be left anonymously, and all concerns are handled with confidentiality to the maximum extent possible. Employee concerns may also be submitted in writing to the Battelle Employee Concerns Office, Battelle, Pacific

Northwest National Laboratory, P.O. Box 999, K1-42, Richland, Washington, 99352, or in person at the Staff Concerns Office, Battelle's Research Operation Building during normal business hours, Monday through Friday 7:30 a.m. to 4:30 p.m.

• For the purpose of this document, allegations, concerns, and complaints are handled in a like manner and are referred to collectively as "employee concerns." A concern can consist of a declaration, statement, or assertion of impropriety or inadequacy on the part of one's employer or others at a DOE Site that has affected (or threatens to affect) aspects of operations, such as the environment, health, safety, quality, or security, and may include fraud, mismanagement, waste, or abuse of authority.

• No retaliation or retribution shall be taken…