<table style="width:100%;">
<colgroup>
<col style="width: 10%" />
<col style="width: 5%" />
<col style="width: 18%" />
<col style="width: 4%" />
<col style="width: 11%" />
<col style="width: 7%" />
<col style="width: 3%" />
<col style="width: 9%" />
<col style="width: 1%" />
<col style="width: 13%" />
<col style="width: 14%" />
</colgroup>
<tbody>
<tr class="odd">
<td colspan="5"><strong>SALE OF GOVERNMENT OWNED PROPERTY -<br />
NEGOTIATED SALE</strong></td>
<td colspan="6"><img src="media/image1.png"
style="width:1.25in;height:0.41667in" /></td>
</tr>
<tr class="even">
<td colspan="4"><p>SEALED BID SALE NO:</p>
<p>ORNL-SB-07/01</p></td>
<td colspan="7"><p><strong>BIDS MUST BE RECEIVED BY: (<em>date &amp;
time</em>).</strong></p>
<p>Date 2/8/07 Time: 2:00 p.m.</p></td>
</tr>
<tr class="odd">
<td colspan="4"><p>ISSUED BY AND ADDRESSED TO:</p>
<p>UT-Battelle, LLC</p>
<p>Property Sales Office</p>
<p>P. O. Box 2008, M/S 6467</p>
<p>Oak Ridge, TN 37831-6467</p></td>
<td colspan="7"><p>FOR INFORMATION CONTACT (<em>name &amp;
tel</em>.):</p>
<p>Marcia D. Whitson, CPPM, CF 865-241-5120</p>
<p>Kathy Davidson, CPPA 865-576-7610</p>
<p>Connie Dagley 865-241-3699</p></td>
</tr>
<tr class="even">
<td colspan="11"><strong>AUTHORITY:</strong> The price for any or all
items listed below will be received by UT-Battelle, LLC, acting on
behalf of the U.S. Department of Energy, under Government Contract
DE-AC05-00OR22725 subject to the <strong>General Sale Terms and
Condition</strong> and <strong>Special Conditions</strong> for the sale,
which are attached or incorporated herein.</td>
</tr>
<tr class="odd">
<td colspan="11"><strong>PAYMENT INFORMATION:</strong> Bid Deposit ___
is required or __X_ is not required in an amount not less than___N/A_%
of the total bid, made payable to UT-Battelle, LLC. Subcontractor will
be invoiced for the balance due for successfully awarded items. Payment
shall be submitted to: UT-Battelle, LLC, P. O. Box 2008, M/S 6409, Oak
Ridge, TN 37849-6409, upon receipt of invoice and prior to removal of
the equipment.</td>
</tr>
<tr class="even">
<td colspan="7"><h1 id="section"></h1>
<h1 id="lot-descriptions">LOT DESCRIPTIONS</h1></td>
<td colspan="4"><h1 id="sale-effective-dates"> Sale effective dates:
</h1></td>
</tr>
<tr class="odd">
<td><h2 id="lot">Lot #</h2></td>
<td colspan="7"><h3 id="lot-description">Lot Description</h3></td>
<td colspan="2"><h3 id="quantity">Quantity</h3></td>
<td><h3 id="unit-of-issue">Unit of Issue</h3></td>
</tr>
<tr class="even">
<td><h2 id="section-1"></h2>
<p>001</p></td>
<td colspan="7"><p>Trane CHILLER, Series R 240 Ton Unit, (K334246) as
follows:</p>
<ul>
<li><p>Serial # 1009467</p></li>
<li><p>Rated Voltage 460/650/3</p></li>
</ul></td>
<td colspan="2">1</td>
<td>ea</td>
</tr>
<tr class="odd">
<td colspan="11"><strong>BID</strong> (<em>to be completed by
Bidder</em>)</td>
</tr>
<tr class="even">
<td colspan="11"><p>The total amount of the Bid(s) is $
_______________per Lot, Bid Deposit (if required) $___NONE
REQUIRED___<br />
BIDDER REPRESENTS THAT: (<em>check appropriate boxes</em>): Citizenship
Disclosure:<br />
(1) Bidder ____ <em><strong>is</strong></em> or ____ <em><strong>is
not</strong></em> a United States citizen.<br />
(2) CEO/President or Manager of the Bidding Company _____
<em><strong>is</strong></em> or ______ <em><strong>is not</strong></em>
a United States citizen.<br />
(3) Bidding Company is a U.S. Company ______
<em><strong>yes</strong></em> or _______
<em><strong>no</strong></em><br />
If any of the above 3 questions are marked as
<em><strong>no</strong></em> or <em><strong>is not</strong></em>, please
list country of citizenship:
__________________________________________________________________________________________________</p>
<p>(4) Bidder ____ is or ____ is not, employed by the Department of
Energy or UT-Battelle, LLC</p>
<p><em>ITEM MUST BE REMOVED NO LATER THAN</em>: JUNE 30, 2006</p></td>
</tr>
<tr class="odd">
<td colspan="3" rowspan="2"><p><strong>ADDRESS OF BIDDER</strong></p>
<p><strong>TELEPHONE:</strong></p></td>
<td colspan="8"><h2
id="signature-of-person-authorized-to-sign-this-purchase">SIGNATURE OF
PERSON AUTHORIZED TO SIGN THIS PURCHASE</h2></td>
</tr>
<tr class="even">
<td colspan="6"><h2 id="print-name">PRINT NAME </h2></td>
<td colspan="2"><h2 id="date">DATE </h2></td>
</tr>
<tr class="odd">
<td colspan="11"><strong>AWARD</strong> (to be completed by
Contractor)</td>
</tr>
<tr class="even">
<td colspan="3"><strong>ACCEPTED AS TO ITEM(S) NUMBERED:</strong></td>
<td colspan="3"><h2 id="total-amount">TOTAL AMOUNT</h2></td>
<td colspan="5"><h2 id="date-of-acceptance">DATE OF ACCEPTANCE</h2></td>
</tr>
<tr class="odd">
<td colspan="2"><strong>Signature of Sales Administrator:</strong></td>
<td colspan="9"></td>
</tr>
</tbody>
</table>

**INFORMATION FOR INSPECTION OF PROPERTY**

**AND SUBMISSION OF BIDS**

**INFORMATION FOR INSPECTION OF PROPERTY**

**AND SUBMISSION OF BIDS**

-   Equipment is located at the ETTP Site, in facilities which are
    operated by Bechtel Jacobs Engineering, Oak Ridge, Tennessee, for
    the U.S. Department of Energy (DOE). For additional information or
    to schedule an appointment to inspect equipment and/or materials,
    call Marcia D.Whitson, CPPM, CF (865) 241-5120, Kathy Davidson,
    CPPA (865) 576-7610 or Tina Graves (865) 241-3699.

-   Inspections may be made between the hours of 7:30 am. - 2:30 p.m. NO
    MINORS ARE ALLOWED AT THE INSPECTION SITE. Please call to set-up a
    pass and a time for Inspection. Directions may be obtained from the
    Property Management website: <http://www.ornl.gov/property>, or by
    calling any of the above listed telephone numbers.

**SPECIAL CONDITIONS APPLYING TO**

> **SALE NO. ORNL-SB 07 1 Trane Air Handling System**

-   **Regulations** - The Purchaser understands that transportation,
    management, processing, resale and disposal of the materials sold
    under this contract may be subject to federal, state, and local
    laws, including but not limited to the Clean Air Act; the Clean
    Water Act; the Resource Conservation and Recovery Act; the Toxic
    Substances Control Act; the Atomic Energy Act; the Comprehensive
    Environmental Response, Compensation and Liability Act; the
    Hazardous Materials Transportation Regulations; and the Emergency
    Planning and Community Right-to-Know Act , 40 CFR 279; and TDEC
    (Tennessee Department of Environment and Conservation) Rule Chapter
    1200-1-11-.11. The Purchaser is responsible for compliance with all
    applicable laws and regulations. Refrigerants will be present in the
    system.

-   **Transportation Requirements** -- All transportation costs incurred
    for transportation shall be paid by the Purchaser. The Purchaser is
    responsible for compliance with all U.S. Department of
    Transportation (DOT) requirements.

![](media/image1.png){width="1.25in" height="0.4166666666666667in"}

# General Sale Terms and Conditions for the Sale of Government Property at the Oak Ridge National Laboratory (ORNL)

**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\) \"**Days**\" is defined as calendar days.

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
possessions of any kind, which is owned, leased, or rented by the
government and in the custody of Bechtel Jacobs Corporation, LLC, and is
the subject of the sales Subcontract or is described in the Invitation
to Bid.

G\) \"**Purchaser**\" shall mean the successful Bidder hereunder to whom
award is made.

H\) \"**Subcontract**\" shall include the Invitation completed by Seller
awarding a sale to Purchaser, 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)
Invitation; (2) Special Conditions; and (3) General Sale Terms and
Conditions.

**2. INSPECTION**

Bidders are invited and urged to inspect the Property to be sold prior
to submitting bids. Property will be available for inspection at the
places and times specified in the Invitation. 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 Subcontract.

**3. CONDITION OF PROPERTY**

Unless otherwise provided in this Subcontract, all Property is offered
for sale \"as is\" and \"where is\" without recourse against the Seller
or Government. Unless otherwise provided in the Subcontract, 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 Conditions No. 12
and 14 or other special conditions of the subcontract, no request by
Purchaser for adjustment in price or for rescission of the sale will be
considered. This is not a sale by sample.

**4. CONSIDERATION OF BIDS**

Unless otherwise provided in the Invitation, telephonic bids will not be
considered. The acceptance of electronic or facsimile bids is valid only
when the bidder has received a verification of receipt of the bid from
the ORNL Property Management organization.

The Bidder agrees that his/her bid will not be withdrawn for 30 days
following the opening of bids or such other time as specified in the
Invitation to Bid 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 Bidders, to waive
any technical defects in bids, and unless otherwise specified by the
Seller, Government or by the Bidder, 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 on the basis of 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 in the Invitation, bid deposits (when required
by the Invitation) 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. Personal or business checks must be first party
instruments. If during any prior sale, the Bidder tendered an
instrument, which was not paid by the drawee for any reason, and the
Bidder was notified in writing by the Seller; UT-Battelle and Government
reserves the right to reject and/or debar the buyer from future sales
transactions with UT-Battelle.

Deposits accompanying bids (when required by the Invitation), which are
not accepted, will be refunded to the Bidder. Deposits of successful
Bidders may be applied against the Subcontract price.

**6. BID PRICE DETERMINATION**

When bids are solicited on a unit price basis, Bidders will insert their
unit prices and total prices in the space provided on the Bid sheet for
each item.

\(a\) In the event the Bidder inserts a total price on the item but
fails to insert a unit price; the Seller will determine the unit price
by dividing the total price by the quantity of the item set out in the
Invitation. The unit price so determined shall be used for the purpose
of bid evaluation, award and all phases of Subcontract administration.

\(b\) When bids are solicited on a \"lot\" basis, Bidders should submit
a single total price on the bid sheet.

**7. PAYMENT**

The Purchaser agrees to pay for Property awarded to him/her in
accordance with the prices quoted in his/her bid. If any adjustment or
bid deposit is required through the provisions of the Subcontract, these
must be made within the time specified in the Invitation and prior to
removal of any of the Property.

Unless otherwise specified by the Seller, payment of the full purchase
price, subject to any adjustment for variation in quantity or weight
pursuant to Condition 12 or loss damage or destruction pursuant to
Condition 14, must be made prior to the date specified for removal of
any Property. The Purchaser will in no way be released from full
compliance with the terms and conditions of this Subcontract by his
resale of the Property.

**8. TITLE**

Unless otherwise provided in the Invitation, title to the Property sold
hereunder shall vest in the Purchaser as and when full payment is
received and removal of Property has been achieved. On all motor
vehicles and motor-propelled or motor-drawn equipment requiring
licensing by the State motor vehicle regulator agency, a certificate of
release, Standard form 97, will be furnished for each vehicle and piece
of equipment unless otherwise provided in the Invitation.

**9. DELIVERY, LOADING AND REMOVAL OF PROPERTY**

\(a\) Unless otherwise provided in the Invitation, the Purchaser shall
be entitled to obtain the Property upon full payment therefore with
removal of the Property being made only from the exact place where the
Property is located within the installation and by the time specified in
the Invitation. The Purchaser must make and pay for all arrangements
necessary for packing, removal, and transportation of Property. Neither
UT-Battelle, LLC, Bechtel Jacobs Company, LLC nor the Government will
act as liaison in any fashion between the Purchaser and carrier, nor
will the Seller or Government recommend a specific common carrier.
Loading will only be performed as set forth in the Invitation, and
unless otherwise provided in the Invitation, loading will not be
performed on Saturdays, Sundays, Company holidays, or any day that the
installation where the Property is located is closed. Where it is
provided that the Seller will load, the Seller will make the initial
placement of the Property on conveyance (s) furnished by the Purchaser
and the initial placement on the Purchaser\'s conveyance shall be as
determined by the Seller. Unless otherwise provided in the Invitation,
the Seller will not block, chock, brace, lash, band, or in any other
manner secure the Property on such conveyance(s) furnished by the
Purchaser. Any details regarding removal of the Property as may not be
provided for herein or in the Invitation, shall be arranged with the
authorized representative of the Seller, which arrangements shall be
reduced to writing.

\(b\) Where it is provided in the Invitation that the Seller will not
load or that the Purchaser will load, the Purchaser will make all
arrangements and perform all work necessary to effect removal of the
Property. The Purchaser shall remove the Property at his/her expense
within the period of time allowed in the Invitation.

\(c\) If the Seller determines that the failure to remove the Property
within the period of time specified in the Invitation arose out of
causes beyond the control and without the fault or negligence of the
Purchaser, 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 Purchaser 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 Purchaser to pay a reasonable storage charge for
storage on Government or non Government property, and Purchaser shall
pay all costs incident to such storing including handling and moving
charges. The Purchaser shall reimburse the Seller for any damage to
Government property caused during the removal operations by the
Purchaser or his authorized representative including any common carrier.
These rights are in addition to the rights specified in Condition 10.
Default.

\(d\) The Property will be released only to the Purchaser or his
authorized representative. The authorized representative must furnish
authorization from the Purchaser before any delivery or release of the
Property will be made. When Property is described as being boxed,
packed, crated, skidded, or in containers, the Seller does not warrant
that the Property, as packaged, is suitable for shipment.

\(e\) 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.

**10. DEFAULT**

If the Purchaser breaches the Subcontract by failure to make payment
within the time allowed by the Subcontract as required by Condition No.
7, by failure to remove the Property as required by Condition No. 9, or
by breach of one or more of the other conditions of this Subcontract,
then the Seller may send the Purchaser a written notice of default
giving Purchaser 10 days from the date the notice was mailed to cure the
default.

> Upon Purchaser's failure to cure such default within that period, the
> Purchaser 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 Purchaser 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 Purchaser
> from any future sales transactions.

To the extent Seller has received payment from the Purchaser 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 Purchaser fails to pay amounts due for costs incurred by Seller for
storage, resale, or disposal, as described herein, Purchaser shall be
liable for interest, late payment handling charges, and penalty charges
as described in Condition 11 and all Sellers\' attorneys fees and costs
to recover said amounts.

**11. INTEREST**

Notwithstanding any other provision of this Subcontract, all payments
not received within 30 days of the invoice date including payments due
in case of default will be assessed interest at an annual rate of 6% on
the amount due from the invoice date until the date of payment. A late
payment handling charge of \$18.15 per month shall be imposed on
delinquent invoices for each 30-day period of delinquency or portion
thereof. A penalty charge assessed at an annual rate of 6% on any
principal amount not paid within 90 days of the due date will be
assessed from the date the debt becomes delinquent until the date of
payment.

**12. ADJUSTMENT FOR VARIATION IN QUANTITY OR WEIGHT**

Unless otherwise provided in the Invitation, when Property is sold by a
unit other than \"weight\", the Seller and Government reserves the right
to vary the quantity tendered or provided to the Purchaser by 10%; when
the Property is sold by \"weight\", the Seller or Government reserves
the right to vary the weight tendered or provided to the Purchaser by
25%. The purchase price will be adjusted upward or downward in
accordance with the unit price and on the basis of the quantity or
weight actually delivered. Unless otherwise provided in the Invitation,
no adjustment for such variation will be made where Property is sold on
a \"price for the lot\" basis.

**13. WEIGHING, SWITCHING, AND SPOTTING**

Where weighing is necessary to determine the exact purchase price, the
Seller or Government shall arrange for weighing the Property on
available Government scales. If circumstances warrant the use of non
UT-Battelle scales, the scales used shall be certified scales acceptable
to both parties and shall be subject to inspection and validation by
Seller. The Purchaser shall pay all switching and spotting charges
unless such services are performed with Government-owned or
Government-operated locomotives on Government Property.

**14. RISK OF LOSS**

The risk of loss or damage shall pass to the Purchaser when possession
of the Property is transferred from the Seller to the Purchaser or it's
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 Purchaser. 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 Purchaser
or it's authorized representatives. At the discretion of the Seller, the
adjustment may consist of rescission of the Subcontract and Purchaser
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 Subcontract price paid by Purchaser. 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 Subcontract
or any Condition thereof, is unauthorized and shall confer no right upon
the Bidder or Purchaser. Further, no interpretation of any provision of
the Subcontract, 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 Purchaser warrants that no person or agency has been employed
or retained to solicit or obtain this Subcontract 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 Purchaser for the purpose of doing business.
For breach of this warranty, the Seller or the Government shall have the
right to annul this Subcontract without liability or in its discretion,
to deduct from the Subcontract 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, maintained by a Purchaser for the purpose
of securing business, that neither exerts nor proposes to exert improper
influence to solicit or obtain Government Subcontracts nor holds itself
out as being able to obtain any Government Subcontract or Subcontracts
through improper influence.

\(c\) \"Bona fide employee\" as used in this clause, means a person,
employed by Purchaser and subject to the

Purchaser\'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 Subcontracts nor holds out as being able
to obtain any Government contract or Subcontracts through improper
influence.

\(d\) \"Contingent fee,\" as used in this clause, means any commission,
percentage, brokerage, or other fee that is continent upon the success
that a person or concern has in securing a Government Subcontract.

\(e\) \"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
Subcontract 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 Subcontract 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 Bidder 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 Bidder 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
Bidder and will not knowingly be disclosed by the Bidder 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 Bidder or to any
competitor, and

\(3\) No attempt has been made or will be made by the Bidder 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 Bidder'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 Bidder'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 Bidder
submitting a bid or proposal for a Subcontract, which requires
performance or delivery outside the United States, its possessions, and
Puerto Rico.

**19. ASSIGNMENT OF SUBCONTRACTS**

Purchaser shall not assign rights or obligations to third parties
without prior written consent of Seller. Administration of this
Subcontract 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
Purchaser, UT-Battle, 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 Subcontract 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 Bidder or Purchaser 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 Subcontract, 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 Subcontract, 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 Subcontract price of the withdrawn Property or such
portion of the Subcontract price, as it may have received. Purchaser
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 BIDDERS**

The Bidder 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. For
breach of this warranty, this Subcontract shall be deemed in default
under Condition 10.

**23. PERSONS PROHIBITED FROM OR LIMITED IN BIDDING**

If the Bidder is an employee of Oak Ridge National Laboratory, the U.S.
Department of Energy, or a Subcontractor 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 WITHDRAWALOF 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 Bidder or his authorized representative may also
    withdraw a bid in person prior to the exact time set for receipt of
    bids. The acceptance of electronic or facsimile modifications or
    withdrawal of bids are valid only when the bidder has received a
    verification of receipt of the modification or withdrawal from the
    ORNL Property Management organization prior to the exact time set
    for receipt of bids.

(c) Notwithstanding (a) and (b) of this provision, a late modification
    of an otherwise successful bid, 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 Bidder\'s responsibility to ascertain and comply with all
applicable Federal, State, Local and multi-jurisdictional laws,
ordinances, orders and regulations pertaining to the registration,
licensing, handling, possession, transportation, transfer, export,
processing, manufacture, sale use or disposal of the Property, and
provide written proof of registration, licensing, or other requirements.
Purchasers 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.

**26. EXPORT CONTROLLED PROPERTY**

Personal Property purchased from the Seller is not be authorized for
export/ import from/to the country where the personal Property is
located. If export/import is allowed, the Purchaser is solely
responsible for obtaining required clearances, licenses, or approvals.
The Purchaser 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 is subject
to all applicable U.S. laws and regulations, including the Atomic Energy
Act of 1954, as amended; the Arms Export Control Act (22 USC 2751 et
seq.); the Export Administration Act of 1979 (560 USC Append 2401 et
seq.); Doe Regulations (10 CFR Part 810); International Traffic in Arms
Regulations (22 CFR 120 et seq.); Export Administration Regulations (15
CFR 730 et seq.); Foreign Assets Control Regulations (31 CFR 500 et
seq.); and the Espionage Act (37 USC 791 et seq.) 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.

**PROLIFERATION SENSITIVE PROPERTY ACKNOWLEDGEMENT**

In the event that proliferation sensitive Property, as identified on the
U.S. Munitions List (22 CFR 121) or the International Atomic Energy
Agency Information Circular (INFCIRC) 254 Part I (the Trigger List), is
inadvertently included in this sale, the Purchaser agrees that that
portion of the sale covering proliferation sensitive property is void,
and, if such Property has been received by Purchaser, the Purchaser will
return the Property to UT-Battelle LLC/DOE-ORO. If payment has been
made, the purchase price only shall be refunded to the Purchaser.

**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 Statutory and common law
regarding Government contracts; in the absence of applicable federal law
the laws of the State of Tennessee shall apply. Any litigation shall be
brought and prosecuted 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 Purchaser agrees to indemnify and hold harmless UT-Battelle, LLC,
Bechtel Jacobs Company, 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 Purchaser, its contractors, and customers of
material obtained under this contract.

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