Attachment 2 - Sample Subcontract.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 Subcontract (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 Subcontract 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 Firm Fixed Price – Site Operations Maintenance Commercial Services

Subcontractor: Company Name Street Address City, State Zip + 4

Agreement Number SUB-2024-24045

Modification Number 0

Period of Performance Start

Execution Agreement Ceiling Amount: $250,000.00

Period of Performance End

Execution + 60 months If all options exercised

Agreement Funded Amount $

Options Included Option Period 1 Option Period 2 Option Period 3 Option Period 4

Y BASE + 12 months OP1 + 12 months OP2 + 12 months OP3 + 12 months OP4 + 12 months

Buyer/Subcontract Administrator: Accounting Specialist:

Accounts Payable

Steve Cummock Technical Monitor/POC:

Liz Latino steve.cummock@nrel.gov Bill To: accounts.payable@nrel.gov

Payment Terms: Net 15

Project Title:

Exterior Insulation and Finish Systems (EIFS) Repair mailto:email@nrel.gov mailto:accounts.payable@nrel.gov

Subcontract: SUB-2024-24045 (PO XXXXXX)

Line Description Ceiling Amount (USD)

1 Base Period $ 50,000.00

2 Option Period 1 (if exercised) $ 50,000.00

3 Option Period 2 (if exercised) $ 50,000.00

4 Option Period 3 (if exercised) $ 50,000.00

5 Option Period 4 (if exercised) $ 50,000.00

Total: $ 250,000.00

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 COMPANY NAME (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

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.

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 12 months after execution of agreement.

PERIOD OF PERFORMANCE

The period of performance for this Subcontract shall be as follows:

Basic Period: Execution through Twelve (12) Months Option Period 1: Completion of Basic Period through Twelve (12) Months Option Period 2: Completion of Option Period 1 through Twelve (12) Months Option Period 3: Completion of Option Period 2 through Twelve (12) Months Option Period 4: Completion of Option Period 3 through Twelve (12) Months

NREL will make a decision, based on its sole judgement, whether or not to continue and exercise each Option of this subcontract, 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 60 months. If NREL should decide not to exercise an Option, the subcontract shall be considered complete upon submittal of the final deliverables for the preceding Basic Period or Option.

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:

Base Period: $50,000 Option 1: $50,000 (IF EXERCISED) Option 2: $50,000 (IF EXERCISED) Option 3: $50,000 (IF EXERCISED) Option 4: $50,000 (IF EXERCISED) Total: $250,000

INVOICES

1. To facilitate processing and payment each invoice must, in addition to the bullet points provided in section A of this article, reference the following items:

• Deliverable/Occurrence Number:

2. An authorized official of the Subcontractor shall sign each invoice, which by submission shall contain the following Subcontractor’s certification to the following statement for each invoice submitted for payment:

“I certify that this invoice is correct and proper for payment and reimbursement for this time and the expenses will not be received under any other Government contract or subcontract or other source of Government funds.”

3. 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 reporting or deliverable requirements under the Subcontract, until such time as the Subcontractor has complied or submitted such reporting or deliverable requirements.

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 “Exterior Insulation and Finish Systems (EIFS) Repair”, dated 8/8/2024.

2. NREL Appendix B-3, Standard Terms and Conditions for Supplies and Services (Where Service Contract Act Applies), dated 1/23/23.

3. NREL Appendix C-3, Intellectual Property Provisions for Large and Small Business, Nonprofit Organizations, Educational Institutions, and Others (Non-Research and Development) dated 8/1/22.

4. NREL Appendix G, Wage Determination (SCLS).

a. SCA 2015-5419 Revision 27 dated 7/22/2024

5. NREL Service and Maintenance Subcontractor Environment Safety and Health Manual.

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-3);

4. NREL Appendix C-3, Intellectual Property Provisions for Large and Small Business, Nonprofit Organizations, Educational Institutions, and Others (Non-Research and Development);

5. NREL Appendix G, Wage Determination

6. NREL Service and Maintenance Subcontractor Environment Safety and Health Manual;

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

and

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

RIGHTS TO PROPOSAL DATA

Except for technical data contained on pages (None) of the Subcontractor's proposal dated **/**/** which is asserted by the Subcontractor, and authorized by NREL 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.

SUBCONTRACT ADMINISTRATION RESPONSIBILITIES

A. Signature Authority: This subcontract may only be modified by a formal modification signed by an authorized official of NREL.

B. Subcontract Administration Responsibilities: The authorized NREL official designated as the Subcontract Administrator for this subcontract has the responsibilities for subcontract administration and negotiation of any modifications to this subcontract.

C. Technical Monitoring Responsibilities: The authorized NREL official designated as the Technical Monitor for this subcontract has the responsibilities of monitoring the technical work or services to be performed under this subcontract. The Technical Monitor does not have the authority to make any commitments or authorize any changes which may affect the subcontract's price, scope of work, terms, or conditions. Any such changes shall be referred to the designated Subcontract Administrator.

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.

GENERAL INDEMNITY

The Subcontractor, and the Subcontractor’s heirs and assigns, shall indemnify and hold harmless NREL and the Government, and persons acting on their behalf, from all liability, including costs and expenses incurred, for injury to or death of the Subcontractor or damage to property owned, occupied, or used by the Subcontractor, rented to the Subcontractor, or in the care, custody, or control of the Subcontractor arising out of the services performed, materials supplied, or information given in performance of this subcontract; provided that such liability does not directly result from the fault or negligence of NREL or the Government, or persons acting on their behalf.

ONSITE WORKER SAFETY AND HEALTH REQUIREMENTS (SPECIAL-COVID) (DEC 2021)

(Applies to all subcontracts where the Subcontractor or lower-tier Subcontractor, and their employees, officers, agents, or other persons representing the Subcontractor, will perform work on NREL-operated facilities or government-owned or -leased properties.)

THE SUBCONTRACTOR SHALL BE RESPONSIBLE TO ENSURE THAT ALL WORK

PERFORMED UNDER THIS SUBCONTRACT (INCLUSIVE OF LOWER-TIER

SUBCONTRACTORS) IS PERFORMED IN ACCORDANCE WITH THE DEPARTMENT OF

ENERGY’S “WORKER SAFETY AND HEALTH” RULE CODIFIED AT 10 CFR 851. THE

SUBCONTRACTOR SHALL ENSURE THAT ALL WORK IS PERFORMED IN ACCORDANCE

WITH NREL’S DOE-APPROVED SAFETY MANAGEMENT SYSTEM, INCLUDING, BUT NOT

LIMITED TO, THE MOST CURRENT REQUIREMENTS SET FORTH IN THE APPLICABLE

NREL “SERVICE AND MAINTENANCE SUBCONTRACTOR ENVIRONMENT, SAFETY &

HEALTH MANUAL” OR “CONSTRUCTION ENVIRONMENT HEALTH & SAFETY MANUAL,”

BOTH AVAILABLE AT https://www.nrel.gov/about/ehs-construction.html. THE

SUBCONTRACTOR IS RESPONSIBLE FOR ENSURING ONGOING COMPLIANCE WITH

ANY UPDATES AND/OR REVISIONS TO THE APPLICABLE NREL ENVIRONMENT, HEALTH

& SAFETY MANUAL.

ENSURING BUY AMERICAN ACT COMPLIANCE. REQUIRED PRE-APPROVAL) FOR

SUPPLIES OR CONSTRUCTION MATERIAL ABOVE $25,000.00. (SPECIAL-COMMERCIAL

SERVICES)(MAY 2022)

Subcontractor shall request and obtain the prior written approval from the NREL Subcontract

Administrator before commencing any activities under this subcontract that require the use, https://www.nrel.gov/about/ehs-construction.html installation or replacement of a single item, part, supplies, or construction material having a cost above $25,000.00. Any such request for approval shall include a description of the item, the cost of the item (exclusive of labor or installation costs), and the country in which the item is manufactured. For items other than commercially available off-the-shelf items, such request shall also include the cost of components (as defined in FAR 25.003) and the country in which each component is mined, produced, or manufactured. Subcontractor’s failure to obtain the required written approval may result in a determination of that such costs are unallowable under this subcontract.

SUBCONTRACTOR RELATIONSHIP WITH ALLIANCE/NREL

Subcontractor acknowledges and agrees that Subcontractor’s relationship with Alliance/NREL under this subcontract creates a direct business relationship between Subcontractor and Alliance/NREL. Alliance/NREL does not, and shall not be deemed to, direct or control Subcontractor or Subcontractor’s employees generally or Subcontractor’s performance under this subcontract, except for technical direction in accordance with the Statement of Work to be performed, specifically including in connection with Subcontractor’s delivery of services under this subcontract or Subcontractor’s acts or omissions. With the exception of any requirement or other obligation required by any applicable law or otherwise required by the Alliance Prime Contract with the U.S. Department of Energy, Alliance/NREL shall have no right to require Subcontractor or Subcontractor’s employees to act or refrain from acting in any certain manner.

Subcontractor acknowledges and agrees that Subcontractor has complete discretion to provide services to others or otherwise engage in other business or employment activities with entities other than Alliance/NREL.

Alliance/NREL shall retain the right to deactivate any NREL-issued identification badge or otherwise remove or restrict access to any of Subcontractor’s employee(s) to the NREL site(s) in the event of a violation or alleged violation of any requirement under this subcontract or as a result of any act or omission on the part of a Subcontractor employee that causes harm to Alliance/NREL or the Government as determined in Alliance/NREL’s sole discretion or in any circumstance where the Subcontractor employee violates or acts contrary to any NREL-specific security, health or safety requirement imposed on Subcontractor through this subcontract.

Alliance/NREL’s decision to remove or restrict Subcontractor employee’s access to the NREL site(s) may be based on, but is not limited to, Subcontractor employee’s lack of decorum or other disruptive actions inconsistent with performing work on a Federal site, violations of law or other rules or regulations imposed by the Government, including, but not limited to, theft, vandalism, onsite possession of a firearm, marijuana or alcohol. Subcontractor acknowledges and agrees that Alliance’s denial of an employee’s ability to access the NREL site(s) is not a direction by Alliance to Subcontractor to take any disciplinary action, up to an including termination, against a subject employee. Subcontractor shall remain solely responsible for determining and implementing any disciplinary action against its employees based on the underlying facts and circumstances which led to Alliance’s decision to suspend/terminate Subcontractor’s employee’s access to the NREL site. Alliance agrees through its NREL Subcontract Administrator to provide information to Subcontractor regarding the restriction of Subcontractor employee’s access to any NREL site(s).

SUBCONTRACTOR'S RESPONSIBILITY TO SUPERVISE AND OVERSEE WORK

PERFORMED BY ITS EMPLOYEES, COMPLIANCE WITH ALL LAWS AND

INDEMNIFICATION OF ALLIANCE FOR SUSTAINABLE ENERGY, LLC

Subcontractor acknowledges and agrees that it is solely responsible for negotiating with its employees all terms and conditions of employment for its employees performing work under this subcontract, including hiring, supervising, establishing rates of pay, managing employee’s work schedule, implementing any disciplinary actions and/or discharging any employee.

Subcontractor acknowledges and agrees that NREL does not control, direct, or otherwise supervise in any way Subcontractor’s employees in the performance of the services under this subcontract. Subcontractor acknowledges and agrees that it is responsible for providing any training and instruction of its employees necessary for its employees to successfully perform the services under this subcontract. Except for required security, health and safety information provide to Subcontractor employees during a general orientation, Subcontractor shall determine the extent, if any, that NREL’s employee policies would apply.

Subcontractor shall comply in all respects with all applicable legal requirements governing the duties, obligations, and business practices of Subcontractor in connection with the work to be delivered under this subcontract including, but not limited to, continued compliance with all applicable federal and state labor laws and the Affordable Care Act. Subcontractor hereby agrees that it shall not take any action in violation of any applicable legal requirement that could result in any liability being imposed on Alliance/NREL, including any action resulting in the pursuit of Alliance/NREL as a joint employer.

Subcontractor’s failure to comply with the requirements of this article shall be grounds for termination of this subcontract in accordance with termination under Clause 42 – Termination, Appendix B.

Subcontractor hereby agrees to indemnify and hold harmless the Alliance for Sustainable Energy, LLC, Managing and Operating Contractor for the National Renewable Energy Laboratory (Alliance/NREL) and its officers, directors, agents and employees (each, a “Covered Party”) from and against any and all liabilities, losses, claims, damages, costs and expenses (including attorneys’ fees) incurred by a Covered Party arising from, or in any way connected with, the provision of the services under this subcontract by Subcontractor, its officers, directors, agents and employees for any violation or purported violation of any and all applicable Federal and State laws by Subcontractor, its officers, directors, agents and employees.

SYSTEM FOR AWARD MANAGEMENT VERIFICATION AND VALIDATION DELAYS –

TEMPORARY WAIVER (SPECIAL) (JULY 2022)

(a) The requirements set forth in paragraphs (3) and (4) of the definition of “Registered in the System for Award Management (SAM)” in the clauses titled “System for Award

Management (NOV 2019)” and “System for Award Management Maintenance (NOV

2019)” are waived subject to paragraph (b), provided that Offeror:

(1) Has provided the NREL Subcontract Administrator with evidence of:

(A) Offeror’s compliance with paragraphs (1) and (2) of the definition of

“Registered in the System for Award Management (SAM)”; and

(B) Offeror’s completion of the requirements set forth in Section (c) of the clause titled “System for Award Management (NOV 2019).”

(2) Provides the NREL Subcontract Administrator a monthly progress update regarding the status of Offeror’s SAM registration. Such progress update shall include, without limitation:

(A) a summary of Offeror’s communications with the entity designated at www.sam.gov;

(B) actions Offeror has taken to facilitate verification and validation of its registration in SAM; and

(C) anticipated date by when the Government will mark the Offeror’s record

“Active” in SAM.

(3) Provides NREL’s Subcontract Administrator a completed Representations and

Certifications for Subcontracts form.

(b) The temporary waiver set forth in paragraph (a) of this article shall be rescinded immediately upon the Government marking Offeror’s registration in SAM “Active.”

ORGANIZATIONAL CONFLICTS OF INTEREST (SPECIAL)(AUG 2009)

(Derived from DEAR 952.209-72)

(A) Purpose. The purpose of this clause is to ensure that the Subcontractor: (1) is not biased because of its financial, contractual, organizational, or other interests that relate to the work under this subcontract and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this subcontract.

(B) Scope. The restrictions described herein shall apply to performance or participation by the Subcontractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as “Subcontractor”) in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venture, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(1) Use of Subcontractor’s Work Product

(i) The Subcontractor shall be ineligible to participate in any capacity in NREL or

DOE contracts, subcontracts, or proposals therefore (solicited and unsolicited) that stem directly from the Subcontractor’s work product under this subcontract for a period of five years after the completion of this subcontract. Furthermore, unless so directed in writing by the NREL Subcontract Administrator, the Subcontractor shall not perform any advisory and assistance services work under this subcontract on any of the Subcontractor’s products or services or the products or services of another firm, if the Subcontractor is or has been substantially involved in the development or marketing of the firm’s products or services. Nothing in this subparagraph shall preclude the Subcontractor from competing for follow-on subcontracts for advisory and assistance services.

(ii) If, under this subcontract, the Subcontractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the Subcontractor shall be ineligible to perform or participate in any capacity in any contractual effort that is based on such statement of work or specifications. The Subcontractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the NREL http://www.sam.gov/

Subcontract Administrator, in which case the restriction in the subparagraph shall not apply.

(iii) Nothing in this paragraph shall preclude the Subcontractor from offering or selling its standard and commercial items to NREL or the Government.

(2) Access to and use of information

(i) If the Subcontractor, in the performance of this subcontract, obtains access to information, such as NREL or DOE plans, policies, reports, studies, financial plans, internal date protected by the Privacy Act of 1974 (% U.S.C. 552a), or data that has not been released or otherwise made available to the public, the Subcontractor agrees that without prior written approval of the NREL Subcontract Administrator it shall not:

(a) Use such information for any private purpose unless the information has been released or otherwise made available to the public;

(b) Compete for work for NREL or the Government based on such information for a period of six (6) months after either the completion of this subcontract or until such information is released or otherwise made available to the public, whichever is first;

(c) Submit an unsolicited proposal to NREL or the Government that is based on such information until one year after such information is released or otherwise made available to the public; and

(d) Release such information unless such information has previously been released or otherwise made available to the public by NREL or the Government.

(ii) In addition, the Subcontractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (% U.S.C.

552a), or other confidential or privileged technical, business, or financial information under this subcontract, it shall treat such information in accordance with any restrictions imposed on such information.

(iii) The subcontractor may use technical data it first produces under this subcontract for its private purposes consistent with subparagraphs (B)(2)(i)(a) and

(d) of this clause and the patent, rights in data, and security provisions of this subcontract.

(C) Disclosure after award

(1) The subcontractor agrees that if changes, including additions, to the facts disclosed by it prior to award of this subcontract occur during the performance of this subcontract, it shall make an immediate and full disclosure of such changes in writing to the NREL Subcontract Administrator. Such disclosure may include a description of any action that the Subcontractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. NREL may, however terminate the subcontract for convenience if it deems such termination to be in the best interest of NREL and the Government.

(2) In the event that the Subcontractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the NREL Subcontract Administrator, NREL may terminate this subcontract for default.

(D) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this subcontract, including the existence of an actual or potential organizational conflict of interest at the time of or after award, NREL may terminate the subcontract for default, disqualify the Subcontractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this subcontract.

(E) Modification. Request for a modification of the requirements under this clause shall be directed in writing to the NREL Subcontract Administrator and shall include a full description of the requested modification and the reasons in support thereof. If it is determined to be in the best interests of NREL and the Government, the NREL Subcontract Administrator will notify the Subcontractor in writing that such modification is accepted.

(END OF NOTICE)

APPENDIX B-3

Standard Terms and Conditions for Supplies and Services (Where Service Contract Act Applies)

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

APPENDIX C-3

Intellectual Property Provisions for Large and Small Business, Nonprofit Organizations, Educational Institutions, and Others (Non-Research and Development)

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

APPENDIX E

Standard Terms and Conditions for Travel Requirements

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

APPENDIX G

Wage Determination

END OF SUBCONTRACT SCHEDULE

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