Public Surplus: Auction #3864171

1. DEFINITIONS

A) "Seller" shall mean the United States Department of Energy (DOE), acting on its own behalf, and UT-

Battelle LLC, its employees and agents acting pursuant to Contract No. DE-AC05-00OR22725 with

DOE.

B) "Business Days" means Monday through Friday, except for federal or state holidays.

C) "Government" as used herein shall mean the United States of America and includes the U.S. DOE

and any duly authorized representative.

D) "Installation" as used herein shall mean any properties owned by the United States Department of

Energy and operated or occupied by UT-Battelle LLC personnel.

E) "Invitation" the Invitation for Bids issued with respect to the property.

F) "Property" is defined as material, equipment, assets or a possession of any kind, which is owned,

leased, or rented by the government and in the custody of the company, and is the subject of the Sales

Agreement or is described in the Invitation to Bid.

G) "Buyer” means the person or organization that has entered into this Agreement with the company.

H) "Agreement" means this contract, including any Special Conditions, and the General Sale Terms and

Conditions. Any inconsistencies shall be resolved in accordance with the following descending order of

precedence: (1) Special Conditions; and (2) General Sale Terms and Conditions.

2. INSPECTION

Buyer may be invited to inspect the property to be sold prior to submitting bids. Property will be available for inspection at the place and times specified. Seller does not guaranty that Buyer shall have the right to inspect all property and Seller will not be obligated to furnish any labor for such purpose. In no case will failure to inspect constitute grounds for a claim for the withdrawal of a bid after opening, or rescission of this Agreement.

3. CONDITION OF PROPERTY

All property is offered for sale "as is" and "where is" without recourse against the Seller or Government. Unless otherwise provided, neither the Seller nor the Government make any guaranty, warranty, or representation, express or implied, as to quantity, kind, character, quality, weight, size, or description of any of the property, or its fitness for any use or purpose. Except as provided in the conditions or other special conditions of the Agreement, no request by Buyer for adjustment in price or for rescission of the sale will be considered. This is not a sale by sample.

4. CONSIDERATION OF BIDS

Telephonic bids will not be considered. The acceptance of electronic bids via e-mail at SaleBid@ornl.gov is valid only when the Buyer has received a verification of receipt of the bid from the UT-Battelle, LLC Property Management organization.

The Buyer agrees that his/her bid will not be withdrawn for 5 business days following the opening of bidsor such other time as specified and that during such period his/her bid would remain firm and irrevocable. The Seller or Government reserves the right to reject any or all bids, including bids under which a Bidder could take unfair advantage of the Seller, Government or other buyers, to waive any technical defects in bids, and unless otherwise specified by the Seller, Government or by the Buyer, to accept any one item or group of items in the bid, as may be in the best interest of the Government. Unless otherwise provided in the Invitation, a bid covering any listed items must be submitted based on the unit specified for that item and must cover the total number of units designated for that item.

5. FORMS OF BID DEPOSITS AND PAYMENTS

Unless otherwise provided bid deposits (when required) and all payments shall be in U.S. currency or any form of credit instruments other than promissory notes, made payable to UT-Battelle, LLC. If during any prior sale, the Buyer tendered an instrument, which was not paid by the drawee for any reason, and the Buyer was notified in writing by the Seller; UT-Battelle, LLC and Government reserves the right to reject and/or debar the buyer from future sales transactions with UT-Battelle, LLC.

Deposits accompanying bids (when required), which are not accepted, will be refunded to the Bidder.

Deposits of successful Bidders may be applied against the purchase price.

6. BID PRICE DETERMINATION

Unless otherwise noted, bids will be solicited on a quantity/unit of issue basis. Bidder should submit an

applicable bid on the Bid/Award sheet.

7. PAYMENT

The Buyer agrees to pay for property awarded to him/her in accordance with the prices quoted in his/her bid.

Unless otherwise specified by the Seller, payment of the full purchase price must be made prior to the

date specified for removal of any property. The Buyer will in no way be released from full compliance

with the terms and conditions of this Agreement by his resale of the property. Failure to pay within the

specified time will be considered a violation of the contract; and can result in a termination of this

agreement.

8. TITLE

Unless otherwise provided, title to the property sold hereunder shall vest in the Buyer as and when full

payment is received, and property has been loaded on Buyer’s truck..

9. DELIVERY, LOADING AND REMOVAL OF PROPERTY

(a) Unless otherwise provided, the Buyer shall be entitled to obtain property upon full payment to the

Company, with removal of the property being made from the exact place where the property is located

within the installation and by the time specified. Except as otherwise indicated herein, the Buyer must

make and pay for all arrangements necessary for packing, removal, and transportation of property.

Neither UT-Battelle, LLC, nor the Government will act as liaison in any fashion between the Buyer and

carrier, nor will the Seller or Government recommend a specific common carrier. Loading will only be

performed as set forth in the Special Conditions, and unless otherwise provided, loading will not be

performed on Saturdays, Sundays, Company holidays, or any day that the installation where the property is located is closed. The Buyer shall be responsible to block, chock, brace, lash, band, or in any other manner secure the property on such conveyance(s) furnished by the Buyer. Any details regarding removal of the property as may not be provided for herein shall be arranged with the authorized representative of the Seller, which arrangements shall be reduced to writing.

(b) The Buyer will make all arrangements and perform all work necessary to effect removal of the

property. The Buyer shall remove the property at his/her expense within the period of time allowed.

the Invitation arose out of causes beyond the control and without the fault or negligence of the Buyer,

such determination shall be reduced to writing, and a reasonable extension of time for removal shall be

allowed. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and severe weather. If the Buyer is permitted to remove the property after the expiration of the time originally allowed for removal, the Seller, without limiting any other rights which it may have, may require the Buyer to pay a reasonable storage charge for storage on Government or non-Government property, and Buyer shall pay all costs incident to such storing including handling and moving charges. The Buyer shall reimburse the Seller for any damage to Government property caused during the removal operations by the Buyer or his authorized representative including any common carrier. These rights are in addition to the rights specified in Condition 10. Default.

(d) Property will be released only to the Buyer or his authorized representative. The authorized

representative must furnish authorization from the Buyer before any delivery or release of the property

will be made.

(e) Segregation, culling or selection of property for the purpose of affecting partial or increment removals will not be permitted except as specifically authorized and prescribed by the Seller.

(f) Buyer is solely responsible for the packaging, handling, and transportation of any hazardous materials included in this sale. This responsibility includes but is not limited to determining what if any

requirements apply to those materials, such as the Hazardous Material Transportation Act. Buyer shall

indemnify and hold harmless the U. S. Department of Energy, UT-Battelle, LLC, their agents and assigns from any and all liability resulting from Buyer’s packaging, handling, and transportation of the property, including any hazardous materials.

10. DEFAULT

If the Buyer breaches the Agreement by failure to make payment within the time allowed by the

Agreement, by failure to remove the property as required by the Agreement, or by breach of one or more of the other conditions of this Agreement, including any Special Conditions, then the Seller may send the Buyer a written notice of default giving Buyer 10 days from the date the notice was mailed to cure the default.

Upon Buyer’s failure to cure such default within that period, the Buyer shall lose all right, title and

interest, which he might otherwise have acquired in and to such property. Upon default the Seller shall

have the right to resale the property by any method or dispose of the property. The Buyer shall be

responsible for all cost of storage of the property until resale or disposal, including handling and moving charges and all cost of resale or disposal that are not recovered by Seller from the proceeds of any resale. Seller reserves the right to reject and/or debar the defaulting Buyer from any future sales transactions.

To the extent Seller has received payment from the Buyer for the property, in the event of default, Seller shall be entitled to retain any amounts received until resale or disposal, and Seller shall be entitled to apply said amounts received against the costs of storage, including handling and moving charges, and cost of resale or disposal.

If Buyer fails to pay amounts due for cost incurred by Seller for storage, resale, or disposal, as described herein, Buyer shall be liable for interest, late payment handling charges, and penalty charges as described in Condition 11 and all Seller’s attorney’s fees and costs to recover said amounts.

Seller may exercise any remedies available at law or in equity for a default by Buyer occurring at any

time under this Agreement and shall be entitled to recover attorneys' fees and costs incurred to enforce

this Agreement.

11. INTEREST

Notwithstanding any other provision of this Agreement, the Company, in its sole discretion, assess

interest at an annual rate of 6% on all payments not received within the time specified by the Company or when otherwise payable, including payments due in case of default. Interest will accrue on the amount due from the due date until the date of payment.

12. ADJUSTMENT FOR VARIATION IN QUANTITY OR WEIGHT

Quantities or weights listed in the Invitation to Bid are estimated amounts. The actual amounts may be

higher or lower. Seller shall not be responsible to Buyer for any variation between the estimated amounts and the actual amounts.

13. WEIGHING, SWITCHING, AND SPOTTING

Where weighing is necessary to determine the exact purchase price, the scales used shall be certified

scales acceptable to both parties and shall be subject to inspection and validation by Seller. The Buyer

shall pay all switching and spotting charges if required.

14. RISK OF LOSS

The risk of loss or damage shall pass to the Buyer when possession of the property is transferred from the Seller to the Buyer or its authorized representative including a common carrier. The Seller and/or

Government will be responsible for the care and protection of the property prior to the risk of loss passing to the Buyer. If any loss, damage, or destruction to the property occurs during such period the Seller will make necessary adjustments to the purchase price, to the extent the loss was not caused directly or indirectly by the Buyer or its agents, affiliates or authorized representatives. At the discretion of the Seller, the adjustment may consist of rescission of the Agreement and Buyer agrees that it shall have no cause of action or claim against Seller for any damage whatsoever arising from such rescission. In the event of a rescission under this condition, the Seller shall be liable only for the refund of any amount of the Agreement price paid by Buyer reduced by any amounts otherwise properly withheld under the terms of this Agreement. No adjustment will be authorized under this provision unless the Seller or Government is notified of the loss, damage or destruction prior to removal from the installation of the property or any portion of the lot to which a loss is claimed.

15. ORAL STATEMENTS AND MODIFICATIONS

Any oral statement or representation by any representative of the Seller or Government, changing, or

supplementing the Invitation or Agreement or any Condition thereof, is unauthorized and shall confer no right upon the Buyer. Further, no interpretation of any provision of the Agreement, including applicable performance requirements, shall be binding on the Seller or Government unless furnished or agreed to, in writing, by the Seller or his/her designated representative.

16. COVENANT AGAINST CONTINGENT FEES

(a) The Buyer warrants that no person or agency has been employed or retained to solicit or obtain this

Agreement or any subsequent Invitation to Bid upon an agreement or understanding for a commission,

percentage, brokerage, or contingent fee, excepting bona fide employees or established commercial or

selling agencies maintained by the Buyer for the purpose of doing business. For breach of this warranty, the Seller or the Government shall have the right to annul this Agreement without liability or in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the contingent fee.

(b) "Bona fide agency" as used in this clause, means an established commercial or selling agency,

employed by a Buyer for the purpose of securing business, that neither exerts nor proposes to exert

improper influence to solicit or obtain Government Agreements nor holds itself out as being able to obtain any Government Agreement or Agreements through improper influence.

Buyer's supervision and control as to time, place and manner of performance, who neither exerts nor

proposes to exert improper influence to solicit or obtain Government Agreements nor holds out as being able to obtain any Government contract or Agreements through improper influence.

(d) "Contingent fee," as used in this clause, means any commission, percentage, brokerage, or other fee

that is contingent upon the success that a person or concern has in securing a Government Sales contracts.

(e) "Improper influence," as used in this clause, means any influence that induces or tends to induce a

Government employee or officer to give consideration or to act regarding a Government Sales contract on any basis other than the merits of the matter.

17. OFFICIALS NOT TO BENEFIT

No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this Agreement or to any benefit that may arise there from, unless it is made with a corporation for its general benefit.

18. CERTIFICATE OF INDEPENDENT PRICE DETERMINATION

(a) By submission of this bid or proposal, the Buyer certifies, and in the case of a joint bid or proposal

each party thereto certifies as to its own organization, that in connection with this sale:

(1) The prices in this bid or proposal have been arrived at independently, without consultation,

communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices, with any other Buyer or with any competitor;

(2) Unless otherwise required by law, the prices which have been quoted in this bid or proposal have not been knowingly disclosed by the Buyer and will not knowingly be disclosed by the Buyer prior to

opening, in the case of a bid, or prior to award, in the case of a proposal, directly or indirectly to any other Buyer or to any competitor, and

(3) No attempt has been made or will be made by the Buyer to induce any other person or firm to submit or not to submit a bid or proposal for the purpose of restricting competition.

(b) Each person signing this bid or proposal certifies that:

(1) He is the person in the Buyer’s organization responsible within that organization for the decision as to the prices being bid or offered therein and that he has not participated, and will not participate, in any

action contrary to (a)(1) through (a)(3), above; or

(2) (i) He is not the person in the Buyer’s organization responsible within that organization for the

decision as to the prices being bid or offered herein but that he has been authorized in writing to act as

Agent for the persons responsible for such decision in certifying that such persons have not participated, and will not participate, in any action contrary to (a)(1) through (a)(3), above, as their Agent does hereby so certify; and

(ii) He has not participated, and will not participate, in any action contrary to (a)(1) through (a)(3), above and

(iii) As an Agent, has not personally participated and will not participate, in any action contrary to

subparagraphs (a)(1) through (a)(3) above.

(3) This certification is not applicable to a foreign Buyer submitting a bid or proposal for an Agreement, which requires performance or delivery outside the United States, its possessions, and Puerto Rico.

19. ASSIGNMENT OF AGREEMENTS

Buyer shall not assign rights or obligations to third parties without prior written consent of Seller.

Administration of this Agreement may be transferred, in whole or in part, to DOE or its designee(s) and to the extent of such transfer and notice thereof to Buyer, UT-Battelle, LLC, shall have no further

responsibility.

20. CLAIMS LIABILITY

Neither the Government, the Seller, nor their officers, agents, and employees will be responsible for any injury to or death of persons or other living things, or damage to or destruction or loss of property, or for any other loss, damage or injury of any kind whatsoever resulting from the performance of this

Agreement by the Government, or the Seller to the extent such injury, death, damage, destruction, or loss is not caused by the negligence or willful misconduct of the Government or the Seller. The Buyer agrees to indemnify and hold harmless the Government, the Seller and their officers, agents, and employees, from and against any and all liabilities, penalties, fines, forfeitures, claims, causes of action, and costs and expenses (including the costs of defense and/or settlement, including, but not limited to, attorney's fees), caused by, resulting from or arising out of, in whole or in part, the performance of this Agreement, to the extent the liability is not caused by the negligence or willful misconduct of the Government or the Seller.

21. WITHDRAWAL OF PROPERTY AFTER AWARD

The Seller or Government reserves the right to withdraw for its use any or all of the property covered by this Agreement, if a bona fide requirement for the property develops or exists prior to actual removal of the property from Government or Seller possession. In the event of a withdrawal under this condition, the Seller shall be liable only for the refund of the Sales Contract price paid for the withdrawn property reduced by any amounts otherwise properly withheld under the terms of this Agreement. Buyer agrees it shall have no cause of action or claim against Seller for any damage whatsoever arising from said withdrawal of property.

22. ELIGIBILITY OF BUYER

The Buyer warrants that he/she is not: (a) under 18 years of age; (b) an employee of an agency of the

Federal Government (either as a civilian or as a member of the Armed Forces of the United States,

including the United States Coast Guard, on active duty) prohibited by the regulations of that agency from purchasing property sold hereunder; (c) an agent or immediate member of the household of the employee in (b) above. A breach of this warranty shall be deemed a default of this Agreement subject to Condition 10.

23. PERSONS PROHIBITED FROM OR LIMITED IN BIDDING

If the Buyer is an employee of Oak Ridge National Laboratory, the U.S. Department of Energy, or a Sales contractor of the U.S. Department of Energy, he hereby represents that he (1) has not participated in the Seller’s determination to dispose of the property; (2) has not participated in the preparation of the

property for sale; (3) has not participated in determining the method of this sale; and (4) has not acquired information not otherwise available to the general public regarding usage, condition, quality, or value of the property.

24. LATE BIDS, MODIFICATIONS OF BIDS, OR WITHDRAWAL OF BIDS

(a) Any bid received at the address designated in Condition 4, or a different address if specified in

the invitation, after the exact time specified for receipt may not be considered.

(b) Any modification or withdrawal of a bid received at the address designated in Condition 4, or a

different address if specified in the invitation, after the exact time specified for receipt will not be

considered. A Buyer or his authorized representative may also withdraw a bid in person prior to

3/26/19 Revision 7the exact time set for receipt of bids. The acceptance of electronic or facsimile modifications or withdrawal of bids is valid only when the Buyer has received a verification of receipt of the modification or withdrawal from the UT Battelle, LLC. Property Management organization prior

to the exact time set for receipt of bids.

which makes it terms more favorable to the Government, will be considered at any time it is

received and may be accepted.

25. REQUIREMENTS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS

It is the Buyer's responsibility to ascertain and comply with all applicable Federal, State, Local and multi- jurisdictional laws, ordinances, orders and regulations pertaining to all Buyer’s activities in any way

related to this Agreement including but not limited to the registration, licensing, handling, possession,

transportation, transfer, export, processing, manufacture, sale use or disposal of the property, and providewritten proof of registration, licensing, or other requirements. Buyer or users of this property are not excused from any violation of such laws or regulations either because the United States is a party to this sale or has had any interest in the property at any time.

Further, the Buyer herby certifies it will comply with all applicable Federal, State, and local laws,

ordinances, and regulations with respect to the care, handling, storage, shipment, resale, export,

disposition or other use of the material hereby purchased. The Buyer will hold the Government and the

Seller harmless from any or all debts, liabilities, judgements, costs, demands, suits, actions, or other

claims of any nature arising from or incident to the handling, use, storage, shipment, resale, export or

other disposition of the items property.

Lastly, in the event a local, state, or federal agency takes any actions that result in fines, penalties or

corrective actions be undertaken that relate in any way to Buyer’s purchase, handling, use, or disposition of this property in accordance with this Agreement or local, state, or federal law. Buyer shall reimburse Seller and the Government for any costs of the resultant fines, penalties, and/or corrective actions paid by seller of the Government. Such costs include but are not limited to the cost of all work required as a result of an enforcement or regulatory body.

26. EXPORT CONTROLLED PROPERTY

Personal property purchased from the Seller is not being authorized for export/import from/to the country where the personal property is located. If export/import is allowed, the Buyer is solely responsible for obtaining required clearances, licenses, or approvals. The Buyer also is required to pass on DOE's export control guidance if the property is resold or otherwise disposed.

The use, disposition, export, and re-export of this property are subject to export control laws, regulations and directives that include but are not limited to: the Atomic Energy Act of 1954, as amended (42 USC § 2011 et seq.); the Arms Export Control Act (22 U.S.C. § 2751 et seq.); the Export Control Reform Act(50 USC 4801 et seq.); the Espionage Act (18 USC 792 et seq.); the Trading with the Enemy Act (50 U.S.C. 4301 et seq.); Assistance to Foreign Atomic Energy Activities (10 CFR Part 810); Export and Import of Nuclear Equipment and Material (10 CFR Part 110); International Traffic in Arms Regulations(22 CFR Parts 120 through 130); Export Administration Regulations (15 CFR Parts 730 through 774); Foreign Assets Control Regulations (31 CFR Parts 500 through 599); DOE Order 142.3B, Unclassified Foreign National Access Program, January 15, 2021; DOE Order 550.1 Chg 1, Official Travel, December 13, 2019; and DOE Guide 580.1-1A Chg 1, Personal Property, December 8, 2021 which among other things, prohibit:

a) The making of false statements and concealment of any material information regarding the

use or disposition of export or re-export of the property; and

b) Any use or disposition, export or re-export of the property, which is not authorized in

accordance with the provisions of this agreement.

27. RESOLUTION OF DISPUTES

The Parties agree to make good faith efforts to resolve any disputes using alternative means of dispute

resolution. Substantive issues shall be determined in accordance with federal law and in the absence of

applicable federal law the laws of the State of Tennessee shall apply. Any litigation shall be brought in

the United Stated Federal District Court for the Eastern District of Tennessee, Northern Division. In the

event the requirements for jurisdiction in Federal District Court are not present such litigation shall be

brought in Anderson, Knox or Roane County, Tennessee.

28. INDEMNIFICATION

The Buyer agrees to indemnify and hold harmless UT-Battelle, LLC, DOE, the Government, and their

officers, agents, and employees, from any and all claims, liabilities, costs, and other detriments (including but not limited to reasonable attorney fees, settlements, fines and penalties, and damages for personal injury, property damage or destruction, environmental remediation, and natural resources damages) that arise out of any loading, unloading, transportation, use, management, processing, disposal and/or sale or other disposition by the Buyer, its contractors, its authorized representatives, customers and users of material obtained under this Agreement.

29. INSPECTION

Company reserves the right to inspect all property used by the Buyer in performance of the Agreement,

including Buyer’s premises and all transportation equipment. Such inspections shall be conducted at

reasonable times during the term of the Agreement and in a manner that will not unduly delay the work.

30. TERMINATION FOR CONVENIENCE

Company may terminate this Agreement, or any part hereof for the convenience of itself or the

Government. In the event of such termination, the Company shall deliver a notice specifying the extent of the termination and its effective date.

31. ACCEPTANCE OF TERMS AND CONDITIONS

Buyer, by signing this Agreement, or performing the services identified herein, agrees to comply

with all terms and conditions and all specifications and other documents that this Agreement

incorporates by reference or attachment. Company hereby objects to any terms and conditions contained in any in any acknowledgment of this Agreement that are different from or in addition to those mentionedin this document. Failure of the Company to enforce any of the provisions of

this Agreement shall not be construed as evidence to interpret the requirements of this Agreement, nor

waiver of any requirement, nor of the right of Company to enforce each and every provision. All rights of the Company and obligations of the Buyer shall survive final performance of this Agreement regardless of Buyer’s subsequent transfer of the property to another entity.

Terms & Conditions