Attachment_No._2_-_Proforma_RFC-5-52015.pdf

ATTACHMENT NO. 2

PROFORMA NO. RFC-5-52015

UNDER

PRIME CONTRACT NO. DE-AC36-08GO28308

CONTRACTING PARTY: ALLIANCE FOR SUSTAINABLE ENERGY, LLC

MANAGEMENT AND OPERATING CONTRACTOR FOR THE

NATIONAL RENEWABLE ENERGY LABORATORY (“NREL”)

SUBCONTRACTOR: *

ADDRESS: *

SUBCONTRACT TITLE: "DISTRIBUTED WIND TURBINE COMPETITIVENESS

IMPROVEMENT PROJECT – TYPE CERTIFICATION (>200M2

AND <1000M2)"

TYPE OF SUBCONTRACT: FIRM FIXED PRICE WITH PRICE PARTICIPATION

PERIOD OF PERFORMANCE: EXECUTION THROUGH EIGHTEEN (18) MONTHS

SUBCONTRACT AMOUNT:

NREL AMOUNT

SUBCONTRACTOR’S

PRICE PARTICIPATION TOTAL PRICE

$0.00 *% $0.00 *% $ 0.00 100%

PAYMENT TERMS: NET 15 (applicable to domestic small businesses)

OR

NET 30 (applicable to large businesses, state and local governments or foreign organizations)

SUBCONTRACTOR'S

REMITTANCE NAME *

AND ADDRESS: *

FUNDED AMOUNT AND

TASK CHARGE NUMBER: $0.00

INDEX

TO

SUBCONTRACT SCHEDULE

ARTICLE – TITLE PAGE

INTRODUCTION

AGREEMENT 1

ARTICLE 1 - THE WORK TO BE PERFORMED

ARTICLE 2 - THE PERIOD OF PERFORMANCE

ARTICLE 3 - PRICE AND PAYMENT

ARTICLE 4 - APPLICABLE DOCUMENTATION

ARTICLE 5 - ORDER OF PRECEDENCE

ARTICLE 6 - RIGHTS TO PROPOSAL DATA

ARTICLE 7 - SUBCONTRACT ADMINISTRATION RESPONSIBILITIES

ARTICLE 8 - KEY PERSONNEL

ARTICLE 9 - INVOICES

ARTICLE 10 - PUBLICITY RELEASE AND PUBLIC AFFAIRS

ARTICLE 11 - INTEGRATION

APPENDICES:

APPENDIX A STATEMENT OF WORK

APPENDIX B-2 STANDARD TERMS AND CONDITIONS

APPENDIX C-1 or C-2 INTELLECTUAL PROPERTY PROVISIONS

PROFORMA NO. RFC-5-52015

BETWEEN

ALLIANCE FOR SUSTAINABLE ENERGY, LLC

MANAGEMENT AND OPERATING CONTRACTOR FOR THE

NATIONAL RENEWABLE ENERGY LABORATORY

AND

SCHEDULE

INTRODUCTION

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"), whose principal offices are located in *, *.

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.

AGREEMENT

NOW, THEREFORE, the parties hereto agree to the following terms and conditions:

ARTICLE 1 - THE WORK TO BE PERFORMED

A. The Subcontractor shall perform the work generally described as “Distributed Wind Turbine

Competitiveness Improvement Project – Type Certification (>200m2 and <1000m2)”, and specifically provided for in Appendix A, Statement of Work, attached hereto and made a part hereof, pursuant to the provisions of this subcontract.

B. Specific deliverables, quantities, due dates, reporting requirements, and addresses are set forth in

Appendix A hereto.

ARTICLE 2 - THE PERIOD OF PERFORMANCE

The period of performance under this subcontract shall commence upon the date of execution and shall be completed eighteen (18) months from such date; provided, however, that this period may be extended for additional periods by mutual written agreement of the parties.

PROFORMA NO. RFC-5-52015 Page 2

ARTICLE 3 - PRICE AND PAYMENT

A. In full consideration of the Subcontractor's performance, hereunder, NREL shall pay the

Subcontractor the prices stipulated in B below, less any deductions provided in this subcontract.

The total price for performance and receipt and acceptance of all deliverables under this subcontract is $0.00.

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

Occurrences Amount Total Price: $ 0.00

Said payments shall be made after receipt of and acceptance by NREL of the specified deliverables 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.

C. The total amount to perform the work identified in Appendix A, Statement of Work (SOW), is $

0.00. Out of this amount, NREL will pay a firm fixed price amount of $0.00, and the Subcontractor and its lower-tier subcontractors will provide price participation in the amount of $0.00. To demonstrate this, a breakdown is provided as follows:

NREL Amount

Subcontractor’s Price Participation

Total Price of SOW Effort

$0.00 $0.00 $*

D. Pursuant to the article entitled “Limitation of Price and Subcontractor Obligations” of this schedule, the amount of $* has been allotted and is available for payment of occurrence specified in Paragraph B above under this subcontract. The allotted amount will cover occurrence * under Appendix A, Statement of Work, which deliverables shall be completed on or before *.

ARTICLE 4 - 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:

A. Appendix A, entitled "Statement of Work", dated 12/4/14.

B. Appendix B-2, entitled “Standard Terms and Conditions”, dated 7/11/14.

C. Appendix C-1 or C-2, entitled “Intellectual Property Provisions”, dated 3/26/12.

D. Subcontractor’s technical proposal number * dated * 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.

PROFORMA NO. RFC-5-52015 Page 3

ARTICLE 5 - ORDER OF PRECEDENCE

Any inconsistency in this subcontract shall be resolved by giving precedence in the following order:

A. This Schedule;

B. Statement of Work (Appendix A);

C. Standard Terms and Conditions (Appendix B-2);

D. Intellectual Property Provisions (Appendix C-1 or C-2);

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

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

ARTICLE 6 - 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 others do so for any purpose whatsoever, the technical data contained in the proposal upon which this subcontract is based.

ARTICLE 7 - 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 official of NREL has designated

Maurice Nelson as the Subcontract Administrator for this subcontract with the responsibilities for subcontract administration and negotiation of any modifications to this subcontract. The Subcontract Administrator's telephone number is 303-384-7029.

a. Technical Monitoring Responsibilities: The authorized official of NREL has designated * as the

Technical Monitor for this subcontract with 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 Subcontract Administrator designated in Paragraph B above. The Technical Monitor's telephone number is *.

ARTICLE 8 - KEY PERSONNEL

A. 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:

PROFORMA NO. RFC-5-52015 Page 4

Name Project Title Telephone No.

B. 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.

ARTICLE 9 - INVOICES

A. 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

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

• Subcontract Associate Name: *

• Subcontract Number: ***-*-*****-**

• Subcontractor Name: *

• Invoice attached: *

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

• Subcontract Associate Name: *

• Subcontract 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

D. 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 receipt of any required patent clearance from

DOE.

E. 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 covered by the invoice, whichever is later.

F. The Subcontractor shall submit its invoices in reasonable detail in accordance with the payment schedule contained in the Article 3 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:

mailto:Accounts.Payable@nrel.gov

PROFORMA NO. RFC-5-52015 Page 5

“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”

G. 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.

ARTICLE 10 - PUBLICITY RELEASE AND PUBLIC AFFAIRS

(domestic small businesses, educational institutions and other nonprofit organizations)

A. 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.

B. Data rights are set forth in Appendix C hereof.

OR

ARTICLE 10 – PUBLICITY RELEASE AND PUBLIC AFFAIRS

(large businesses, state and local governments or foreign organizations)

A. 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.

PROFORMA NO. RFC-5-52015 Page 6

B. 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.

ARTICLE 11 - INTEGRATION

This subcontract 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

NREL.

IN WITNESS WHEREOF, the parties hereto have executed this subcontract as of the date fully signed below.

ACCEPTED: * AUTHORIZED: ALLIANCE FOR SUSTAINABLE

ENERGY, LLC

By: By:

Name: Name:

Title: Title:

Date: Date: