Attachment E - Fixed Price Subcontract - Draft.pdf

Oak Ridge National Laboratory Acting under contract DE-AC05-00OR22725 With the U.S. Department of Energy

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

Version 15 Dated 06.22.2026 P a g e 1 | 10

A written Notice to Proceed will be issued by the Procurement Officer upon receipt and approval of AHA with regard to the subject subcontract, Seller shall submit the deliverable noted in red.

This subcontract contains one or more special provisions that are subject to Worker Safety and Health requirements of OSHA 1910 and/or 1926, 10 CFR 850, NFPA 70E, or others as stipulated in the subcontract clause. The Seller must complete an Activity Hazard Analysis (AHA) and submit the completed form to the Technical Oversight Role (TOR) that is named in the subcontract and copied on this correspondence. This form is required prior to work performance. Follow this link https://contracts.ornl.gov/activity-hazard-analysis-aha/ to download the AHA form and to view a guidance document and example of a completed AHA.

Deliverable-Activity Hazard Analysis This notice shall not be interpreted as a replacement for reading and adhering to any subcontract provision. This notice serves to advise you of clauses that require a specific deliverable and/or periodic reporting requirements that are commonly misunderstood and is meant to aid you in successful subcontract performance.

https://contracts.ornl.gov/activity-hazard-analysis-aha/

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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: Mazak FUSE System

Period of Performance Start Date: TBD

Period of Performance End Date: TBD

Subcontract Type: Firm Fixed Price

Total Value: $TBD

Name and Address of Company Ship-To Address

UT-Battelle, LLC c/o Oak Ridge National Laboratory 1 Bethel Valley Road, Building 7120 Oak Ridge, TN 37830-8050 Attention: Purchase Order No. TBD

NOTE: The 10-digit Ariba funding PO number shall be listed on all packages, bill of lading, and invoices.

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Mailing Address

UT-Battelle, LLC c/o Oak Ridge National Laboratory P.O Box 2008 Building 4500N, Mail Stop: 6339 Oak Ridge, TN 37831-6339

Name and Address of Seller / Subcontractor Name: _______________________ Street: _______________________ City/State: ____________________ Attention: ____________________ Phone: _______________________ Email: _______________________

Primary Performance Location: Sellers location with delivery and final acceptance at

ORNL

The product classification for this procurement under the North American Industry Classification System (NAICS) is Code: 333517 – Machine Tool Manufacturing & Size Standard 500 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 Item Description Quantity Unit of Measure

Extended Firm Fixed Price (USD)

1 Mazak FUSE System 1 USD $TBD

FUNDING AUTHORIZATION

a. 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.

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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.

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 15 – no discount.

b. Electronic Funds Transfer (EFT): Electronic Funds Transfer 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.

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 referenced 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 to the following points of contact:

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 OVERSIGHT ROLE

UT-Battelle, LLC c/o Oak Ridge National Laboratory Attention: Ariel Cooley Phone No. (631) 905-66271 E-mail Address: cooleyal@ornl.gov

Technical Direction (June 2026)

Technical direction may be provided by the Company’s staff that hold one of the Technical Oversight Role (TOR) sub-roles. TOR sub-roles include Technical Project Officer, Technical Approver, or Administrative Approver.

(a) Performance under this subcontract is subject to the technical direction of the Company’s TOR, Ariel Cooley. 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 understanding of 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.

(b) Technical direction must be within the scope of work stated in the Agreement. The TOR may not issue, nor shall the Seller accept, 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.

(c) All technical direction must be issued in writing by the TOR.

(d) The Seller shall proceed promptly with the performance consistent with written technical direction issued by the TOR. However, if the Seller believes direction by the TOR falls within one of the categories in (b)(1) through (4) above, the Seller shall not proceed but shall notify the Procurement Officer in writing within 10 working days after receipt of the direction and shall request the Procurement Officer to modify the Agreement accordingly. Within 30 days after receipt of the Seller’s notification, the Procurement Officer shall send a written response either: (1) advising the Seller mailto:cooleyal@ornl.gov

P a g e 6 | 10 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.

COMPANY’S PROCUREMENT OFFICER

UT-Battelle, LLC c/o Oak Ridge National Laboratory Attention: Rian Lewis E-mail Address: lewisgr@ornl.gov

SELLER TECHNICAL PROJECT OFFICER/POINT OF CONTACT

[Company Name] Attention:

Phone No. ( ) - E-mail Address:

SELLER SUBCONTRACT REPRESENTATIVE/POINT OF CONTACT

[Company Name] Attention:

Phone No. ( ) - E-mail Address:

6. GENERAL PROVISIONS

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.

Standard Government Forms All Standard government forms (SF) referenced herein are available at the U.S. General Services Administration website:

http://www.gsa.gov/forms.

Subcontract Terms and Conditions The terms and conditions governing this Subcontract are available at:

https://contracts.ornl.gov/terms-and-conditions/.

The following terms apply under the Terms and Conditions tab:

mailto:lewisgr@ornl.gov http://www.gsa.gov/forms https://contracts.ornl.gov/terms-and-conditions/

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a. Terms and Conditions – Commercial Products and Services – BSD-CS-2146 (09/30/2026)

b. UT-Battelle Prime Supplemental Flowdown Document Additional Terms and Conditions for Subcontracts/Purchase Orders under Prime Contract No. DE-AC05-00OR22725 –

BSD-CS-2258 (09/30/2026)

Employee Notice Requirements 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.

Representations and Certifications Any Representations and Certifications submitted by the Seller in connection with the Subcontract are incorporated by reference.

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

7. SPECIAL PROVISIONS

The following exhibits are incorporated into this agreement and can be found in their entirety at https://contracts.ornl.gov/documents-index/.

• Exhibit 17, Rights to Proposal Data (Technical) (10/13/2025)

• Electrical - Post Receipt Field Evaluation (July 22, 2019):

For electrical equipment, assemblies or items that are not NRTL listed or field evaluated by an OSHA Recognized NRTL (https://www.osha.gov/dts/otpca/nrtl/), the Seller shall provide documentation to assist the Company with safety inspections and evaluations of the equipment, assembly or item.

Documentation shall be submitted with the equipment and shall include the following:

Schematics and/or elementary diagrams.

Wiring diagrams, if applicable.

Detailed results of factory tests. Certificates of compliance or conformity alone are not acceptable.

Operating instructions.

The Company will use the submitted information to conduct a post-receipt safety evaluation of the equipment, assembly or item against appropriate code(s) and standard(s). The Company may reject the equipment, assembly or item if the Company concludes that it does not satisfy requirements of the applicable code(s) or standard(s).

• Electrical - Accessible/Exposed Electrical Hazards (July 22, 2019):

https://contracts.ornl.gov/special-articles-and-forms/ https://contracts.ornl.gov/documents-index/ https://www.osha.gov/dts/otpca/nrtl/

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Seller must submit completed AHA form https://contracts.ornl.gov/activity-hazard-analysis-aha/ The Seller shall perform service and maintenance activities employing work practices required for electrical safety by the Occupational Safety and Health Administration (OSHA) in 29 CFR 1910 Subpart S, 29 CFR 1926 Subpart K, and NFPA 70E, Standard for Electrical Safety in the Workplace 2015 Edition.

Maintenance, testing, startup, and repair activities involving the potential for contact with exposed energized electrical circuits or parts shall be performed with the equipment de-energized unless this is infeasible because of diagnostic or operational limitations. To control potential electrical hazards, system components shall be disconnected from their electric energy source(s), with the disconnecting means (power cord and plug, safety switch, etc.) under the control of the service Seller. All stored electrical energy which might endanger personnel through contact (high amperage batteries, capacitors and high capacitance elements, high energy electromagnets, etc.) shall be discharged or safely isolated from the circuit.

Prior to working on or near any energized parts, Seller shall, via the Technical Project Officer (TPO), obtain approval from the Company’s applicable Level II Manager prior to performing the proposed activities. The TPO has responsibility for providing the Subcontractor with approval prior to working on or near any energized part. The TPO responsibility includes ensuring a pre- job dialogue on job hazards and controls between the service subcontractor and TPO and/or Company electrical SME.

• Physical Hazard – Hoisting & Rigging/Cranes (July 22, 2019):

Seller must submit completed AHA form https://contracts.ornl.gov/activity-hazard-analysis-aha/ The Seller shall comply with the requirements of DOE-STD-1090-2020. Seller shall submit a lift plan to the TPO and receive approval of the plan prior to performing hoisting and rigging activities.

• Physical Hazard – Lockout/Tagout (July 22, 2019):

Seller must submit completed AHA form https://contracts.ornl.gov/activity-hazard-analysis-aha/ Control of hazardous energy sources that require lockout/tagout will be managed (i.e., identified, assessed, and controlled) by the Company. The Seller is required to follow OSHA (as applicable through 10 CFR 851.23) and NFPA 70E requirements for hazardous energy control which require the Seller to establish a written hazardous energy control process and train employees. These requirements also apply to a single source of hazardous energy.

Seller shall comply with the requirements of 29 CFR 1910.147 for servicing and maintenance when the unexpected energization or release of stored energy could cause injury. Work requiring the control of sources of hazardous energy shall follow the applicable OSHA and NFPA requirements, e.g. 29 CFR 1910.147, 1910.269, 1910.333 and NFPA 70E. Planned work involving forms/sources of hazardous energy, e.g.

electrical, pneumatic, hydraulic, mechanical, etc. shall be addressed by a procedure that specifies how those forms of hazardous energy will be properly controlled by lockout/tagout (LO/TO).

https://contracts.ornl.gov/activity-hazard-analysis-aha/ https://contracts.ornl.gov/activity-hazard-analysis-aha/ https://contracts.ornl.gov/activity-hazard-analysis-aha/ https://contracts.ornl.gov/activity-hazard-analysis-aha/

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Prior to beginning work, the following requirement(s) shall be observed by Seller (as applicable to the task):

Lockout/Tagout required by an outage of a portion of the [external] electrical distribution system shall be coordinated by ORNL Utilities.

Lockout of any permanently wired component, equipment, or system served by a facility's internal distribution system must be coordinated with the Technical Project Officer or their designated representative. The need to de-energize a disconnect switch or circuit breaker is a typical example of this. Note: This requirement does not apply to equipment that is supplied exclusively by flexible cord and plug that is under the exclusive control of the employee performing work.

Method for verifying zero energy isolation of electrical circuits must be performed in accordance with applicable NFPA 70E requirements (see Electrical section).

• Physical Hazard – Noise (July 22, 2019):

Seller must submit completed AHA form https://contracts.ornl.gov/activity-hazard-analysis-aha/ The Seller shall comply with the program requirements found in 29 CFR 1910.95 Occupational Noise Exposure. The Seller's Hearing Conservation Program shall be made available to the Company upon request.

Seller shall comply with the noise Threshold Limit Value (TLV) in the 2016 edition of American Conference of Governmental Industrial Hygienists (ACGIH) Threshold Limit Values (TLV) and Biological Exposure Indices (BEI) booklet, and shall use the ACGIH 3db exchange rate for monitoring purposes.

Seller is responsible for conducting initial baseline and ongoing exposure monitoring to ensure compliance with the occupation exposure limits.

• Please note that project work associated with this procurement is limited to U.S. persons only.

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8. LIST OF ATTACHMENTS

Attachment

No. Document Title Revision/Date

A Statement of Work - Mazak FUSE System 11/04//2026 B Exhibit-2-Rep-Limited-Rights-Data-Restricted-

Computer-Software-BSD-CS-2005-2025.10.13 xx/xx/xx

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: