Attachment No. 2 - Sample Subcontract.pdf

Attachment No. 2

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 XXX (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 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 $*.**

Total Price: $*.**

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 $*.**. Out of this amount, NREL will pay a firm fixed price amount of $*.**, and the Subcontractor and its lower-tier subcontractors will provide price participation in the amount of $*.**. To demonstrate this, a breakdown is provided as follows:

NREL Amount Subcontractor’s

Price Participation Total Price of SOW Effort

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 1/12/21

2. Appendix B-2, entitled “General Terms and Conditions”, dated 3/01/2020

3. Appendix C-1 or C-2, entitled “Intellectual Property Provisions”, dated 03/01/2020

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 03/01/2020 (if applicable)

6. Subcontractor’s technical proposal number (None) dated [DATE] 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. Standard Terms and Conditions (Appendix C-1 or C-2);

5. Standard Terms and Conditions for Subcontracts in Excess of $700,000 (Appendix D) (if applicable);

6. Small Business Lower-Tier Subcontracting Plan (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 * of the Subcontractor’s proposal dated * 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

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.

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:

• Accounting Specialist-Subcontracts Name

• Agreement Number

• Subcontractor Name

• Invoice attached

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

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

• Accounting Specialist-Subcontracts Name

• 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 AND PUBLIC AFFAIRS

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.

COMPLIANCE WITH DOE O 486.1, DEPARTMENT OF ENERGY FOREIGN GOVERNMENT

TALENT RECRUITMENT PROGRAMS (DEC 2020)

COMPLIANCE WITH DOE O 486.1A, DEPARTMENT OF ENERGY FOREIGN

GOVERNMENT SPONSORED OR AFFILIATED ACTIVITIES (DEC 2020)

(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 from participation in any Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk.

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 are participating in any Foreign Government-Sponsored Talent Recruitment Program (FGTRP). If SUBCONTRACTOR personnel 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 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.

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)

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

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