Attachment 3 - Sample Subcontract Schedule.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 TBD (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 may be extended for additional periods by mutual written agreement of the parties.

Price & Funding

PRICE AND PAYMENT

1. In full consideration of the Subcontractor’s performance, hereunder, NREL shall pay the Subcontractor the prices stipulated in 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 the Total Price in Paragraph 2 below.

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

Occurrences Amount 1 Obligation Name $TBD Total Price: $TBD

Said payments shall be made after receipt of and acceptance by NREL of the specified deliverable 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. The total amount to perform the work identified in Appendix A, Statement of Work (SOW) is TBD. Out of this amount, NREL will pay a firm fixed price amount of $TBD, and the Subcontractor and its lower-tier subcontractors will provide price participation in the amount of $TBD. To demonstrate this, a breakdown is provided as follows:

NREL Amount Subcontractor’s Price Participation

Total Price of SOW Effort

$TBD $TBD $TBD

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 1/7/25

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

3. Appendix C-1 or C-2, entitled “Intellectual Property Provisions”, dated 08/01/2022

4. Appendix D, entitled "Standard Terms and Conditions for Subcontracts in Excess of $700,000”, dated

03/01/2020 (if applicable)

5. Appendix F, entitled “Small Business Lower-Tier Subcontracting Plan”, dated 06/01/2021 (if applicable)

6. Subcontractor’s technical proposal number (TBD) dated [TBD] 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-2);

4. Intellectual Property Provisions (Appendix C-1 or C-2, as applicable);

5. Standard Terms and Conditions (Appendix D, if applicable);

6. Standard Terms and Conditions (Appendix F, if applicable);

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 of otherwise.

RIGHTS TO PROPOSAL DATA

Except for technical data contained on pages TBD of the Subcontractor’s proposal dated TBD 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

TBD TBD TBD

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.

Indemnity, Status, Export & Language

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.

SUBCONTRACT LANGUAGE INCONSISTENCIES IN TRANSLATION

In the event of inconsistency between any terms of this subcontract and any translation thereof into another language, the English language meaning shall control.

Other

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:

• Agreement Number

• Subcontractor Name

• Invoice attached

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

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

• Agreement Number

• Subcontractor remittance name and address

• Deliverable title/Occurrence number

• Invoice number and date

• Certification and signature

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

4. Payments under this subcontract shall be made in accordance with the payment terms and to the

Subcontractor's remittance name and address shown on the cover sheet of this subcontract. Final payment under this subcontract shall be made upon execution of the closeout modification by both parties hereto (including receipt of an appropriately signed Release of Claims; appropriately signed Assignment of Refunds, Rebates, Credits and Other Amounts; final property disposition and patent clearances, as required).

5. 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 deliverables, reporting requirements, or closeout documentation for the period covered by the invoice, whichever is later.

6. The Subcontractor shall submit its invoices in reasonable detail in accordance with the payment schedule contained in the Article entitled “Price and Payment” showing the total fixed price invoiced both currently and cumulatively. 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 payment for this amount has not and will not be received under any other Government contract or subcontract or other source of Government funds. I further certify that the level of price participation established under the terms and conditions of this subcontract is being met in the performance of the work under this subcontract.

_Authorized Official_______________________Date”

7. 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 associated with the fixed price payment, until such time as the Subcontractor has complied or submitted such reporting or deliverable requirement.

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.

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)”.

https://www.nrel.gov/workingwithus/assets/pdfs/appendix_f_instructions.pdf

COMPLIANCE WITH DOE O 486.1A, DEPARTMENT OF ENERGY FOREIGN GOVERNMENT

SPONSORED OR AFFILIATED ACTIVITIES (MAR 2021)

(Applies when Subcontractor performs Research and Development or Demonstration work performed on or at an NREL/Government facility, including an NREL/Government leased facility)

DOE Order 486.1A, Foreign Government Sponsored or Affiliated Activities, prohibits SUBCONTRACTOR personnel and applicable lower-tier subcontractor personnel performing work under this subcontract from participation in any Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk.

With respect to the work being performed under this subcontract, SUBCONTRACTOR must file reports with the DOE, through the NREL Subcontract Administrator contact, upon execution or modification, of this subcontract and on a quarterly basis, disclosing whether any SUBCONTRACTOR personnel or applicable lower-tier subcontractor personnel who are working under this subcontract, are participating in any Foreign Government-Sponsored Talent Recruitment Program (FGTRP). If SUBCONTRACTOR personnel or applicable lower-tier subcontractor personnel performing work under this subcontract are participating in a Foreign Government Talent Recruitment Program, SUBCONTRACTOR shall provide the following information for each disclosed or otherwise identified activity:

a. laboratory;

b. country;

c. description of activity;

d. name of Foreign Government-Sponsored Talent Recruitment Program;

e. funding or other value received or expected;

f. duration;

g. technical area;

h. subcontractor action;

i. status or disposition; and

j. any other information requested by DOE.

Any SUBCONTRACTOR personnel or applicable lower-tier subcontractor personnel performing work under this subcontract currently participating in a disclosed or otherwise identified Foreign Government Talent Recruitment Program of a Foreign Country of Risk must either stop performing work within the scope of the Alliance Prime Contract with DOE, or stop participation in such activity within a reasonable period of time, not to exceed 30 days, until DOE makes a final determination in accordance with DOE Order 486.1A, Attachment 1 Contractor Requirements Document.

Definitions:

(1) Foreign Country of Risk. Any foreign country determined to be of risk, following consideration of, but not limited to, the Office of the Director of National Intelligence WorldWide Threat Assessment and The National Counterintelligence Strategy of the United States of America, by the Under Secretary for Science in consultation with the Under Secretary of Energy; the Under Secretary for Nuclear Security; and the Office of Intelligence and Counterintelligence.

(2) Foreign Government-Sponsored Talent Recruitment Program. An effort directly or indirectly organized, managed, or funded by a foreign government to recruit science and technology professionals or students (regardless of citizenship or national origin, and whether having a full-time or part-time position). Some foreign government-sponsored talent recruitment programs operate with the intent to import or otherwise acquire from abroad, sometimes through illicit means, proprietary technology or software, unpublished data and methods, and intellectual property to further the military modernization goals and/or economic goals of a foreign government. Many, but not all, programs aim to incentivize the targeted individual to physically relocate to the foreign state for the above purpose. Some programs allow for or encourage continued employment at U.S. research facilities or receipt of Federal research funds while concurrently working at and/or receiving compensation from a foreign institution, and some direct participants not to disclose their participation to U.S. entities.

Compensation could take many forms including cash, research funding, complimentary foreign travel, honorific titles, career advancement opportunities, promised future compensation, or other types of remuneration or consideration, including in-kind compensation.

SCIENTIFIC INTEGRITY (MAR 2023)

Derived from DOE O 411.2 (JAN 2017) (Applies to all research and development subcontracts)

REQUIREMENTS

a. When expressing opinions on policy matters to the public and media, Subcontractor and Subcontractor personnel must make it clear when they are expressing their own views, rather than those of NREL or the Department of Energy (DOE), the U.S. Government, or their respective institutions. Public representation of NREL, the Government or DOE positions or policies must be cleared through the NREL Subcontract Administrator and shall include DOE headquarters.

b. Subcontractor, including Subcontractor management, must not suppress or alter scientific or technological findings, nor intimidate or coerce research personnel, lower-tier subcontractors, or others to alter or censor scientific or technological findings or conclusions.

c. Public communication and media guidance:

1) Subcontractor must notify the NREL Subcontract Administrator of interactions with the news media that are related to the work performed under the subcontract.

2) If a media inquiry or a planned response to an inquiry from subcontractor goes beyond the findings and conclusions of science and technology R&D and touches on issues of public policy or, in the case of NREL, operational issues, (e.g. health and safety), the Subcontractor must coordinate with NREL and DOE headquarters, through the NREL Subcontract Administrator, prior to providing a response.

3) Public representation of NREL, the Government or DOE positions or policies must be cleared through the NREL Subcontract Administrator and will include DOE headquarters.

4) Under the provisions of DEAR 952.204-75 (Public Affairs), Subcontractor must obtain prior approval of news releases related to the work performed under the subcontract from DOE, through the NREL Subcontract Administrator, before issuing them. News releases issued by Subcontractor that are related to the work performed under the subcontract are considered to be NREL/DOE institutional, rather than Subcontractor researcher, communications and hence reflect upon both the Subcontractor that issues the news release and NREL/DOE.

5) The dissemination of scientific and technical information may be restricted by laws, regulations, and DOE directives governing classified, privacy, proprietary, and other protected information. Documents in a classified subject area must be reviewed in accordance with DOE O 475.2B, Identifying Classified Information, prior to public release.

d. Subcontractor must adhere to all conflict-of-interest requirements included in the subcontract and ensure adherence by personnel in accordance with the subcontract.

e. Digital and Social Media:

1) Subcontractor and Subcontractor personnel do not need to seek NREL/DOE headquarters approval to use digital media in their organizational or individual capacity, respectively.

2) Subcontractor must not suppress or alter the social media posts of its personnel that express scientific and technical opinions or related policy opinions.

f. The Subcontractor is responsible for maintaining the integrity of research performed pursuant to its NREL subcontract including the prevention, detection, and remediation of research misconduct as defined under the Federal and DOE policy, and the conduct of inquiries, investigations, and adjudication of allegations of research misconduct in accordance with the requirements of Federal and DOE policy and procedures. DOE implementing procedures for DOE contractors, such as NREL, and all subcontractors are provided in the clause titled “Research Misconduct” derived from DEAR 952.235-71 in Appendix B to this subcontract.

g. Subcontractor must provide NREL an opportunity to review, prior to publication or release, any institutional public communication (e.g. press release) related to work performed under the subcontract that substantially relies on NREL research or research conducted on behalf of NREL or is released under NREL’s name.

h. In general, any policies impacting the professional development activities of Subcontractor personnel are the purview of the Subcontractor, with the exception that Subcontractor must follow applicable NREL/DOE guidance on conference attendance under the subcontract and management of scientific and technical information in accordance with the requirements in the subcontract.

i. Flowdown. The Subcontractor shall insert the substance of this clause, including this paragraph (i), in all lower-tier subcontracts under this subcontract.

Appendices

APPENDIX B-2

Standard Terms and Conditions for Research and Development Subcontracts

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)

OR

APPENDIX C-2

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

APPENDIX D (IF APPLICABLE)

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

APPENDIX F (IF APPLICABLE)

Small Business Lower-Tier Subcontracting Plan