Attachment No. 1 - Alterations to Terms and Conditions.pdf

ATTACHMENT NO. 1

ALTERATIONS TO TERMS AND CONDITIONS

July 17, 2026

These Alterations to Terms and Conditions modify the subcontract only as expressly stated herein.

Effect of Alterations

A. Appendix B-8 or B-8H, as applicable to this Purchase Order, is hereby modified as follows:

I. a. The clause titled “System for Award Management (NOV 2019)” (Derived from

FAR 52.204-7) (OCT 2018), is deleted in its entirety.

b. The clause titled “System for Award Management Maintenance (NOV 2019)

(Derived from FAR 52.204-13 (OCT 2018)” is modified, as follows:

i. Delete the prescription at the start of the clause and replace it with the following:

“(Applies to subcontracts where Subcontractor is required to register in the System for Award Management (SAM))”

ii. Paragraph (b) is deleted in its entirety and replaced with “(b) [Reserved].”

c. The clause titled “Payment by Electronic Funds Transfer-System for Award

Management (NOV 2016) (Derived from FAR 52.232-33 (JUL 2013)” is modified as follows:

Delete the prescription at the start of the clause and replace it with the following:

“(Applies to all subcontracts where Subcontractor is registered in the System for

Award Management.)”

d. The following clause is added to the subcontract:

“PAYMENT BY ELECTRONIC FUNDS TRANSFER – OTHER THAN SYSTEM FOR

AWARD MANAGEMENT (DEC 2025)

Derived from FAR 52.232-34 (JUL 2013)

(Applies to all subcontracts where Subcontractor is not registered in the System for Award

Management.)

(a) Method of payment.

1. All payments by NLR under this subcontract shall be made by electronic funds transfer (EFT) except as provided in paragraph (a)(2) of this clause. As used in this clause, the term "EFT" refers to the funds transfer and may also include the payment information transfer.

2. In the event NLR is unable to release one or more payments by EFT, the

Subcontractor agrees to either-

i. Accept payment by check or some other mutually agreeable method of payment;

or

ii. Request NLR to extend payment due dates until such time as NLR can make payment by EFT (but see paragraph (d) of this clause).

(b) Mandatory submission of Subcontractor's EFT information.

1. The Subcontractor is required to provide NLR with the information required to make payment by EFT (see paragraph (j) of this clause). The Subcontractor shall provide the EFT information directly to the NLR Subcontract Administrator designated in this subcontract to receive that information (hereafter: “designated office”) by including such EFT information in the Representations and Certifications and NLR Request for Automated Clearing House (ACH)/Wire Banking Information form submitted with the offer. If not otherwise specified in this subcontract, the NLR

Accounts Payable office is the designated office for receipt of the Subcontractor’s

EFT information. If more than one designated office is named for the subcontract, the

Subcontractor shall provide a separate notice to each office. In the event that the EFT information changes, the Subcontractor shall be responsible for providing the updated information to the designated office.

2. If the Subcontractor provides EFT information applicable to multiple subcontracts, the Subcontractor shall specifically state the applicability of this EFT information in terms acceptable to the designated office. However, EFT information supplied to a designated office shall be applicable only to subcontracts that identify that designated office as the office to receive EFT information for that contract.

(c) Mechanisms for EFT payment. NLR may make payment by EFT through either the

Automated Clearing House (ACH) network, subject to the rules of the National

Automated Clearing House Association, or the Fedwire Transfer System. The rules governing payments through the ACH are contained in 31 CFR Part 210.

(d) Suspension of payment.

1. NLR is not required to make any payment under this subcontract until after receipt, by the designated office, of the correct EFT payment information from the

Subcontractor. Until receipt of the correct EFT information, any invoice or subcontract financing request shall be deemed not to be a proper invoice for the purpose of prompt payment under this subcontract. The prompt payment terms of the subcontract regarding notice of an improper invoice and delays in accrual of interest penalties apply.

2. If the EFT information changes after submission of correct EFT information, NLR shall begin using the changed EFT information no later than 30 days after its receipt by the designated office and NLR completion of its banking review process to the extent payment is made by EFT. However, the Subcontractor may request that no further payments be made until the updated EFT information is implemented by the

NLR Accounts Payable office. If such suspension would result in a late payment under the prompt payment terms of this subcontract, the Subcontractor’s request for suspension shall extend the due date for payment by the number of days of the suspension.

(e) Liability for uncompleted or erroneous transfers.

1. If an uncompleted or erroneous transfer occurs because NLR used the

Subcontractor’s EFT information incorrectly, NLR remains responsible for-

i. Making a correct payment;

ii. Paying any prompt payment penalty due; and iii.Recovering any erroneously directed funds.

2. If an uncompleted or erroneous transfer occurs because the Subcontractor’s EFT information was incorrect, or was revised within 30 days of NLR’s release of the EFT payment transaction instruction to the Federal Reserve System, and-

i. If the funds are no longer under the control of the NLR Accounts Payable office, NLR is deemed to have made payment and the Subcontractor is responsible for recovery of any erroneously directed funds; or

ii. If the funds remain under the control of the NLR Accounts Payable office, NLR shall not make payment and the provisions of paragraph (d) shall apply.

(f) EFT and prompt payment. A payment shall be deemed to have been made in a timely manner in accordance with the prompt payment terms of this subcontract if, in the EFT payment transaction instruction released to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal

Reserve System.

(g) EFT and assignment of claims. No EFT assignment of claims is allowable under this subcontract.

(h) Liability for change of EFT information by financial agent. NLR is not liable for errors resulting from changes to EFT information provided by the Subcontractor’s financial agent.

(i) Payment information. The NLR Accounts Payable office shall forward to the

Subcontractor available payment information that is suitable for transmission as of the date of release of the EFT instruction to the Federal Reserve System. NLR may request the Subcontractor to designate a desired format and method(s) for delivery of payment information from a list of formats and methods the NLR Accounts Payable office is capable of executing. However, NLR does not guarantee that any particular format or method of delivery is available and retains the latitude to use the format and delivery method most convenient to NLR. If NLR makes payment by check in accordance with paragraph (a) of this clause, NLR shall mail the payment information to the remittance address contained in the Subcontractor’s Representations and Certifications and the

Subcontract.

(j) EFT information. The Subcontractor shall provide the following information to the designated office. The Subcontractor may supply this data for this or multiple subcontracts (see paragraph (b) of this clause). The Subcontractor shall designate a single financial agent per subcontract capable of receiving and processing the EFT information using the EFT methods described in paragraph (c) of this clause.

1. The subcontract number (or other procurement identification number).

2. The Subcontractor’s name and remittance address, as stated in the subcontract(s).

3. The signature (manual or electronic, as appropriate), title, and telephone number of the Subcontractor official authorized to provide this information.

4. The name, address, and 9-digit Routing Transit Number of the Subcontractor’s financial agent.

5. The Subcontractor’s account number and the type of account (checking, saving, or lockbox).

6. If applicable, the Fedwire Transfer System telegraphic abbreviation of the

Subcontractor’s financial agent.

7. If applicable, the Subcontractor shall also provide the name, address, telegraphic abbreviation, and 9-digit Routing Transit Number of the correspondent financial institution receiving the wire transfer payment if the Subcontractor’s financial agent is not directly on-line to the Fedwire Transfer System; and, therefore, not the receiver of the wire transfer payment.”

e. The following clause is added to the subcontract:

“ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

Derived from FAR 52.222-90 (DEVIATION APRIL 17, 2026)

(Applies to all subcontracts except those where the place of delivery or performance is outside the United States.)

(a) Definitions. As used in this clause—

Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations;

or similar opportunities that are sponsored or established by the Subcontractor or any lower-tier subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity’s resources.

(b) In connection with the performance of work under this subcontract, the Subcontractor agrees as follows:

(1) The Subcontractor will not engage in any racially discriminatory DEI activities;

(2) The Subcontractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the NLR Subcontract Administrator, for purposes of ascertaining compliance with this clause;

(3) In the event of the Subcontractor’s or a lower-tier subcontractor’s noncompliance with this clause, this subcontract may be canceled, terminated, or suspended in whole or in part, and the Subcontractor or lower-tier subcontractor may be declared ineligible for further Government contracts;

(4) The Subcontractor will report any lower-tier subcontractor's known or reasonably knowable conduct that may violate this clause to the NLR Subcontract Administrator and take any appropriate remedial actions directed by the NLR Subcontract Administrator;

and

(5) The Subcontractor will inform the NLR Subcontract Administrator if a lower-tier subcontractor sues the Subcontractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Subcontractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Subcontractor must include the substance of this clause, including this paragraph (c), in lower-tier subcontracts, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.”

B. Administrative and Organizational Updates – Appendix B-8 or B-8H, as applicable to this Purchase Order, is hereby modified as follows:

I. Laboratory Name Update

The United States Department of Energy (DOE) has renamed the National Renewable Energy

Laboratory as the National Laboratory of the Rockies (NLR), effective December 1, 2025.

This change reflects a laboratory naming and branding update only. It does not alter:

• the legal ownership of the laboratory,

• the management and operating structure, or

• any subcontractor rights or obligations.

Accordingly, all references to “National Renewable Energy Laboratory” or “NREL” in this subcontract or purchase order, are replaced with “National Laboratory of the Rockies” or “NLR.”

II. DOE Program Restructuring

DOE has announced an internal organizational restructuring under which the Office of

Energy Efficiency and Renewable Energy (EERE) has been consolidated into the Office of

Critical Minerals and Energy Innovation (CMEI).

Accordingly, all references to the Office of Energy Efficiency and Renewable Energy

(EERE) are replaced with “Office of Critical Minerals and Energy Innovation (CMEI).”

III. Change-of-Corporate-Name

All references to “Alliance for Sustainable Energy, LLC” shall be deemed to refer to

“Alliance for Energy Innovation, LLC.”