Attachment 2 - Sample Subcontract RFP-2025-10313.pdf

Contract Terms and Conditions

Introduction

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 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

Each of these periods may be extended by mutual written agreement of the parties. 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 Sixty Month (60). 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 & Funding

PAYMENTS AND CEILING AMOUNT

A. The Subcontractor shall perform the work called for under this subcontract on a labor hour and expenses (if authorized) basis. The Subcontractor shall receive compensation as specified hereunder, for all services and work performed, up to the Ceiling Amount for the Basic and Option Periods as follows:

Basic Period: $ TBD Option Period 1: $ TBD Option Period 2 $ TBD Option Period 3: $ TBD Option Period 4: $ TBD Total: $ TBD

The Subcontractor is authorized by NREL’s execution of this subcontract to perform the basic period of this subcontract.

B. Labor – Hour Rate

1. The amounts shall be computed by multiplying the appropriate fixed hourly rates set forth below by the number of direct labor hours performed. The rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis. Invoices may be submitted once each month (or at more frequent intervals, if approved by the Subcontract Administrator), to the address in the article titled “Invoices”. The Subcontractor shall substantiate invoices by evidence of actual payment and by individual daily job timecards, or other substantiation approved by the Subcontract Administrator. Promptly after receipt of each substantiated invoice, NREL shall, except as otherwise provided in this subcontract, and subject to the terms of the article titled “Invoices”, pay the invoice as approved by the Subcontract Administrator. Further, the Subcontractor shall not deviate from the estimated number of hours set forth below by specific labor category by ten (10) percent plus or minus without advance written approval of the Subcontract Administrator. The fixed hourly rates and estimated hours for this subcontract are as follows:

Labor Category Fixed Hourly Rate Estimated Hours

Category Rate Hours

2. After payment of 80 percent of the total ceiling amount, the Subcontract Administrator may withhold further payment of allowable time until a reserve is set aside in an amount that the Subcontract Administrator considers necessary to protect NREL’s interest. This reserve shall not exceed one percent of the ceiling amount or $10,000, whichever is less.

3. The fixed hourly rate set forth in this Article shall not be varied by virtue of the Subcontractor having performed work on an overtime basis, unless such overtime was specifically authorized in advance in writing by the Subcontract Administrator. If no overtime rates are provided in the Schedule and overtime work is approved in advance by the Subcontract Administrator, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this subcontract. If the Schedule provides rates for overtime, the premium portion of those rates shall be reimbursable only to the extent the overtime is approved by the Subcontract Administrator.

C. Expenses

1. Travel and other expenses shall be reimbursed based upon substantiating documentation and a determination of allowability, allocability, and reasonableness. The Subcontractor shall obtain economical and reasonable travel expense. For example, coach airfare, meals and incidental expenses (M&IE) at applicable federal government rates, and when possible, lodging accommodations that are within applicable federal government rates. If meals are provided as part of a conference/meeting, the subcontractor shall deduct the cost of the meal from the M&IE claimed on the invoice.

2. The allowability of expenses shall be determined by the Subcontract Administrator in accordance with Part 31 of the Federal Acquisition Regulation as supplemented by Part 931 of the Department of Energy Acquisition Regulation in effect on the execution date of this subcontract.

3. To the extent able, the Subcontractor shall—

a. Obtain required items at the most advantageous prices available with due regard to securing prompt delivery of satisfactory required items; and

b. Take all cash and trade discounts, rebates, allowances, credits, commissions, and other benefits. When unable to take advantage of the benefits, the Subcontractor shall promptly notify the Subcontract Administrator and give the reasons. Credit shall be given to NREL for cash and trade discounts, rebates, allowances, credits, commissions, and other amounts that have accrued to the benefit of the Subcontractor, or would have accrued except for the fault or neglect of the Subcontractor. The benefits lost without fault or neglect on the part of the Subcontractor, or lost through fault of NREL, shall not be deducted from gross costs.

D. Cost

It is estimated that the total cost to NREL for the performance of this subcontract shall not exceed the ceiling amount set forth in this article and the Subcontractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this subcontract within such ceiling amount. If at any time the Subcontractor has reason to believe that the hourly rate payments that will accrue in performing this subcontract in the succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling amount in the schedule, the Subcontractor shall notify the Subcontract Administrator giving a revised estimate of the total ceiling amount to NREL for performing this subcontract with supporting reasons and documentation. If at any time during this subcontract, the Subcontractor has reason to believe that the total ceiling amount to NREL for performing this subcontract will be substantially greater or less than the stated ceiling amount, the Subcontractor shall so notify the Subcontract Administrator, giving a revised estimate of the total ceiling amount for performing this subcontract, with supporting reasons and documentation. If at any time during performing this subcontract, NREL has reason to believe that the work to be required in performing this subcontract will be substantially greater or less than the stated ceiling amount, the Subcontract Administrator will so advise the Subcontractor, giving a revised estimate of the total amount of effort to be required under the subcontract.

E. Ceiling Amount

NREL shall not be obligated to pay the Subcontractor any amount in excess of the ceiling amount set forth in this article, and the Subcontractor shall not be obligated to continue performance if to do so would exceed the ceiling amount set forth in this article, unless and until the Subcontract Administrator shall have notified the Subcontractor in writing that the ceiling amount has been increased and shall have specified in the notice a revised ceiling that shall constitute the ceiling amount for performance under this subcontract.

F. Audit

At any time before the final payment under this subcontract the Subcontract Administrator may request audit of the invoices and substantiating material. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Subcontract Administrator not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the invoice designated by the Subcontractor as the “completion invoice” and substantiating documentation, and upon compliance by the Subcontractor with all terms of this subcontract (including, without limitation, terms relating to release of claims, terms relating to patent clearance, and the terms of Article entitled “Invoices”), NREL shall promptly pay any balance due the Subcontractor. The completion invoice and substantiating documentation shall be submitted by the Subcontractor as promptly as practicable following completion of the work under this subcontract, but in no event later than one (1) year (or such longer period as the Subcontract Administrator may approve in writing) from the date of completion.

OBLIGATION OF FUNDS AND FINANCIAL LIMITATIONS

A. Pursuant to the clause entitled “Limitation of Funds” in Appendix B, the amount of $_____ has been allotted and is available for payment of allocable and allowable costs under this subcontract.

B. The amount of $_____ presently obligated by NREL with respect to this subcontract, may be unilaterally increased by NREL by written notice to the Subcontractor, and may be decreased by written agreement of the parties by formal modification of this subcontract.

C. The giving of any notice by either party under this article, the article entitled “The Period of Performance” in this Schedule, or the clauses entitled “Limitation of Funds” and “Limitation of Cost” in Appendix B, as applicable, shall not be construed to waive or impair any rights of NREL to terminate this subcontract under the provisions of the termination clause(s) contained in Appendix B.

LIMITATION OF FUNDS AND LIMITATION OF COST

The “Limitation of Funds” clause contained in Appendix B shall be operable during such time that NREL incrementally allots additional funds to this subcontract as set forth in the article titled “Obligation of Funds and Financial Limitations”. (The Limitations of Cost clause shall be inoperable during such time.)

The Limitation of Cost clause contained in Appendix B shall become operable at such time that NREL allots to this subcontract and amount equal to the total estimated NREL cost set forth in the article titled “Payments and Ceiling Amount”. (The Limitation of Funds clause shall be inoperable at such time.)

Property & Travel

Documents, Precedence & Data

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 5/15/25

2. Appendix B-6, entitled “Standard Terms and Conditions”, dated 01/23/2023

3. Appendix C-1, entitled “Intellectual Property Provisions”, dated 08/01/2022 (as applicable)

4. Appendix C-2, entitled “Intellectual Property Provisions”, dated 08/01/2022 (as applicable)

5. Appendix D, entitled, “Standard Terms and Conditions”, dated 03/1/2020

6. Appendix E, entitled, “Standard Terms and Conditions”, dated 03/01/2020

7. Appendix F, entitled, “Small Business Lower-Tier Subcontracting Plan”, dated 06/01/2021

8. Subcontractor’s technical proposal number (None) dated **/**/2025 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-6);

4. Intellectual Property Provisions (Appendix C-1) (as applicable):

5. Intellectual Property Provisions (Appendix C-2) (as applicable):

6. Standard Terms and Conditions (Appendix D);

7. Standard Terms and Conditions (Appendix E);

8. Standard Terms and Conditions (Appendix F);

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

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

RIGHTS TO PROPOSAL DATA

Except for technical data contained on pages (none) of the Subcontractor’s proposal dated **/**/2025 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 other do so for any purpose whatsoever, the technical data contained in the proposal upon which this subcontract is based.

Persons

SUBCONTRACT ADMINISTRATION RESPONSIBILITIES

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

2. 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.

3. 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

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.

WORK ORDER PROCESS

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

1. The Technical Monitor will issue a work order, in the format specified in Appendix A – Statement of

Work, via email of facsimile, to the Subcontractor for each deliverable (or deliverables) required under this subcontract. As a minimum each work order will contain:

A. Description of Work;

B. Mutually agreeable deliverable(s) and due date(s); and

C. Mutually agreeable ceiling amount, based on estimated units and fixed unit prices, hours and hourly rates specified in the Price and Payment Article of this subcontract, materials, and travel as applicable.

D. Authorized signatures, as applicable.

2. If necessary, the Technical Monitor will issue a revised work order to reflect changes to the description of work, deliverables and due dates, or the ceiling amount. Revised work orders will be submitted to the Subcontractor by email.

3. The Technical Monitor has authorization to place work orders (and revisions) up to a total of $10,000.00 per work order. Any work order which exceeds the $10,000.00 total (including revisions) shall require preapproval by the Subcontract Administrator before it can be issued to the Subcontractor by the Technical Monitor.

4. The Technical Monitor will submit one copy of each approved work order or revised work order to the

NREL Subcontract Associate.

INDEFINITE QUANTITY

1. This is an indefinite-quantity subcontract for the supplier or services specified, and effective for the period stated in the Schedule. The quantities of supplies and services specified in the Schedule are unknown.

2. Delivery of performance shall be made only as authorized by work orders issued in accordance with the

Work Order Process article. The Subcontractor shall furnish to NREL, when and if ordered, the supplies or services specified in the Schedule.

3. There is no limit on the number of work orders that may be issued. NREL may issue work orders requiring delivery to multiple destinations or performance at multiple locations.

4. Any work order issued during the effective period of this subcontract and not completed within that period shall be completed by the Subcontractor within the time specified in the work order. The subcontract shall govern the Subcontractor’s and NREL’s rights and obligations with respect to that work order to the same extent as if the work order were completed during the subcontract’s effective period; provided, that the Subcontractor shall not be required to make any deliveries under this subcontract after sixty (60) days after the expiration date of this subcontract.

Indemnity, Status, Export & Language

Other

INVOICES

A. Invoices

1. 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

2. To expedite the payment process please submit one invoice per email and include in the subject line of the email the following:

• Subcontracts Name

• Agreement Number

• Subcontractor Name

• Invoice attached

Example: Subject: Subcontracts Name - Subcontract # - Subcontractor Name - Invoice attached

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

• Subcontracts Name

• Agreement Number

• Subcontractor remittance name and address

• Period of performance covered by the invoice

• Invoice number and date

• Certification and signature

• Level of effort (number of hours) expended and expenses as separate line items

• Total amount of invoice

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

When on authorized travel, a per diem amount for meals and M&IE will be made to the subcontractor in lieu of reimbursement for actual expenses for M&IE. Expense receipts for M&IE will not be accepted by NREL. The per diem rates by location can be found at:

www.gsa.gov. Payments under this subcontract shall be made in accordance with this article and the payment terms. Payments will be made to the Subcontractor's remittance name and address shown on the cover sheet of this subcontract. The NREL Subcontract Administrator may determine that a condition precedent to final payment under this subcontract requires the receipt of a final executed Release of Claims from the subcontractor and the receipt of any required patent clearance from DOE.

mailto:Accounts.Payable@nrel.gov

4. The payment terms of this subcontract shall mean net days from the date of receipt of an acceptable invoice or the date of receipt and acceptance of all deliverables, reporting requirements or closeout documentation for the period covered by the invoice, whichever is later.

5. An authorized representative of the Subcontractor shall sign the following certification on each invoice submitted for payment:

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

_Authorized Official_______________________Date”

6. 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 this subcontract, until such time as the Subcontractor has complied or submitted such reporting or deliverable requirements.

B. Release of Claims

The Subcontractor shall execute and deliver at the completion of this subcontract, 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 subcontract, subject only to the following exceptions:

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

2. Claims, together with reasonable incidental expenses, based upon the liabilities of the Subcontractor to third parties arising out of performing this subcontract, 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 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.

3. 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 subcontract relating to patents.

C. 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 Subcontract), that arise under the expenses portion of this subcontract 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 Subcontract), shall execute and deliver, at the time of and as a condition precedent to final payment under this subcontract, an assignment to NREL of such refunds, rebates, or credits (including any interest) in form and substance satisfactory to the Subcontract Administrator.

PUBLICITY RELEASE, PUBLIC AFFAIRS AND DATA RIGHTS

1. Publicity release of any nature in connection with this subcontract shall be coordinated as provided in the “Public Affairs” clause of Appendix B. 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 subcontract. For purposes of this subcontract, general, non-technical information means any information concerning the existence of the subcontract, 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 subcontract in its internal publications without prior review and approval of the NREL Subcontract Administrator.

2. Data rights are set forth in Appendix C hereof. The Subcontractor should particularly note that all papers and documents that are required for submittal and distribution for patent clearance under this subcontract should first be submitted to the Department of Energy, Intellectual Property Law Division, Chicago Operations Office, 9800 South Cass Avenue, Argonne, Illinois 60439 prior to distribution to the public. This requirement of patent clearance prior to publication of all Subcontractor’s reports is specifically required and set forth in Appendix C hereof.

ALTERATIONS TO TERMS AND CONDITIONS

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

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-6

Standard Terms and Conditions for Technical Services (Where Service Contract Act Does Not Apply)

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

APPENDIX C-1

Intellectual Property Provisions for Large Business, State and Local Governments, of Foreign Organizations (Research, Development, or Demonstration)

APPENDIX C-2

Intellectual Property Provisions for Domestic Small Business, Educational Institutions, and other Nonprofit Organizations (Research, Development, or Demonstration)

APPENDIX F

Small Business Lower-Tier Subcontracting Plan https://www.nrel.gov/workingwithus/assets/pdfs/appendix_f_instructions.pdf

APPENDIX D

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

APPENDIX E

Standard Terms and Conditions for Travel Requirements