Attached files
| file | filename |
|---|---|
| EX-32.1 - EXHIBIT 32.1 - CENTRUS ENERGY CORP | exhibit_32-1x20171231.htm |
| EX-31.2 - EXHIBIT 31.2 - CENTRUS ENERGY CORP | exhibit_31-2x20171231.htm |
| EX-31.1 - EXHIBIT 31.1 - CENTRUS ENERGY CORP | exhibit_31-1x20171231.htm |
| EX-23.1 - EXHIBIT 23.1 - CENTRUS ENERGY CORP | exhibit_23-1x20171231.htm |
| EX-21 - EXHIBIT 21 - CENTRUS ENERGY CORP | exhibit_21x20171231.htm |
| 10-K - 10-K - CENTRUS ENERGY CORP | leu-20171231x10k.htm |
UÊBattelle, LLC
Actlng under contract 0E.4C05.00OR22726
Wth the U.S. Oopartment of Enorgy
lnt€rnêt: http://www.ornl,gov/adm/contractsrlnd€x.shtml
Paget oll6
Subcontract
UT-BATTELLE
{)^ß Errot NÄnoo{¡¡ f4Ðor¡¡ERr
Sectlon A . Agreement Form
1. Subcontract Number:
40001 58320
2, Sollcltatlon Number:
6400015008
3, Type of Subcontract:
Flrm Fíxed Price Subcontract
4a. Subcontract Admlnistrator:
Lisa Cobb
4b. EmallAddress:
coBBLL@ORNL.cOV
4c. Telephone:
865-576-5470
4d. Fax:
86s-241-5567
S.lssued Byl
UT-Battelle, LLC
c/o Oak Rldge National Laboratory
P.O. BOX 2008, BLDG. 5300
OAK RIDGE, TN 3783I€O5O
6. Submlt lnvolces To:
UT-Battelle, LLC - Accounts Payable
Email pdf file to omlap@ornl.gov or
Fâx to 865¿41-1080
7. Name and Address of Sellsr
Seller Number: 219906
AtIn: CHARLES KERNER
AMERICAN CENTRIFUGE OPERATING LLC
6901 ROCKLEDGE DR STE 8OO
BETHESOAMD 20817.1867
8. Ship To:
UT Battelle, LLC for lho Dopt, of Enôrgy
c/o Oak Rldge Nallonal Laboratory
1 Befiel Vslley Road, Eldg 7120
Oak Rldge TN 37830
Showsubcontract number on all packages, B/1, and, lf requlred, lnvolces.
9. TABLE OF CONTENTS
(x) Sec. Deecrlpllon (x) Sec. Descrlotlon
X A Aqroement Form X F Performance Perlod and Pevment lnformation
X B Suþplies or Services and Prices/Costs X G Gonoral Provisfons
X c Specifications/Statement of Work X H Special Provisions
D Deliverv, Shiþþino. Packaoino X Llst of Attachments
E lnspection and Accaptance
10. Brief Descrlptlon of supplles or sa¡vices: centrifuge Reliability Research
11. TotalAmount of Subcontract: $ '16,000,000.00
12. Soller's Agreement.
Seller egrees to furnish and daliver the items or perform services
to the extent stated in this document for lhe conóidorstion stated
ln lhls subcontracl.. .The rlghts and obllgatlons of the parties to thir
subcontract are subject to and governed by this document and
any documents attached or incorporated by reference.
13. Award.
Uï-Battelle, LLC (Company) agrees to awârd this Subcontract to
Ssller. The rights and obligations of the partiee to this Subcontract
are subjoct to and governod by thls documont and any documents
attached or hoorporated by reforence.
(4 geller'ls requlrod to slgn and roturn a copy of lhls documont.
(Chøcked f appilcable)
uT.Ealtollo, LLc
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B. Name of slgner ,
&o¡/"5 Kun-n d.
Haùb of ergnor /\( / 'lt, ,+{ (t>',,nhr,,n
C. Tltle of slgnor ,lwt r, V*'n.^tL 6.-#n-.ls ' "*iii::ïr {'1,r,i11¡;f:f G(;q n-
D. Date
to /.tø /tz
D. Date | _it
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UT-Battelle, LLC
Actlng under contract DE-AC0ú0OR22725
Wlth the U.S, Department of Enorgy
lnternel: http:/ i âtur. ornl. gov/ad m/contractsll ndex.shEnl
Page 2 of15
Subcontract
4000158320
Section B - Supplies or Services and Prices/Costs
8.1. Line lt€m DesoripÈlon. The Seller shall provide aII
equipment, and facilities (except as specified hereln to
necessary for the satisfactory and timely perforrnance of
i-tems.
necessary materials, ì.abor,
be furnished by the Company)
the following subcontract line
Centrifuge Reliability Research
A description has been provided to lhe subconlract
admínistrator.
B,1 Degcriptíon
The Seller shâtl provlde all necessary materials, labor, equipment, and facilities (except
as specified herein to be furnished by the Company) necessary for the satisfactory and
timety performance of the work described in Sectlon C.
8.2 Total Price
The toLal fixed price of this Agreement 1s $161000,000.
8.3 Incremental El¡nding
This Àgreement is incrementatly funded. The clause, timitation of Company's Obllgatlon, is
incorporated in Secbion H.
UT-Battolle, LLC
Actlng under contract DE-4C05-00OR22725
Pago 3 ol 15
Subcontract
4000158320
-
Wlth the U,S. Department of EnergytÀr RDg N¡trtglln l,¡¡otãottt
Internoti htþJ/www.ornl, gov/adm/conÍacts/index.ghtmI
Section C - Specifications/Statement of Work
gtatement of lùork for FY18 Taskg
16 October 20L7
Tasl< 1: Rotor Drvinq
Upon compì-etiôn of t,he work descrlbed herein, provide a written technical report whlch
dôcuments tbe drying results and t.he technical specifications used for drying activities as
outlined below.
The rotor that will be utilized in Tasks 3-5 must dried to such an extent as to completely
prepare the rotor for gas testing, using the steps and specifications established in
Centrus test plan TPÐ-O1027.
This task must be completed no later than December 1-3, 201-7.
lask 2: Rotor Pre-Cleaning
Upon completion of lhe work described herein, provide a written technicaL report which
documents the pre-cleanj.ng testing results and the technical specifications used for
pre-cleaning activlties as outlined be1ow.
This rotor pre-cleanlng w111 be to such an extent as to compJ-etely prepare the rotor for
UF6 operations, using the steps and specificatlons established in Centrus test plan
TPD-0102 I .
The due date for completion of this task is February 28' 2018.
Task 3¡ Dried and Pre-C1eaned Rotor Test, EjLIst, 30 davs
Upon completion of the work described herein, provide a written technical report which
documents the results and data from this first 30 cumul"ative days of the testing as
outlined below.
This task ls based on obtaining the results and data from the first 30 cumulative days of a
90 cumul-atlve day tests on UF6 gas of a rotor in a VerificaLlon Test Stand in K-1600 which
has been cornpletely prepared (dried and pre-cleaned) for operation according to the
specifications and reguirements identified in Tasks l- and 2, above. ln the event of
equipment failure. both parties agree to a good faith negotiation of the SOW and associated
mil-estone payments for these tasks.
This task must be completed no later than April L5, 2018
Task 4 ¡ Dried and Pre-Cleane.Ç Rgtor. fest, second 30 days
Upon cornpletion of the work described herein, provide a written technica] report which
documents the results and data from this second 30 cumulative days of the testing as
outllned below
^f-**q.H"T;FATTELLEû^r BÞcr3 lilßÍoa¡r. lÁtotirop
UT-Battalle, LLC
Actlng under contract DE-4C05.00OR22725
Wlth thê U.S. Depanment of Energy
lnt€rnst: http://unrvur.ornl, gov/adm/contraclsrlndex,shtml
Page 4 of l5
Subcontract
4000158320
This task is based on obtaining the results and data for the second 30 cumulative days
{days 31" through 60) testing for the centrifuge in a Verification Test Stand in K-1600 as
part of a 90 cumulative day test on UF6 gas of a rotor which has been completely prepared(dried and pre-cleaned) for operation according to the specifications and requirements
idenLified in Tasks 1 and 2. In the event of equipment failure, both parties agree to a
good faith negotiatíon of the SOW and associated milestone pal¡ments for these tasks.
This task must be conrpleted no later than May 21,
Task 5: Dried and Pre-Cl-eaned Rotor TesE, third 30
2078
days
Upon completion of the work described herein, provide a written technical report which
documents the results and data from this third 30 cumulative days of the testing as
outLlned below.
This task is based on obtaining the resuJ-ts and data for the third 30 cumulative days (days
6L through 90) testing fox the centrifuge in a Verifícation Test Stand in K-1600 as part of
a 90 cumulative days test on UF6 gas of a rotor which has been completely prepared (dried
and pre-cleaned) for operation according to t,he specifications and requirements identified
in Tasks 1 and 2, above. In the event of equipment failure, both parties agree to a good
faith negotiation of the SO9f and associated mil-estone pal¡ments for these tasks.
This task shall be ccmpleted no later than June 30, 2018,
Task 6:. 4C100 Docu¡nentation includinq all technical data
SeLLer shall provide to Lhe Company complete copies of aII drawings, technical daLa and
epecifications, and reports generated for the 4C100 design. All documents must be
provided in the original elecLronic format in which they were generated unless the original
electronic format is not, available. If not available, the best avail"able versj.on (pdf,etc.) is acceptable. "Drawings" including all sketches, diagrams, design drawlngs,
assembly drawings, fabrication drawj.ngs¡ process and instrumentation diagrams, material"
specifications, technical reports, evaluation and testing reports, any other engineering
records and aL1 other document relaLed to the 4C100 design. Further, all documents must be
marked in accordance with the marking requirements in this Agreement.
The Conpany reserves the rlght to ieJect any document with non-compliant marl(lngs or remove
such marklngs.
This task shal-l be completed no late¡ than August 31, 2018
?ask 7: Initial ApplicaLion for Nuc]-ear Licensing of TMC,
Seller shall develop and submit a radioactive material license application, including all
required supporting documents, to the State of Tennessee Division of Radiological Health to
allow for ACL00 gas test,ing capabilities in the Centrus facility known as the Technology
UT.Battellè, LLC
Acüng under contract D E-4C05.00OR22725
Wlth the U.g. Departmenl of Energy
I nternet: http://ìrrru/worn l.gov/ad m/contracts/l ndex.shtm ¡
Page 5 oflS
Subcontract
4000158320
ManufacLuring Cent,er (TMC). The reguired license application documents will incl-ude all-
docunents determined by the State of Tennessee to be necessary for a complete application,
such as the RadioLogicaJ. Safety Program, Description of Operations, facility layout
drawj-ngs, and Emergency PIan. The Company anticipates that such lj-cense application shall
be for a Special Radioactive MateriaL License (State of Tennessee form RHS B-5). However,
Seller shall be responsible for identifying the appropriate ]icense and to the ext,ent
Seller beLieves a different license is required, SelJ-er shall notify Compäny príor to
beginning any work thereon and shall not proceed on such work unlil directed by the
Company.
Seller shaLL provide a copy of the Ìicense application and supporting documents, and a
sLatement attesElng to the expected or ac¿uaL Llcense fee.
this task shalI be completed no laEer than September 21, 2018
lask B¡ EquiÞment Movement
Upon completion of the work described herein, provide a written technícal report which
documents the successful novement of eQuipment as outlined beLow.
Plan and, upon Companyrs direction, execute the movement of lcey centrifuge gas testÍng
equipment out of K-1600 and into another facility for storage, assuming that Centrus must
vacate K-1600 by ôeptember 30, 201,8. Within 30 days of execution of this subcontract, the
Seller shal"l- submit a proposed list of equipment to be moved to the Company, and within 30
days, the Company wlII approve the movement of speciffc ltems. the fundamental" goal and
flrst prlority of movement of equipment under this task 1s the removal, decontaminatlon,
and relocation of equlpment and support equipment (instrumentaLion, process plping and
valving, etc.) which would comprise a single gas test stand, No removal, decontamination,
or reLocation of equipment other than that for this single gas test stand shaLl be
undertaken until- the movement of the single gas tesL stand equipment is complete.
Uncontaninated equipment wilL be moved to Seller's Technology and Manufacturing Center(TMC). Contaminated equipment that cannot be deconbaminated will be packaged for shipment
and l-eft stored in K-L600 uûl-ess the Cornpany provides the Seller with an alternative site
in the ôak Ridge area by cTune 30, 2018.
This task shall be completed no later than September 30, 201.8. No work associated with
equipment movement after September 30, 2018, is included in thls subcontract.
..¿'4..<F*-. ur'Battelle'LLo À^^!^^^ãâô,a. Pago 6 of 46@gE i,:ïli,,:i.:: ;""iåi DnE Ac0s'00oR22725o¡rsDGsNtllüsLtâlor¡rs¡r
lnternet: http://www.oml.gov/adm/contracts/index,6hrml SUbCOntfaCt40001 58320
Section F - Performance Period and Payment lnformation
F.1. Ferfornance Period. The performance period of this subcontract shall begin on
L0/26/201,'1 and end on 09/3Q/2OlB,
F.2, layrnent Terms The palzrnent terms âre Net 30 Days - No discount.
E.3. ElecÈronic E"unds Transfer (EEf). Electronic Funds Transfer (EFT) expedites pa¡rments to
subcontractors and is our preferred method of palment. A remittance notification (email orfax) is automatically generated to you at the time of pa¡rment. To sign up for EFT, revise
your banking .i.nformaLion, or contact us to verify your current pa5rment information, vi.sit
h!tp l ,//www. ornl" , qovlad¡n/contracts,/ef t. shtml .
F.4. Vendor AccounU Stabus Systetn. For detalled payment informatÍon or inquiries concernlng
involces and payments visit the UT-Battelle, LLC Accounts Payable Vendor Status System
(VÂSS) at http://www.ornl.gov/adm,/apl or email your questions to ornlapGornl.gov.
Invoioing:
The Seller shal1 submit a proper j-nvoice for payment in accordance with the negotÍated
têrms to the address shown in the bl"ock titled rrSend Invoices 1ô'r on thê first page of this
document, Each invoice sha1l reflect milestones or servj-ces complete and billab1e under the
Àgreement ând the cumulative amounL of a1l invoices tô date. Ä11 payments will be made in
U.S. Dollars.
Mileslolle Pa)¡me-l! Schedule :
Mil-estone payments will be made based.on the successful completion of the applicable
dellverables shown below and more fu1ly described ln the SOhr. The Cornpanyrs sole
determination of sufficient progress shal1 deter¡nine acceptance of the deliverables listed
in the SOVi and w111 constitute successful. completion of the milestone.
Milestone Amount Due Date
Task l-: Rotor Drying ç3,22"1 ,735 12/13/2011
Task 2: Rotor Pre-Cleaning $3,400,459 02/28./201,8
Task 3: Dried and Pre-Cleaned ç7,695,249 04/1"5/2018
Rotor Test (first 30 days)
Task 4r Dried and Pre-CLeaned çI,695,249 A5/21/20L8
Rotor Test (second 30 days)
lask 5: Dried and Pre-Cleaned $1r6951250 06/30/2018
Rotor Test (third 30 days)
Task 6:ACL00 Documentation $?071554 08/3I/2018
/^ì4ru uT.Battelle,LLcF -¡ -Q'tÚf-gAnfELlË Actlng under contract DE AG05'{10oRt2725
-¡r¡ffEi Wlh the U.9. Departmont of EnergyoünþGnrnffi'låDrfiünt lnfemet: htþ:/fur$rn.oml.gov/admlcontnatsllndex.shhl
Page ? ofl5
$ubcontract
4000158320
Task 7: Initi.al Appllcat,lon for 5785,262 O9/2L/20L8
Nuclear LLcenefng of TMC
Task 8: Equipment Movenent i2t793,242 09/3O/2OL9
/rræ*\r* ur'Battolle,LLc ! ^^^rñô^Éââ,âr
Pagê I of 16
EæÆ i:ff l':Tß: ;".iåi D€'Ac!5"000 R22725ûilr¡æENi¡lsü¡'¡4tol tor
Intêrnet: http://ur,urì r.ornl.gov/admrcontracßrlndex.shtm¡ SUbCOntfaCt4000158320
Section G - General Provisions
NOTE: Standard government forms (SF) mentioned herein are available aL
http¡//wrr¡w.gsa.gov/forms. other forms, cJ-auses, articJ-es, and document.s are available at
our web site, http : //www. orn1. govladm/contract.s,/documents. shtml
NOIICE:
Ehís contractor and subcontractor shall abide by the requirerrents of, 41 CFR 60-1.4(a) I41
CFR 60-1.4(b) f,or Constructionl, 60-300.5(a) and 60-74L.5(a). Thege regrulaÈions prohíbit
discrimination againat qualíf,íed indivíduals baeed on their statue ae proteoÈed veterane or
individuals witt¡ dieabilities, and prohibíÈ disariûination aiainst all individualg based on
tt¡eir raoe, color, religion, Eex, sexr¡al o¡ientation, gender identity, or naÞional origin.
Moreover, these regulatione require that cowered prime contractora and eubcontractore bake
affirmative aotion to enploy and advanoe in employnent indivídualE withouÈ regard to racs,
color, relågion, s€x, sexual orientation, gender identity, national origin, protected
veteran etatua or dieabilít1'.
To the extent applicable, the empJ.oyee notice r"quirurn"r,ts set forth in 29 CFR ParL 4?1,
Appendix À to Subpart. À, are hereby incorporated by ¡eference into this agreement.
Àny Representations and Certifications submitted by the SelLer that resulted in this
document are incorporated by reference.
All articles and docurnents incorporaled by reference, including those made a part of
General Provisions, apply as j-f Èhey were set forth in their entirety.
General Terms and Conditions - Fixed Price {FP April 13, 2017)
DO NOT INCÎ"UDE gÀLES OR USE ITA¡IES
See Blanket Certificate of Resale at httpr,/./www.ornl .gov,/adm,/contractsf4oguJne.nts.shtml .
uT-Banelþ, LLC Page I of l5
-Lff_g¿-ff gU-È Actl ns un der co ntract D E.Ac0s.o 0oR22725
-
Wththeu.S. Dopartmentof EnergyOrx ß]Do! l{ñngÈ¡r l¡¡orfr¡*r Subcontractlntornot: http:r/u r rv.ornl.goviadnrrcontÞctsrlndê)cahtmI 4000158320
Section H -Special Prôvisions
NOTE¡ Standard government forms (SF) ¡nentioned herein are avail-able at
httpl//www,gsa.govlforns. Other formo, elauseÊ¡ articÌes, and documents are available at
our web site, http: //www. ornL. gov/adm,/contracts/documents, et¡tm1.
À11 articles and documents incorporat,ed by reference, including those made a part of
Special Provisionsr apÞly as if they were set forth in their entirety.
Service Contract Act of 1965, as Àmended (Jan 2006)
FAR 52.222.1'7 Nondisplace¡nent of Qualified lrlorkers (May 2014)
FAA 52.222-55 Minimum I'lages Under Executive Order 13658(Dec 2014)
!{age Determínation
Service ConLract Act glage Determination No. 2015-4643 (Rev. 6) dated July 25, 2017, and
lllage Determination No. 1994-0520 (Rev. 29) dated December 30, 201-6, is made a part of this
subcontract.
Exhibit 4, Àuthorízation and Consent (Dec 2005)
Exhibit 9, Technical Data (.Iun 2011)
Exhibit 11, timited Rights Notice (Sep 2010)
Exhibit 12, Restricted Rights Notice (Sep 2010)
Exhibit 18, Patent Rights-Acquisition By The Government(Feb 2009)
Protection of Personally fdentifiable Tnformation (PII) (Oct 2010)
Milestone Payment Clause (May 2010)
Coet AacounÈing Standards--Clauees (Sep 2012), Parte I É V
LiabiliEy with Reepect to Cost Àccounting gtandarde
(a) Notr,rithstanding the provisj-ons of the Cost Accounting Standards - Clauses, or any otherprovision of this Agreement, the SeIIer sha.L] be ]iab1e to the Governmen! for increased
costs or interest resulting from failure of the SeL1er or a lower-tier subcontractor to
comply with an applÍcable CosL Accounting Standard or to follow any cbst accountingpractice consistently.
Úf_g¿ffgUlË Actlns undor contract DE Ac05-00oR22725
-
Wlth the U.S. Departmontot Enorgy0r¡r ßDoB ¡'ilmÊil¡t ¡t¡il¡tuf
UT,Batle¡l€, LLc
¡ntornet: http:r/r¡rì,rì,rr.ornl. govradm/contractsrlndox.shtml
Pago 10 of16
Subcontract
4000158320
Servj.ce Contract Â,ct of 1965, as Àmended (Jan 2006)
FAR 52.222,17 Nondisplacement of Qualified l,üorkers (May 201-4)
FÀR 52.222-55 Minimum !üages Under Executive Order 13658 (Dec 2014)
Insurance - Form 2 lSep 2072)(Insurance Form 2 replaces Insurance Form 1)
Fair Labor Standards ÀcL and Service Corrtract Âct- Price Adjustment (Multip1e Year and
Option Contracts) (Sept 2009)
fnf,or¡nation Technology Special Provision (Mar 2011)
fnfor¡nation Ranking
-
High Controls
Prior to commencement of work under this Àgreement, the Seller nust (1) submit a copy of
its ÀuÈhority to Operate (.ATO) at the cl-assification level and category reguired for this
Agreement and the I'fnfor¡nation System Certification Form for High Controls" and (2) obtain
approval from ORNL Cyber Security through the Companyts Technical Project Officer. The
form is available under the title Special Àrticles and Forms at
http : / /www.ornl. gov,/adm,/contracts/documents. shlml .
Technical Direction
The clause, Technj.cal Direction (Jan 2006), is incorporated by reference and amended as
folLows: 'rPerformance under this subcontract is subject to the technical dírection of the
Company's Technical Project Officer (TPO)¡"
TPO Name..........: lfi]-Iian (8i11) Strunk
TFO Telephone *...: (865) 574-8t2L
TPO Email Àddress. ¡ strunkwd@ornl.gov
LíniÈation of Company's Obligation(a) Of the total- price of this Agreement,'S3r500,000 is currently allotted and
avallable for payment, It is antícipated that from time to time additional funds wiII be
aLlotted until the total price of the Agreement is aLlotted.(b) The SeLLer agírees to perform work on the ÀgreemenL up to, and is not obligated to
continue performance beyond, the point at which, in event of termination of this Àgreement.
pursuant to the clause entitled Termination for Convenience, the total amount payable by
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lnternot: httpr/www.oml.gov/adm/contractsi lndex,shtml
Pag€ 1l ofl6
Subcontract
4000158320
the Company (íncluding amounts payable for lower-tier subcontracts and seEtlement costs) r
wouLd in the exercise of reasonable Judgment by the Seller approximate the total amount at
the time alLotted to Agreement. Company is not obligated to pay or reimburse the Seller
more than the amount altotted under the Agreement at the time of termination regardless of
anything to the contrary in t.he ferm:ination for convenience clause and regardless of the
availability of funds(c) (1) Funds currently alLotted are expected to cover the work to be performed until-
L2/31,/20L7 .(2) If the Seller considers the funds allotted to be inadeguate to cover the work
unLil. that date, or an agreed date substituted for it, lhe Seller must notify the Company
in writing when, within the next thirty (30) days, the work will reach a point at which, if
the Agreement is terminated for convenience, the total åmount payable by the Company(includlng amounts payable for lower-tier subcontracts and settl-ement costs), will
approximate 85 percent of the amount then allotted.(3) The notlce shall state the expected date when Èhe point in (c) (2) will be
reached and the estimated amount of additional funds required to continue performance to
the date in (c) (1) or an agreed substiÈuted date.(4) Thirey (30) days before the date 1n (c) (L) or an agreed substituted date, the
Seller must advise the Company in writing of the estimated additionaf funds required for
performánce for a further period as may be specified in the Agreement or otherwise agreed
tô by the parties.(5) If after the notification in (c) (4), additional funds are not allotted by the
date in (c) (1) or by an agreed substituted date, the Company will, upon written request of
the Seller, termj-nate this Àgreement on that date or the date set forth in the request,
whichever is later, pursuant to the Termination for Convenience clause.(d) When additional funds are allotted for continued performance, the partíes sha11
agree on the perlod of performance covered by the funds. Paragraphs (b) and (c) above
shaLl apply to the additional allotted funds and the substituted date pertaining to them,
and the Âgreement shall be modified accordingly,(e) If the Seller incurs additional costs or is delayed in performance solel-y because
the Company failed to alLot sufficient additional funds, and if addltional funds are
allotted, an equitable adjustment shall be made in price (including target, bi11ing, and
ceiling prices and hourly rates where app.ì.icable) or in the time for deLivery, ôr both.(f) Thê Company may at any time before terminatj-on (and, after notice of termination,
with the consent of the Seller), allot additional funds for thls Agreement.(S) Nothing in this clause affects the rights of the Company to terminate this
.Agreement in whole or in part under the Termination for Default and Termination for
Convenience clauses(h) Funds are allocated for performance of specific tasks and may not be used for other
purposes or for performance of other tasks under this Agreement.
sE clroN H . EXCE pTrONS,/DE!E f rONS /ÀDD r rrONS,/ Cr,ARr Fr CÀTr ON S :
General:
Prior Government Àgreements - Nothing herein shall be construed as altering any agreements
between Seller and the Government including but not limited to Agreement Between U.S.
UT.ËATTELLE
OnI RIDoB ltfixÞa¡f iltÕt¡sÈfrî
UT.Battello, LLC
Acüng under contract DE-4C05-00OR22725
Wlth the U.S. Dsparùnent of Energy
lnf ernet: http://wunrv.ornl. gov/âdm/contractsrlndox,shtm I
Page 12 ot16
Subcontract
.4000158320
Department of Energy and USEC l¡rc. dat-ed,June J-7, 2AO2 as amendedi Nonexclusive Patent
License granted by U.S. Department of Energy to USEC Tnc. dated DeceÍiber 7, 2OO6¡
Coopêrative Agreement dated June 12, 2Q1"2 beLween DOE and USEC Inc. and l{merican Centrifuge
Demonstration, LLC ("ACD") Contract No.DE-NE-0000530; Contract dated June 12, 2012 between
DOE and ACD Contract No. DE-NE-0000488,. Lease Agreement Between the DOE and United States
Enríchment Corporation for t.he Gas Centr5-fuge Enrichment Plant (GCEP Lease) dated as of
Decenber 7, 2006i CRADÄ No. 00-0579 between UT-Battelle, LLC, and USEC fnc., dated June 28,
2Q02' as amendedi and Lease Àgreement between DOE and USEC Inc. for Buildings K-1600 and
K-101/ dated December 20, 2002. The rights and obligations of Seller and the Government
with respect to matters under those agreements shall be addressed exclusivety by theprovisÍons thereof. AII parties recognÍze that Se11er's abilj-ty to perform this
subcontract is subject to access granted to certain equipment, and facilities owned by the
U.S. govexrunent u¡¡der one or ¡nore of those agreements.
Exceptions to Terms and Conditions - Fixed-Price (å,prit 13, 201"'l):
(1) Part 2 is not applicable. '
(2) Part 3A shall not appJ-y to Seller's activj.ties under t.his Àgreement to the extent
SelLerrs access to classified infor¡nation or speciaÌ nuclear material in connection with
such activities is subject to regulation by the NRC, or is subject to regulation by DOE
under other agreements or authorizations
(3) Section 1.L8 Public Release of Information - It is agreed that nothing sha11 prevent
Se11er fro¡n making disclosures as required by law, including public disclosures as required
by securities laws and Securities and Exchange Commission regulations.
(4) Sectlon 1-,6 hlarranty, Section l-.19 Government. Property, Section 1.1.5 Hazardous Material
Identlfication and Material Safety Data Sheets, and Section 1.25 Electrical Eguipment are
deleted and replaced with the following:
t'It is agreed that the scope of the work and delive¡ables under this subcontract are theprovisj-on of technical reports required under the Scope of lrlork. No properly/ materials,
or equipment shall be considered a deliverabLe under this Subcontract".
(5) The following clause is added;
Confidentiality of Information - Seller(a) To the extent that the work under this subcontract requires that the Company be given
access to lnformation which has been marked or identified as confidential or proprietary,
sensitlve, technj-cal, or flnancial belonging to the Se.LIer or other companies, (hereinafter
referred to as "protected information"), the Company shall after receipt thereof, treatprotected lnformation as marked or j-dentified from unauthorized use and discLosure, The
Conpany agrees not to appropriate protected informatj.on to its own use or to disclose
protected such information to third parties unless specifj.calJ-y aut.horized by the Seller in
writing. The foregoing obligations, however, shall not apply to informat.ion which;(1) at thê time ôf receipt by t.he Compairy, is in the public domaini
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(2) after receipt thereof by the Company is published or otherwise becomes part of the
public domain through no fauJ-t of the Company,.(3) the Company can demonstrate was in its possession at the time of receipt tbereof
and was not acquired directly or indirectly from the Selleri(4) the Company can demonstrate was received by it from a third party that did not
reguire the Company to hold it in confidence,. or(5) musL be disclosed under operation of law or regulation.(b) The Company agrees to al-low access only to those employees that need the protected
information to perform services under this subcontract and agrees that the protected
information will be used so1e1y for the purpose of performing services under this
subcontract. The Company shall- ensure that its employees will not discuss, dirn:lge or
dísclose any protected infor¡nation to any person or entity except those persona within the
Cornpanyrs organization directly concerned with the performance of the subcontract.
Notwithstanding the foregoing, Company may provide employees of DOE access to protected
information in accordance with Company's prime contract with DOE for the managemenL and
operation of the Oak Ridge National Laboratory. DOE employees are obligated by 18 USC 1905
tô protect protected information from unauthorized discLosure.(c) The Company shalJ- adminìst,er a monitoring process to ensure compliance with the
provlsions of this clause, promptly report any breaches to the Seller's technical
representative, and implement inmediate, appropriate corrective actions to contain and
prevent recurrence(d) The Seller may terrninate thj,s subcontract for default íf Company or an enployee of the
Company fails to comply with the provisions of this clause. The Seller may also exercise
any other rights and remedies provided by law or this subcontract, including criminal and
civil penalties.
Government-Furni ahed Property
{a) The followiing items shaLl be Government-furnished:
-K-1600 Site, Oak Ridge, TNr
-Shaker, vibration testing sysLem, Manufacburer¡ Unholtz-Dickey, Modelz TA25O206,
Property *'127292L
-Tennessee Manufact,uring Center (TMC), Centrifuge ltay, Oak Ridge, TN:
' -Property Number: 0061"499, Description: Server/CPU, Manufacturer: SILICON GRAPHICS/
ModeL; ALTrX X8320, SeriaI *: S6FTW1Fl.8715056
-Property Numbers: (Part of the computer/ above) 006L500, 006L502, 0061-503, 0061504,
0061506, 0061507, 0061508/ 006L509, 0615L0, 0061511,00615L2 0061513, X189943, and
X189943-4, Descriþtionr Server,/CPU, Manufacturer: SILICON GRAPHICS, Modell ALTIX X8320,
Serial #s ¡
s 6FT!V1 F1B7 1505 6
s 6FTr{1F18715067
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s6F1W1F1B 71s07s
s6FÎWlF18715064
s 6FT9V1F187150 69
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UT-Baüelle, LLC
Acllng undêr cont¡äoil DE-4C06{0OR22725
Wlh the U.S. Depailrrient of Energ!,
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Subcontract
4000158320
s6FT!Û1F 1 8? L5072
s6FT¡Vl8 1 87 150 65
s6ET¡nr'18715059
s6FT!Í1r'18715095
s6FTWlE 18?1 5058
s6ETWl8 18715098
s 625!ÍXTP8815101
s625r9XsP8815114
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Subcontract
4000158320
Section I - List of Attachments
-Wage DetermLnation No . ZitS-+AS3 (Rev. 6) dated ,IuIy 25, 201?
-Wage Determination No. 1994-0520 (Rev. 29) dated December 30, 201.6.