Att 2 - Sample Construction Subcontract WOA FFP.pdf

Alliance for Sustainable Energy, LLC Management and Operating Contractor for the National Renewable Energy Laboratory

Subcontract under DOE Prime Contract No.

DE-AC36-08GO28308

BETWEEN

Contracting Party: Alliance for Sustainable Energy, LLC 15013 Denver West Parkway Golden, CO 80401-3111

AND

This Agreement (including all executed modifications) contains the entire understanding between the parties, and there are no understandings or representations except those set forth or incorporated by reference herein. No subsequent modifications of this agreement shall be of any force or effect unless in writing signed by a duly authorized official of the ALLIANCE FOR

SUSTAINABLE ENERGY, LLC.

IN WITNESS WHEROF, the parties have executed this Agreement as of the date below.

ACCEPTED: COMPANY NAME AUTHORIZED: ALLIANCE FOR SUSTAINABLE

ENERGY, LLC

BY:

BY:

NAME:

NAME:

TITLE:

TITLE:

DATE:

DATE:

Agreement Type Work Ordering Agreement - Construction

Subcontractor: Company Name

Street Address

City, State Zip + 4

Agreement Number AGR-2024-24116

Modification Number 0

Period of Performance Start

Date Agreement Ceiling Amount: $

Period of Performance End

Date Agreement Funded Amount $

Options Included Y Options Included

Buyer/Subcontract Administrator: Accounting Specialist: Accounts Payable Scott Rydwell Technical Monitor/POC: Donny Haupt Scott.Rydwell@nrel.gov Bill To: accounts.payable@nrel.gov

Payment Terms: Net 15 Project Title:

Minor Construction for Roof Repairs – Work Ordering Agreement mailto:accounts.payable@nrel.gov

Sample Subcontract: AGR-2024-24116

Line Part Number/Description Quantity UOM Unit Price (USD) Tax Amount (USD)

1 -$

-$ Total:

INTRODUCTION & AGREEMENT

THIS WORK ORDERING AGREEMENT (WOA) is effective upon execution by the Alliance for Sustainable Energy, LLC, the manager and operator of the National Renewable Energy Laboratory, whose principal office is located in Golden, Colorado and ________ (hereinafter called "Subcontractor").

The Alliance for Sustainable Energy, LLC (hereinafter called “Alliance”) has entered into Contract No. DE-AC36-08GO28308 (hereinafter called "Prime Contract") with the Department of Energy (hereinafter called "DOE"), an agency of the U.S. Government (hereinafter called "Government"), for the management and operation of the National Renewable Energy Laboratory (hereinafter called “NREL”). All references to “NREL” in this Work Ordering Agreement shall mean the Alliance for Sustainable Energy, LLC.

The text of some of the Applicable Documentation incorporated into this Work Ordering Agreement, including but not limited to “Specifications”, contains construction industry standard text that may not accurately reflect the actual relationship of the parties to this Work Ordering Agreement. The following substitutions shall be made as appropriate in the text of the Applicable Documentation incorporated into this Work Ordering Agreement.

1. “Alliance for Sustainable Energy, LLC” for “NREL” to identify the Prime Contractor to the US Department of Energy.

2. “Alliance for Sustainable Energy, LLC” for “Owner” to identify the Prime Contractor as the representative of the “Owner”, the US Department of Energy.

3. “Subcontractor” for “Contractor” or “General Contractor” or “Construction Contractor” to identify the Subcontractor that is the lead contracting party to the Work Ordering Agreement.

4. Subcontract or Work Ordering Agreement” for “Contract” to identify that this Subcontract is subordinate to the Prime Contract.

5. “Lower-Tier Subcontractor” for “Subcontractor” to identify the “trades” and “vendors” providing goods and services to the Subcontractor that is the lead contracting party to this Work Ordering Agreement.

This Work Ordering Agreement is entered into in furtherance of the performance of the work provided for in the Prime Contract.

WORK TO BE PERFORMED

The Subcontractor shall perform the work specified for each individual Work Order authorized and issued by NREL under this Work Ordering Agreement. The effort required by individual Work Orders authorized and issued by NREL under this Work Ordering Agreement may include, but is not necessarily limited to, the type of work generally described in Appendix A, Statement of Work, attached hereto and made a part hereof, pursuant to the provisions of this Work Ordering Agreement.

Specific deliverables (Construction Documents: Drawings, Specifications, etc.), scopes of required work effort, quantities, due dates, reporting requirements, and addresses will be specified in the Statement of Work for each individual Work Order authorized and issued by NREL under this Work Ordering Agreement.

THE PERIOD OF PERFORMANCE, OPTION TO EXTEND THE TERM OF THE WORK

ORDERING AGREEMENT, AND CONSTRUCTION WAGE RATE REQUIREMENTS

1. The period of performance under this Work Ordering Agreement shall be as follows:

Basic Period: Execution through 12 months Option Period 1: Month 13 through Month 24 (If exercised) Option Period 2: Month 25 through Month 36 (If exercised) Option Period 3: Month 37 through Month 48 (If exercised) Option Period 4: Month 49 through Month 60 (If exercised)

NREL will make a decision, based on its sole judgment, whether or not to continue and exercise each Option of this Work Ordering Agreement, prior to the completion date of each period. If all Options are exercised by NREL, the total period of performance for the Basic Period and all Options will be sixty (60) months. If NREL should decide not to exercise an Option, the Work Ordering Agreement shall be considered complete upon acceptance of the final deliverables for any individual Work Order(s) issued during the preceding Basic Period or Option.

In the event NREL exercises one or more Options under this Work Ordering Agreement, the NREL Subcontract Administrator will incorporate the Department of Labor's Construction Wage Rate Requirements (formerly known as Davis-Bacon) applicable at the exercise of each Option. The applicable wage determination(s) shall be effective without further revision for the complete period of performance of individual Work Orders issued during each Option period. The NREL Subcontract Administrator will make no adjustment in the ceiling amount of this Work Ordering Agreement, the price of any individual Work Order, or the fully burdened labor rates specified for any Option period to cover any increases or decreases in wages and benefits as a result of incorporation of the Department of Labor's wage determination applicable at the exercise of each Option.

2. The period of performance for each individual Work Order authorized and issued by NREL shall be specified in that Work Order. If the period of performance for an individual Work Order authorized and issued by NREL during the WOA's period of performance extends beyond the completion date for this WOA, then this WOA's terms and conditions shall continue in effect for the term of the Work Order.

3. Substantial and Final Completion are defined below. The time stated for completion shall include final cleanup of the premises.

1. Substantial Completion is defined as “when the work or designated portion thereof is sufficiently complete and inspected, in accordance with the subcontract documents, so that final commissioning can be conducted,” and shall be recognized via issuance of a Certificate of Substantial Completion from the NREL Subcontract Administrator to Subcontractor.

2. Final Completion is defined as “when all work reasonable inferable from the subcontract documents has been completed, approved and accepted by NREL, including the final cleanup of the premises, completion of all final inspection punch list items, and submission of all required documents including warranties,” and shall be recognized via NREL’s remittance of final payment.

3. Warranty Period is defined as “one year post final completion”.

PRICE AND PAYMENT

1. In full consideration of the Subcontractor's performance of each individual Work Order authorized and issued under this Work Ordering Agreement, NREL shall pay the Subcontractor the firm fixed price specified in the individual Work Order in accordance with the payment schedule for that specific Work Order. Nothing in this Work Ordering Agreement shall be construed to state or imply any agreement by NREL to place Work Orders with the Subcontractor.

2. The total amount of all individual Work Orders issued under this WOA, if all options are exercised, shall not exceed the ceiling amount of $1,250,000.0 The ceiling amount is as follows:

Basic Period: $ 250,000.00 Option Period 1: $ 250,000.00 (If exercised) Option Period 2: $ 250,000.00 (If exercised) Option Period 3: $ 250,000.00 (If exercised) Option Period 4: $ 250,000.00 (If exercised) Total: $ 1,250,000.00 (If all Options are exercised)

No single individual Work Order shall be issued under this Work Ordering Agreement that exceeds $100,000.00 unless mutually agreed upon by both the Subcontractor and the NREL Subcontract Administrator for this WOA. No individual Work Order shall be modified to increase scope or dollar amount without prior written approval from the Subcontract Administrator.

3. The Subcontractor is hereby reminded that it is has entered into the subject Work

Ordering Agreement with the Alliance for Sustainable Energy, LLC, managing and operating contractor for the National Renewable Energy Laboratory, a 50l(c)(3), tax-exempt organization. The Alliance for Sustainable Energy, LLC has also received a State of Colorado Tax Exempt Organization Number, No. 98-19771-0000, and city of Lakewood Tax Exemption Certificate Number, No 47856.

For purposes of performing the work identified under this Work Ordering Agreement the Subcontractor shall be acting in the capacity of the Project's "General Contractor" (Subcontractor/General Contractor). As such, Subcontractor/General Contractor is responsible for reviewing, completing and submitting the State of Colorado - Department of Revenue for DR 0172, Contractor Application for Exemption Certificate, to the Colorado Department of Revenue ·to apply for all permissible tax exemptions for the purchase of construction and building materials for the exempt project performed under this Work Ordering Agreement. Additionally, pursuant to Colorado Statute § 39-26 .708(1), (2), & (3), The Subcontractor/General Contractor is responsible for issuing certificates to each lower-tier Subcontractor performing work under this Work Ordering Agreement.

4. Invoices for Work Order work accomplished under this Work Ordering Agreement shall be submitted electronically in the spreadsheet format provided by the American Institute of Architects Forms G702 and G703 and shall include a Critical Path Method (CPM)

Schedule and Schedule of Values as described in the “Notice to Proceed” article to the following email address:

• Email address: Accounts.Payable@nrel.gov

• Individual Work Order Number:

• Subcontractor Name:

• Invoice Attached

5. To facilitate processing and payment each invoice must reference the following items:

• Individual Work Order Number:

• Subcontractor Name and Remit to Address

• Item No., Description of Work and Scheduled Value

• Application Number and Billing Period

• Certification and Signature

• Any other information or documentation required by other provisions of this

• Work Ordering Agreement.

6. The payment terms of this Work Ordering Agreement shall mean net days from the date of receipt of an acceptable invoice [including appropriate certification(s) and payroll records]. Final payment by NREL shall be contingent upon inspection and acceptance of the construction effort required by this Work Ordering Agreement, and receipt by NREL of an appropriately signed "Release of Claims" form from the Subcontractor.

7. Any payments made under this Work Ordering Agreement shall not be deemed to prejudice any rights that NREL may have by law or under other provisions of this Work Ordering Agreement.

8. Invoices (per required formatting stated in Paragraph 4 above) for individual Work Order work accomplished under this Work Ordering Agreement shall be submitted in an original form satisfactory to the Subcontract Administrator, accompanied by the following "Certificate of Payment". An authorized representative of the Subcontractor shall affix and sign the following certification on each invoice submitted for payment:

“I hereby certify, to the best of my knowledge and belief, that (1) the amounts requested are only for performance in accordance with the specification, terms, and conditions of the Subcontract; (2) payments to lower-tier subcontractors and suppliers have been made from previous payments received under this Subcontract, and timely payments will be made from the proceeds of the payment covered by this certification, in accordance with lower-tier subcontract agreements and the requirements of Chapter 39 of Title 31, United States Code; and (3) this request for progress payments does not include any amounts which the Subcontractor intends to withhold or retain from a lower-tier subcontractor or supplier in accordance with the terms and conditions of the lower-tier subcontract.

Authorized Official’s Signature

Authorized Official’s Typed or Printed Name

Authorized Official’s Title

Date”

9. The Subcontractor is hereby notified that NREL may withhold payment on invoices submitted, if the Subcontractor has failed to comply with or is delinquent in the submission of the certified payroll reporting or deliverable requirements issued under the individual Work Order associated with the fixed price payment, until such time as the Subcontractor has complied or submitted such reporting or deliverable requirements.

10. Release of Claims

The Subcontractor shall execute and deliver at the completion of all work effort under this Work Ordering Agreement, a release of claims discharging the Government and NREL, their officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this Work Ordering Agreement, subject only to the following exceptions:

a) Specified claims, in stated amounts or in estimated amounts, where the amounts are not susceptible to exact statement by the Subcontractor.

b) Claims, together with reasonable incidental expenses, based upon the liabilities of the Subcontractor to third parties arising out of performing the individual lower-tier subcontracts under this Work Ordering Agreement, that are not known to the Subcontractor on the date of the execution of the release, and of which the Subcontractor gives notice in writing to the Subcontract Administrator not more than six (6) years after the date of the release or the date of any notice to the Subcontractor that NREL is prepared to make final payment, whichever is earlier.

c) Claims for reimbursement of costs (other than expenses of the Subcontractor by reason of its indemnification of NREL against patent liability), including reasonable incidental expenses, incurred by the Subcontractor under the terms of this Work Ordering Agreement relating to patents.

11. Refunds

The Subcontractor agrees that any refunds, rebates, or credits (including any related interest) accruing to or received by the Subcontractor (or any successor in interest to this Work Ordering Agreement) that arise under the expenses portion of the individual Work Order or this Work Ordering Agreement and for which the Subcontractor has received reimbursement, shall be paid by the Subcontractor to NREL. The Subcontractor (or any successor in interest to this Work Ordering Agreement) shall execute and deliver, at the time of and as a condition precedent to final payment, an assignment to NREL of such refunds, rebates, or credits (including any interest) in form and substance satisfactory to the Subcontract Administrator.

LIMITATION OF PRICE AND SUBCONTRACTOR OBLIGATIONS

1. Funds available for performance are described in the Article entitled "Price and Payment". The amount of funds available at award is not considered sufficient for the performance required for any tasks under Appendix A, Statement of Work other than the deliverable specified in the Article entitled "Price and Payment". When additional funds are available for the subcontract, NREL shall so notify the Subcontractor in writing.

NREL shall also modify the amount of funds described in Paragraph 2 of the Article entitled "Price and Payment" as available for subcontract performance.

2. NREL is not obligated to the Subcontractor for any amount over that described in Paragraph 2 of the Article entitled "Price and Payment" available for Subcontract performance.

3. The Subcontractor is not obligated to incur costs for the performance required for effort associated with deliverables not designated as being covered by the available funds unless and until written notification is received from the Subcontract Administrator of an increase in availability of funds. If so notified, the Subcontract's obligation shall increase only to the extent Subcontract performance is required for the additional deliverable(s) for which funds are made available.

4. If this Subcontract is terminated under the "Termination for Convenience of NREL" clause, "total Subcontract price" in that clause means the amount available for the performance of this Subcontract, as in Paragraph 1 above, plus any amount established as the cancellation ceiling. "Work under the Subcontract" in that clause means the work under deliverable requirement for which funds have been made available. If the Subcontract is terminated for default, NREL's rights under this Subcontract shall apply to the entire requirement.

5. Notification to the Subcontractor of an increase or a decrease in the funds available for performance of this Subcontract under another article or clause (e.g., an "Option" or "Changes" clause) shall not constitute the notification contemplated by Paragraph 1 of this article.

WORK ORDERING PROCESS (CONSTRUCTION)

The process for issuing individual Work Orders under this Subcontract shall be as follows:

1. NREL shall request a proposal from the Subcontractor

2. for each individual Work Order. The Subcontractor shall prepare and submit an individual Work Order proposal that includes the following elements:

a) A technical proposal that indicates the acceptance of the proposed individual Work Order's Statement of Work (SOW).

b) A firm fixed price proposal that consists of the following sections:

i. Direct Materials - A breakdown of all direct materials required by the Subcontractor to perform the effort.

ii. Fully Burdened Fixed Rate Direct Labor - A breakdown of the Subcontractor's personnel and their lower-tier Subcontractor personnel who are proposed to perform work under this individual Work Order broken down by individual or category, hours, the fixed labor rates as specified below, and total proposed labor amount.

iii. Equipment - A list of all equipment and its related cost required by the Subcontractor to perform the effort.

iv. Lower-tier Subcontractors - Identify each proposed lower-tier Subcontractor's amount. Include a proposal from the lower-tier Subcontractor that contains the same information as required by the Subcontractor. Note that the lower-tier Subcontractor shall be required to submit complete, current cost or pricing data to substantiate its proposed direct and indirect costs.

v. Total Cost of Construction Amount.

c) A proposed period of performance to complete the work shall be described in the individual Work Order.

d) All individual Work Orders with a period of performance of thirty (30) calendar days or less will be processed for one (1) payment upon 100% completion of the individual Work Order requirement and acceptance by NREL.

3. Each individual Work Order's proposal shall be reviewed by NREL, and negotiations for that individual Work Order shall be conducted between the Subcontractor and the NREL Subcontract Administrator, Project Manager, or Technical Monitor.

4. The Technical Monitor has authorization to place Work Orders up to a total of $10,000.00 per work order.

Any work order that exceeds $10,000.00 (total, cumulative), and any modifications increasing scope or funding of a previously executed Work Order, shall require written pre-approval by the Subcontract Administrator before it can be issued to the Subcontractor by the Technical Monitor.

Any changes affecting the description and/or scope of work, deliverables and the Work Order amount shall require a written preapproval by the Subcontract Administrator.

5. Upon conclusion of the negotiations, NREL will issue an individual Work Order for execution and return. Each individual Work Order shall become a binding Subcontract upon final execution.

6. Notices to Proceed will be executed annually on this Work Ordering Agreement to cover the total scope of work anticipated for each period. Upon final acceptance and award of each individual Work Order, the Subcontractor shall commence the effort as stated in the Work Order, subject to on-site and ESH&Q approvals.

7. The Subcontractor shall utilize the following General Condition rates which include direct labor, direct labor overhead, general and administrative (G&A) rates, and profit to prepare proposals for General Conditions Costs on individual Work Orders. Individual Work Orders that require rates not listed below may be proposed by the Subcontractor for review and acceptance by NREL.

FULLY BURDENED HOURLY LABOR RATES

Category Hourly Labor Rate Key Personnel Name(s)

Project Manager

Superintendent

Safety Manager

Payroll Administrator

Project Engineer

Estimator

Project Supervisor

Project Coordinator

Hourly rates will be assessed and modified annually utilizing the Consumer Price Index

(CPI).

The following rate factors will be applied as and when appropriate for the entire period of performance:

Type of Rate Rate Application Base Description

Overhead Rate X% Direct Labor & Non-

Labor General Conditions Costs

(applied before bond costs)

Not Applicable to Fully Burdened Labor (General

Conditions Labor), Materials or

Lower-Tier Subcontractors G&A Rate X% Profit Rate X%

Material & Rental Markup X% Material Costs & Rental Fees

Includes Material Handling, Freight and Profit- this is the only allowable markup to materials & rental fees

Lower-Tier Subcontract Markup X%

Lower-Tier Subcontractor

Proposals

Includes G&A, Overhead and

Profit- this is the only allowable markup to lower-tier Subcontractor proposals

8. Notwithstanding any provision herein to the contrary, nothing in this Work Ordering

Agreement shall prevent NREL from soliciting competitive proposals to perform work within the scope of work described in Appendix A, Statement of Work.

APPLICABLE DOCUMENTATION

In addition to the terms and conditions contained in this Schedule, the following documents are attached hereto and made a part of this Work Ordering Agreement:

1. Appendix A, entitled “Statement of Work”, dated 9/14/2023;

2. NREL Appendix B-4, Standard Terms and Conditions for Construction Subcontracts, dated 3/1/2021.

3. Appendix C-3, entitled “Intellectual Property Provisions”, dated 3/1/2020.

4. NREL Appendix D, Standard Terms and Conditions for Subcontracts in Excess of

$700,000

5. NREL Appendix G, Construction Wage Rate Requirements

• CO20240023, Rev. 1 dated 2/23/2024 (Building)

6. Subcontractor’s approved WOA technical proposal number dated **/**/** together with any revisions, is hereby incorporated by reference. In the event there is a conflict between the Subcontractor’s technical proposal and any other provisions of this Subcontract, the latter shall prevail.

ORDER OF PRECEDENCE

Any inconsistency in this Subcontract shall be resolved by giving precedence in the following order:

1. This Schedule;

2. Statement of Work (Appendix A);

3. Standard Terms and Conditions (Appendix B-4);

4. Intellectual Property Provisions (Appendix C-3);

5. NREL Appendix D, Standard Terms and Conditions for Subcontracts in Excess of

$700,000

6. NREL Appendix G, Construction Wage Rate Requirements

7. Other provisions of this Work Ordering Agreement whether incorporated by reference or otherwise (i.e., Work Order); and

8. The Subcontractor’s approved WOA technical proposal, if incorporated in this

Subcontract by reference or otherwise.

CONSTRUCTION SUBCONTRACTOR PAYROLL SUBMISSION REQUIREMENTS

(CONSTRUCTION)

Unless otherwise authorized by NREL all weekly payroll information required under the PAYROLLS AND BASIC RECORDS clause of NREL Appendix B-4 shall be submitted electronically utilizing the LCP Tracker system, which is available at https://prod.lcptracker.net.

RIGHTS TO PROPOSAL DATA

Except for technical data contained on pages (None) of the Subcontractor's proposal dated **/**/** which are asserted by the Subcontractor as being proprietary data, it is agreed that, as a condition of the award of this Subcontract, and notwithstanding the provisions of any notice appearing on the proposal, the Government and NREL shall have the right to use, duplicate, disclose and have others do so for any purpose whatsoever, the technical data contained in the proposal upon which this Subcontract is based.

https://prod.lcptracker.net/

SUBCONTRACT ADMINISTRATION RESPONSIBILITIES

1. Signature Authority:

This Work Ordering Agreement may only be modified or changed by a binding direction signed by an authorized official of NREL.

2. Subcontract Administration Responsibilities:

Note: The Subcontract Administrator shall mean the designated NREL official for the

WOA or the Subcontract Administrator designated as the NREL Official for individual Work Orders issued under the WOA.

a) The authorized NREL official designated as the Subcontract Administrator for this Work Ordering Agreement has the responsibilities for administering the Work Ordering Agreement and directing binding modifications and changes to this Work Ordering Agreement.

The authorized NREL official designated as the Subcontract Administrator for individual Work Orders has the responsibilities for administering those Work Orders including directing binding modifications and changes to those Work Orders.

b) The Subcontract Administrator is the only individual authorized to direct to the

Subcontractor binding modifications and changes under this Work Ordering Agreement or individual Work Orders and such authority shall remain solely with the Subcontract Administrator regardless of any other provisions of this Work Ordering Agreement. With Project Manager’s concurrence, the Subcontract Administrator shall direct such binding modifications and changes in writing to the Subcontractor. The Subcontractor shall address all contractual and administrative correspondence directly to the appropriate Subcontract Administrator.

c) Except for changes resulting from an emergency described in subparagraph below, no written or verbal statement from the Project Manager or any other unauthorized individual shall be construed to be a binding direction unless or until the Subcontract Administrator directs to the Subcontractor a written modification or change to this Work Ordering Agreement. The Subcontractor assumes the risk and sole expense of any such unauthorized changes and hereby waives all rights to costs and time extensions that stem directly from changes made without prior written direction from the designated Subcontract Administrator. NREL shall make no adjustment to the Work Ordering Agreement price and/or performance period for changes made by the Subcontractor without the binding direction of the designated Subcontract Administrator.

d) In the event that the Subcontractor is directed by the Project Manager or any unauthorized individual to make a change resulting from an emergency that requires the Subcontractor to take immediate action, the Subcontractor shall be entitled to an equitable adjustment in Work Ordering Agreement or Individual Work Order price and performance period (if any) covering only that period up to and no later than the second working day after the date on which the emergency occurred. Emergencies are subject to being deemed appropriate and the price being fair and reasonable by the designated Subcontract

3. Project Management Responsibilities:

a) The authorized NREL official designated as the Project Manager for each individual Work Order has the accountability for stewardship of the Subcontractor’s technical project performance with respect to the scope, schedule, and budget under this Work Ordering Agreement. The Subcontractor shall address all correspondence regarding technical project performance on individual Work Orders to the Project Manager, with an informational copy sent to the designated Subcontract Administrator.

b) The Project Manager is accountable for stewardship of the Subcontractor’s technical project performance but is not authorized to direct to the Subcontractor binding modifications and changes to the Subcontractor’s technical project performance, including scope of work, schedule, budget, performance period, or terms and conditions on Work Orders awarded under this Work Ordering Agreement.

Except for changes resulting from an emergency that requires the Subcontractor to take immediate action, any change made by the Subcontractor based on a statement from the Project Manager shall be at the risk and sole expense of the Subcontractor. The Subcontractor shall immediately refer all such changes to the designated Subcontract Administrator.

4. Construction Inspector/Manager Responsibilities:

a) The authorized official of NREL has designated ** as the Construction

Inspector/Manager for this Subcontract with the accountability for all inspection and testing before acceptance to ensure strict compliance with the terms of the subcontract. The Construction Inspector/Manager’s telephone number is (303) ***-****. The Subcontractor shall notify the Construction Inspector/Manager when stages of work are ready for inspection and testing for acceptance.

b) The NREL Construction Inspector/Manager, together with representatives of

NREL’s Environmental Safety & Quality Electrical Safety group are accountable for acceptance of work in accordance with the Inspection clauses set forth in Appendix B.

c) With the exception of inspection requirements associated with its Quality

Assurance/Quality Control outlined in the Subcontractor’s Quality Assurance Plan, the Subcontractor shall not inspect its own work performed under this subcontract.

TIME IS OF THE ESSENCE

NREL and the Subcontractor mutually agree that time is of the essence with respect to the dates and times set forth in the subcontract documents.

SUBCONTRACTOR’S SAFETY MANAGER

The Subcontractor shall have a competent full-time Environmental, Health and Safety (EHS) Professional Safety Manager, who is acceptable to the Subcontract Administrator and has authority to act for the Subcontractor, on site at all times during the construction phase of the individual work orders. The Subcontractor’s Professional Safety Manager must be an employee of the Subcontractor.

SUBCONTRACTOR’S SUPERVISOR

The Subcontractor shall have a competent Construction EHS Supervisor, who is acceptable to the Subcontract Administrator and has authority to act for the Subcontractor, on site at all times during the construction phase on individual work orders. The Subcontractor’s designated competent Construction EHS Supervisor must be an employee of the Subcontractor.

KEY PERSONNEL

1. The key personnel listed below, or other personnel approved by the Subcontract

Administrator as persons of substantially equal abilities and qualifications, are necessary and key to the successful performance of this Work Ordering Agreement. The Subcontractor agrees to assign such employees or persons to the performance of the work under this Work Ordering Agreement and shall not reassign or remove any of them without prior written approval of the Subcontract Administrator. If, for any reason not the fault of the Subcontractor, one or more of these individuals are unavailable to work under this Work Ordering Agreement, the Subcontractor shall, with the approval of the Subcontract Administrator, replace such employee with an individual of substantially equal abilities and qualifications.

Name Labor Category Telephone No. Email

NOTICE TO PROCEED REQUIREMENTS

Prior to the commencement of any on-site construction scope of work being performed on this Work Ordering Agreement, the Subcontractor shall submit the following deliverables for Subcontract Administrator’s acceptance, prior to issuance of Notice to Proceed (NTP) for this Work Ordering Agreement. Prior to any work being performed on a work order, a Safe Work Permit will be issued by NREL ESH&Q for each individual work order.

Item No.

Deliverable

Due Date/Requirement

1. Performance and Payment Bonds (required at the WOA ceiling annually)

After WOA Award and Prior to Issuance of Notice to Proceed (NTP).

2. Insurance Certificate Requirements (as specified in Appendix B-4). The insurance

After WOA Award and Prior to Issuance of NTP of the certificate is required at the WOA level to cover individual Work Orders. The Subcontractor shall maintain a current certificate of insurance at all times during the period of performance of the WOA and shall submit any updates in a timely manner to the designated Subcontract Administrator of the WOA.

first Work Order and shall remain current for each Work Order thereafter.

3. Construction Environment, Health and Safety Plan (CEHSP)

After WOA Award and Prior to Issuance of NTP or upon request.

4.

Environment, Safety, and Health Offeror or Lower-Tier Subcontractor Risk Evaluation Worksheet. A worksheet is required for the Subcontractor and all lower-tier Subcontractors prior to performing work respectfully to the construction schedule.

After Work Order Award and prior to issuance of Safe Work Permit.

Important Note: Acceptable EMRs are required prior to site access for Subcontractor and all lower-tier Subcontractors performing construction work on any of the NREL properties.

5.

NREL Statement and Acknowledgment Form 1413 with NREL Site Specific Clause. An NREL provided SF1413 is required for the Subcontractor and all lower-tier Subcontractors respectfully to the construction schedule and prior to site access.

After Work Order Award and prior to lower-tier Subcontractor(s) arrival on-site.

6.

LCPTracker Setup for Construction Wage Rate Requirements/Payrolls. Required for Subcontractor and Lower-tier employees subject to the Department of Labor’s Wage Rate Reporting Requirements and Construction Wage Rate Requirements. (As specified in the “Construction Subcontractor Payroll Submission Requirements” Article)

After WOA Award and Prior to Issuance of Notice to Proceed and required Weekly after commencement of work.

SCHEDULES FOR CONSTRUCTION SUBCONTRACTS (WORK ORDERING AGREEMENT)

1. The scheduled period of performance for any individual Work Order is described on the Work Order itself, and upon acceptance by the Subcontractor of any individual Work Order subsequently executed by the NREL Subcontract Administrator, the Subcontractor shall adhere to the stated period of performance. If the Subcontractor fails to complete any individual Work Order within the time prescribed, the NREL Subcontract Administrator may withhold approval of progress payments until the Subcontractor either completes Work Order or submits a revised schedule requesting a revision to the Work Order’s period of performance.

2. The Subcontractor shall enter the actual progress on all Work Orders on a monthly pay application submittal as directed by the NREL Subcontract Administrator and using AIA

Standard Forms G702 and G703. If, in the opinion of the NREL Subcontract Administrator, the Subcontractor falls behind the approved schedule, the Subcontractor shall take steps necessary to improve its progress, including those that may be required by the NREL Subcontract Administrator, without additional cost to NREL. In this circumstance, the NREL Subcontract Administrator may require the Subcontractor to increase the number of shifts, overtime operations, days of work, and to submit for approval any supplementary schedule or schedules in chart form as the NREL Subcontract Administrator deems necessary to demonstrate how the approved rate of progress will be regained.

3. Failure of the Subcontractor to comply with the requirements specified under this article shall be grounds for a determination by the NREL Subcontract Administrator that the Subcontractor is not prosecuting the work with sufficient diligence to ensure completion within the time specified in the Work Ordering Agreement or individual Work Orders.

Upon making this determination, the NREL Subcontract Administrator may terminate the Subcontractor's right to proceed with the work, or any separable part of it, in accordance with the default terms and conditions of this Work Ordering Agreement and Appendix B- 4.

SUBCONTRACTOR’S SAFETY OVERSIGHT

The Subcontractor shall designate a Qualified Construction Supervisor (as defined in the attached Appendix A), who is satisfactory to the designated Subcontract Administrator and has authority to act for the Subcontractor, on site at all times during the performance of any construction activities under this Work Ordering Agreement. The Subcontractor’s designated Qualified Construction Supervisor must be an employee of the Subcontractor and is responsible for Safety Oversight of all work performed under this Work Ordering Agreement. The designated Qualified Construction Supervisor shall be considered “key personnel”.

PUBLICITY RELEASE AND PUBLIC AFFAIRS

1. Publicity release of any nature in connection with this Work Ordering Agreement shall be coordinated as provided in the “Public Affairs” clause of Appendix B-4. The Subcontractor shall not make without prior review and approval of the NREL Subcontract Administrator, any publicity release of any nature of general, non-technical information in connection with this Work Ordering Agreement. For purposes of this Work Ordering Agreement, general, non-technical information means any information concerning the existence of the Work Ordering Agreement, the identity of the parties, and the scope and general character of the research or technical activity. As used in this Article, “publicity release” does not include a lawful inspection of the Subcontractor’s records conducted pursuant to Federal or State public records access statutes. The Subcontractor may report specifics regarding the formation and execution of this Work Ordering Agreement in its internal publications without prior review and approval of the NREL Subcontract

2. Data rights are set forth in Appendix C hereof.

WASTE DISPOSAL

In accordance with the clause entitled "Cleaning Up" of Appendix B-4 the Subcontractor shall be responsible for maintaining a clean and neat construction site and for removing and disposing of all scrap and waste (including any hazardous or toxic material) from the construction site in accordance with all applicable laws or regulations at no additional cost to NREL. The Subcontractor shall be responsible for disposing of all excess soil or waste material from excavations made by the Subcontractor, unless otherwise specified in each individual Work Order issued under this Work Ordering Agreement.

PROGRESS MEETINGS AND REPORTS

1. Preconstruction Meeting: A pre-construction meeting may be required prior to commencing construction depending on the complexity of the work. The purpose of the meeting is to coordinate all aspects of the Work Order including the construction schedule and the special requirements for environmental, safety and security associated with performance of the work on a government-owned or leased facility as well as any special requirements for the specific location and/or type of work identified in the Work Order.

2. Periodic Progress Reports: The Subcontractor may prepare, and require its lower-tier

Subcontractors to prepare, periodic reports to be kept on file until individual Work Order closeout, recording all construction activities at all construction sites, including any safety issues or concerns. The ESH&Q POC and the NREL Project Manager may review these periodic reports, as requested, and may require the Subcontractor to submit electronic copies of any periodic reports to NREL.

3. Verbal Reports: The Subcontractor shall provide verbal reports to the NREL Project

Manager, as requested, to ensure that NREL is informed of all progress made and any problems that might cause a delay in the completion of any individual Work Order.

These verbal reports will ensure that NREL is afforded the opportunity to take appropriate action to avoid or mitigate any problems as they arise under the individual Work Orders.

4. Progress Meetings Upon Request: The Subcontractor shall be required to attend Work

Order progress meetings, as considered necessary and requested by NREL Project Manager. The Subcontractor shall ensure that any of its lower-tier Subcontractors also attend these meetings, as required. The purpose of these meetings shall be to review current and proposed work schedules and progress, discuss and resolve construction problems, and resolve administrative matters.

EXISTING SERVICES AND UTILITIES

1. The term "services and utilities" as used here is defined as including, but not limited to, roads, ditches, electrical, phone/data, sewer, water, fencing, etc.

2. If applicable to the performance of work on individual Work Orders issued under this Work Ordering Agreement, the locations of existing underground services and utilities as indicated on the drawings are approximate, and a utility “locate” may be required.

3. The Subcontractor shall be responsible for the actual necessary connection(s) to any existing service or utility required in the performance of individual Work Order issued under this Work Ordering Agreement.

4. The Subcontractor is hereby notified that all underground electrical systems and other systems covered by the NREL lockout/tagout program shall be de-energized and locked out during excavations within 5 feet of those systems. Exceptions to this requirement must be approved in writing by the NREL Subcontract Administrator, after concurrence by the NREL Project Manager and the NREL Environment, Safety, Health and Quality (ESH&Q) representative. Such outage shall be coordinated with NREL’s Project Manager in accordance with Paragraph (5) below.

5. No planned outage will be permitted without prior consent of the NREL Project Manager.

The Subcontractor shall coordinate with NREL's Project Manager five (5) full NREL normal working days prior to any approved planned interruption of existing services and utilities required for performance of individual Work Orders issued under this Work Ordering Agreement. Interruption of existing services and utilities includes, but is not limited to, existing equipment, piping, electrical service or other utilities, which must be disconnected, shut off, relocated or otherwise modified. The Subcontractor shall be responsible for reconnecting and restoring to the original operating conditions any equipment that was disconnected or put out of service as a result of any interruption (planned or otherwise), unless specified under this Work Ordering Agreement. If significant fire protection system(s) will be impaired longer than eight (8) hours, specific approval shall be obtained from the NREL Project Manager, who shall coordinate with the NREL ESH&Q representative. The Subcontractor shall apply appropriate lockout/tagout to the device which de-energizes the service (breakers, etc.) as to prevent accidental reactivation. All utilities tie-in costs and premium time, if any, shall be included in the total individual Work Order price.

TEMPORARY STRUCTURES, OFFICES AND WORK AREAS

1. The Subcontractor shall be responsible for providing at its own expense, all temporary structures, utilities, and services required by it for use as offices, warehouses, shops, etc. The location and type of any temporary structure shall be approved and coordinated with the NREL Project Manager. Such temporary structures shall be removed by the Subcontractor at its own expense upon the completion of the construction effort. The Subcontractor shall hold and save NREL and the Government, their officers, employees, and agents free and harmless from liability of any nature associated herewith.

2. Only materials, appliances, and plans to be used for the performance of the Work Order scope of work may be stored in stockpile areas or in warehouses and shop facilities (whether erected by the Subcontractor or not) located on Government-controlled land. If the Subcontractor abandons the performance of the individual Work Order or if the Subcontractor's right to proceed is terminated pursuant to the clause entitled "Default (Fixed Price Construction)," the Subcontractor shall hold and save NREL and the Government and their officers and agents free and harmless from any liability of any nature or kind, arising from NREL's or the Government's entry into such stockpile areas, warehouses, or shop facilities and from NREL's or the Government's taking possession of and utilizing such materials, appliances, and plant in completing the Work Order work.

3. All operations of the Subcontractor, including storage of construction materials and equipment, upon Government premises shall be confined to areas authorized or approved by NREL. No unauthorized or unwarranted entry upon or passage through, or storage or disposal of materials shall be made upon Government premises. The

Subcontractor shall hold and save NREL and the Government, its officers and agents free and harmless from liability of any nature or kind arising from any use, trespass, or damage occasioned by its operations on premises of third persons.

4. The Subcontractor shall use only established roadways or construct and use such temporary roadways as may be authorized by NREL. Where materials are transported in the prosecution of the work, vehicles shall not be loaded beyond the loading capacity recommended by the manufacturer of the vehicles or prescribed by an applicable Federal, state, or local law or regulation. When it is necessary to cross curbings or sidewalks or to operate heavily loaded vehicles on surfaced streets, sidewalks or developed areas, protection against damage shall be provided by the Subcontractor, and any damaged roads, curbings, sidewalks or developed areas shall be repaired by, or at the expense of the Subcontractor.

5. Dependent upon the size of the project, the Subcontractor shall provide and maintain during the entire period covered by this Work Ordering Agreement a weather-tight safety bulletin board. It shall be mounted in a conspicuous place, as approved by the Project Manager, accessible to all employees of the Subcontractor and lower-tier Subcontractors. The bulletin board will remain the property of the Subcontractor. All NREL or Government posters or notices, the Work Ordering Agreement's Construction Wage Rate Requirements, Subcontractor's safety programs, and any publications in the interest of workers shall be displayed on this bulletin board.

RESPONSIBILITIES FOR SUPPLIES AND MATERIALS

Except as otherwise provided in individual Work Orders or this Work Ordering Agreement, the risk of loss of or damage to supplies or materials for the performance of construction projects shall remain with the Subcontractor until completion, inspection and acceptance of the construction project or completion, inspection, and acceptance of any segregable unit of the construction project.

TIME EXTENSIONS

Time extensions for changes under individual Work Order modifications will depend upon the extent, if any, by which the changes cause delay in the completion of the various elements of construction. The individual Work Order modification granting the time extension may provide that the individual Work Order completion date will be extended only for those specific elements related to the changed work and that the remaining Work Order completion dates for all other portions of the work will not be altered. The individual Work Order modification also may provide an equitable readjustment of liquidated damages under the new completion schedule, if applicable.

PAYMENT AND PERFORMANCE BONDS

Definitions. As used in this clause –

1. “Original contract price” means the award price of the individual Work Ordering Agreement for the authorized period;

2. Amount of required bonds. Unless the resulting individual Work Order price is $35,000 or less, the successful offeror shall furnish performance and payment bonds to the Subcontract Administrator as follows:

a) Performance Bonds. The penal amount of performance bonds at the time of

Work Order award shall be 100 percent of the original Work Ordering Agreement ceiling price for the authorized period and shall be renewed annually upon exercising additional option periods.

b) Payment Bonds. The penal amount of payment bonds at the time of Work Order award shall be 100 percent of the original Work Ordering Agreement ceiling price for the authorized period and shall be renewed annually upon exercising additional option periods.

c) Additional bond protection.

i. NREL may require additional performance and payment bond protection if the Work Ordering Agreement ceiling is increased.

The increase in protection generally will equal 100 percent of the increase in Work Ordering Agreement ceiling price for the authorized period.

ii. NREL may secure the additional protection by directing the

Subcontractor to increase the penal amount of the existing bond or to obtain an additional bond.

d) Furnishing executed bonds. The Subcontractor shall furnish an original of all executed bonds by priority mail to 15013 Denver West Parkway, RSF 4th Floor, A436, Golden, CO 80401, including any necessary reinsurance agreements, to the designated NREL Subcontract Administrator, prior to Notice to Proceed for the authorized period.

e) Surety or other security for bonds. The bonds shall be in the form of firm commitment, supported by corporate sureties whose names appear on the list contained in Treasury Department…