Attachment 2 - Sample Subcontract.pdf

SAMPLE SUBCONTRACT

INTRODUCTION & AGREEMENT

THIS SUBCONTRACT is effective upon execution by the Alliance for Sustainable Energy, LLC, manager and operator of the National Renewable Energy Laboratory and is between the Alliance for Sustainable

Energy, LLC, 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 subcontract shall mean the Alliance for Sustainable Energy, LLC.

This subcontract is entered into in furtherance of the performance of the work provided for in the Prime

Contract.

NOW, THEREFORE, the parties hereto agree to the following terms and conditions:

WORK TO BE PERFORMED

1. The Subcontractor shall perform the work specifically provided for in Appendix A, Statement of Work, attached hereto and made a part hereof, pursuant to the provisions of this subcontract.

2. Specific deliverables, quantities, due dates, reporting requirements, and addresses are set forth in

Appendix A hereto.

PERIOD OF PERFORMANCE

The period of performance under this subcontract shall commence upon the date of execution and shall be completed by 1/1/2026.

PRICE AND PAYMENT

1. In full consideration of the Subcontractor’s performance, hereunder, NREL shall pay the Subcontractor the prices stipulated in Paragraph 2 below, less any deductions provided in this subcontract. The total price for performance and receipt and acceptance of all deliverables under this subcontract is $___**__.

2. Schedule. Payments will be made by NREL upon receipt and acceptance of the following deliverables in the amount specified:

Description Due Date Amount

1. Completed component and system design delivered to NREL

2. Support completion of NREL site design by providing design review, responses to NREL’s design team, and construction team for support of site integration

3. System manufacturing/construction complete. **/**/**** $*.**

4. Equipment delivered to NREL for installation. **/**/**** $*.**

5. Commissioning following installation to demonstrate system functionality complete.

Said payments shall be made after receipt of and acceptance by NREL of the specified deliverables above and upon submission by the Subcontractor of an invoice, in a form satisfactory to the Subcontract

Administrator in accordance with the article entitled “Invoices”; provided, however, that said payments shall not be deemed to prejudice any rights which NREL may have by law or under other provisions of this subcontract.

3. Pursuant to the article entitled “Limitation of Price and Subcontractor Obligation” of this Schedule, the amount of $*.** has been allotted and is available for payment of occurrence specified in Paragraph 2 above. The allotted amount will cover occurrence [*} under Appendix A, Statement of Work, which deliverables shall be completed on or before **

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.

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 subcontract:

1. Appendix A, entitled “Statement of Work”, dated 6/13/24;

2. NREL Appendix B-8, Standard Terms and Conditions for Subcontracts and Purchase Orders for Commercial

Terms, dated 1/23/2023.

3. Appendix D, entitled “Standard Terms and Conditions for Subcontracts in Excess of $700,000.00”, dated

3/1/2020.

4. Appendix F, entitled “Small Business Lower-Tier Subcontract Plan”, dated ** (IF APPLICABLE)

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-8);

4. Standard Terms and Conditions (Appendix D)

5. Small Business Lower-Tier Subcontracting Plan (Appendix F) (IF APPLICABLE);

6. Other provisions of this subcontract whether incorporated by reference or otherwise; and

7. The Subcontractor’s technical proposal, if incorporated in this subcontract by reference of otherwise.

CONTACT INFORMATION

1. NREL Technical Contact – [Name], [Email], [Phone]

2. NREL Buyer/Subcontract Administrator – Todd Labosky, todd.labosky@nrel.gov, 303-275-4442

KEY PERSONNEL

1. It having been determined that the individuals, whose names appear below, are necessary for the successful performance of this subcontract, the Subcontractor agrees to assign or have assigned such individuals to the performance of the work under this subcontract and shall not reassign or remove any of them without the consent of the Subcontract Administrator by modification to this subcontract:

Name Project Title Email Address

NAME PROJECT TITLE **

2. Whenever, for any reason, one or more of the key personnel designated above, is unavailable for assignment for work under this subcontract, the Subcontractor shall, with the approval of the

Subcontract Administrator, replace such individual with an individual of substantially equal abilities and qualifications.

EXPORT CONTROL

The parties understand that materials and information resulting from the performance of this Subcontract may be subject to export control laws and that each party is responsible for its own compliance with such laws.

INVOICES

Invoices for work accomplished under this subcontract shall be submitted electronically (Microsoft Word or

PDF format) to the following email address:

Accounts.Payable@nrel.gov

ALTERATIONS TO TERMS AND CONDITIONS

Appendix B-8 “Standard Terms and Conditions for Subcontracts and Purchase

Orders for Commercial Terms”, dated 1/23/2023 is hereby modified as follows:

A. Clause 8-Buy American Act-Supplies (May 2014) is hereby deleted in its entirety and replaced with the following:

“BUY AMERICAN - SUPPLIES (OCT 2022)

Derived from FAR 52.225-1 (OCT 2022)

(Applies to subcontracts exceeding the micro-purchase threshold)

(a) Definitions. As used in this clause—

(1) “Commercially available off-the-shelf (COTS) item”—

(i) Means any item of supply (including construction material) that is–

(A) A commercial product (as defined in paragraph (1) of the definition of

“commercial product” at FAR 2.101);

(B) Sold in substantial quantities in the commercial marketplace; and

(C) Offered to NREL/the Government, under a subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(ii) Does not include bulk cargo, as defined in 46 U.S.C.40102(4), such as agricultural products and petroleum products.

(2) “Component” means an article, material, or supply incorporated directly into an end product.

(3) “Cost of components” means—

(i) For components purchased by the Subcontractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or

(ii) For components manufactured by the Subcontractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.

(4) “Critical component” means a component that is mined, produced, or manufactured in the United States and deemed critical to the U.S. supply chain. The list of critical components is at FAR 25.105.

(5) “Domestic end product” means— mailto:Accounts.Payable@nrel.gov

(i) For an end product that does not consist wholly or predominantly of iron or steel or a combination of both-

(A) An unmanufactured end product mined or produced in the United States;

(B) An end product manufactured in the United States, if-

(1) The cost of its components mined, produced, or manufactured in the United States exceeds 60 percent of the cost of all its components, except that the percentage will be 65 percent for items delivered in calendar years 2024 through 2028 and 75 percent for items delivered starting in calendar year 2029. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic.

Components of unknown origin are treated as foreign. Scrap generated, collected, and prepared for processing in the United States is considered domestic; or

(2) The end product is a COTS item; or

(ii) For an end product that consists wholly or predominantly of iron or steel or a combination of both, an end product manufactured in the United States, if the cost of foreign iron and steel constitutes less than 5 percent of the cost of all the components used in the end product. The cost of foreign iron and steel includes but is not limited to the cost of foreign iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the end product and a good faith estimate of the cost of all foreign iron or steel components excluding COTS fasteners. Iron or steel components of unknown origin are treated as foreign. If the end product contains multiple components, the cost of all the materials used in such end product is calculated in accordance with the definition of "cost of components".

(6) “End product” means those articles, materials, and supplies to be acquired under the contract for public use.

(7) “Fastener” means a hardware device that mechanically joins or affixes two or more objects together. Examples of fasteners are nuts, bolts, pins, rivets, nails, clips, and screws.

(8) “Foreign end product” means an end product other than a domestic end product.

(9) “Foreign iron and steel” means iron or steel products not produced in the United

States.

(10) “Produced in the United States” means that all manufacturing processes of the iron or steel must take place in the United States, from the initial melting stage through the application of coatings, except metallurgical processes involving refinement of steel additives. The origin of the elements of the iron or steel is not relevant to the determination of whether it is domestic or foreign.

(11) “Predominantly of iron or steel or a combination of both” means that the cost of the iron and steel content exceeds 50 percent of the total cost of all its components.

The cost of iron and steel is the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the product and a good faith estimate of the cost of iron or steel components excluding COTS fasteners.

(12) “Steel” means an alloy that includes at least 50 percent iron, between 0.02 and 2 percent carbon, and may include other elements.

(13) United States means the 50 States, the District of Columbia, and outlying areas.

(b) 41 U.S.C. chapter 83, Buy American, provides a preference for domestic end products for supplies acquired for use in the United States. In accordance with 41 U.S.C. 1907, the domestic content test of the Buy American statute is waived for an end product that is a COTS item (see 12.505(a)(1)), except that for an end product that consists wholly or predominantly of iron or steel or a combination of both, the domestic content test is applied only to the iron and steel content of the end product, excluding COTS fasteners.

(c) Subcontractors may obtain from the NREL Subcontract Administrator a list of foreign articles that the NREL Subcontract Administrator will treat as domestic for this contract.

The Subcontractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the solicitation entitled "Buy American Certificate."”

WORKERS’ COMPENSATION INSURANCE

Unless specifically exempted by State law, the Subcontractor shall procure adequate workers’ compensation insurance and provide proof of such insurance to the NREL Subcontract Administrator, or its agent before the commencement of work under the subcontract. The workers’ compensation insurance shall be maintained in full effect as required by applicable State law and regulations covering all employees engaged in work related to this subcontract or performing services throughout the duration of this subcontract. As applicable, the Subcontractor shall be responsible for complying with all requirements to obtain an exemption from coverage under the applicable State law and shall provide proof of such exemption to the NREL Subcontract Administrator or its agent before the commencement of work under the subcontract. Noncompliance with this insurance provision shall be considered a material breach of the subcontract. This insurance provision supersedes any workers’ compensation requirement that may be resident in an applicable B-Appendix to the subcontract.

LOWER-TIER SUBCONTRACTING PLAN (IF APPLICABLE)

The Subcontractor’s Small Business Lower-Tier Subcontracting Plan is incorporated as Appendix F in this subcontract. The Subcontractor shall electronically submit the “Individual Subcontract Report” (ISR) semi-annually during subcontract performance for the periods ended March 31st and September 30th, based on the Government’s fiscal year (October 1 through September 30). The ISR is due on or before the thirtieth

(30th) day of the month following the close of the applicable period. The ISR submission shall be made electronically through the Electronic Subcontracting Reporting System (eSRS) at www.esrs.gov. Additional instructions can be found at https://www.nrel.gov/workingwithus/assets/pdfs/appendix_f_instructions.pdf, under the document entitled “Instructions for Submitting Small Business Subcontracting Reports through the

Electronic Subcontracting Reporting System (eSRS)”.

Appendices

APPENDIX B-8

Subcontracts and Purchase Orders for Commercial Items (Goods and Services) https://www.nrel.gov/workingwithus/assets/pdfs/appendix_f_instructions.pdf

Please refer to the full appendix text: https://www.nrel.gov/workingwithus/standard-terms.html

APPENDIX D

Standard Terms and Conditions for Subcontracts in Excess of $700,000

APPENDIX F (IF APPLICABLE)

Small Business Lower-Tier Subcontracting Plan