Attachment_No._2_-_Sample_Subcontract.pdf

ATTACHMENT NO. 2

SUBCONTRACT NO. RFC-SAMPLE

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: “SEGMENTED ULTRALIGHT MORPHING ROTOR

DEMONSTRATION FIELD TEST BLADE SET”

TYPE OF SUBCONTRACT: FIRM FIXED PRICE

PERIOD OF PERFORMANCE: EXECUTION THROUGH TWELVE (12) MONTHS

SUBCONTRACT AMOUNT: $0.00

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

OR

NET 30 (applicable to large business, state and local government or foreign organizations)

SUBCONTRACTOR'S

REMITTANCE NAME ELECTRONIC PAYMENTS

AND ADDRESS:

FUNDED AMOUNT AND

TASK CHARGE NUMBER: $0.00 --*****

INDEX

TO

SUBCONTRACT SCHEDULE

ARTICLE – TITLE PAGE

INTRODUCTION

AGREEMENT…

ARTICLE 1 - THE WORK TO BE PERFORMED

ARTICLE 2 - THE PERIOD OF PERFORMANCE

ARTICLE 3 - PRICE, PAYMENT, AND LIMITATION OF PAYMENT OBLIGATIONS

ARTICLE 4 - LIMITATION OF PRICE AND SUBCONTRACTOR OBLIGATIONS

ARTICLE 5 - PERSONAL PROPERTY MANAGEMENT AND CONTROL (JAN 2010)

ARTICLE 6 - APPLICABLE DOCUMENTATION

ARTICLE 7 - ORDER OF PRECEDENCE

ARTICLE 8 - RIGHTS TO PROPOSAL DATA

ARTICLE 9 - SUBCONTRACT ADMINISTRATION RESPONSIBILITIES

ARTICLE 10 - KEY PERSONNEL

ARTICLE 11 - INVOICES

ARTICLE 12 - PUBLICITY RELEASE AND PUBLIC AFFAIRS

ARTICLE 13 - SMALL BUSINESS LOWER-TIER SUBCONTRACTING PLAN

ARTICLE 14 - INTEGRATION

APPENDICES:

APPENDIX A STATEMENT OF WORK

APPENDIX B-2 STANDARD TERMS AND CONDITIONS

APPENDIX C-1 or C-2 INTELLECTUAL PROPERTY PROVISIONS

APPENDIX D STANDARD TERMS AND CONDITIONS FOR SUBCONTRACTS IN

EXCESS OF $700,000 (as applicable) APPENDIX F SMALL BUSINESS (LOWER-TIER) SUBCONTRACTING PLAN (as applicable)

SUBCONTRACT NO. RFC-SAMPLE

BETWEEN

ALLIANCE FOR SUSTAINABLE ENERGY, LLC

MANAGEMENT AND OPERATING CONTRACTOR FOR THE

NATIONAL RENEWABLE ENERGY LABORATORY

AND

<NO VALUE ENTERED>

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 “Segmented Ultralight

Morphing Rotor Demonstration Field Test Blade Set”, 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 twevle (12) months from such date; provided, however, that this period may be extended for additional periods by mutual written agreement of the parties.

Subcontract No. RFC-SAMPLE Page 2

ARTICLE 3 - PRICE, PAYMENT, AND LIMITATION OF PAYMENT OBLIGATIONS

A. The Subcontractor is authorized by NREL’s execution of this subcontract to perform that portion of the deliverables under Appendix A, Statement of Work, for which funds have been allotted and are available for payment pursuant to Article 3, Paragraph C of this Schedule.

B. Payments will be made by NREL upon receipt and acceptance of the deliverables, for which funds have been allotted and are available for payment, in the following specified amounts:

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. Pursuant to the article entitled “Limitation of Price and Subcontractor Obligations” of this

Schedule, the amount of $0.00 has been allotted and is available for payment of occurrence specified in Paragraph B above under this subcontract. The allotted amount will cover occurrences * under Appendix A, Statement of Work, which deliverables shall be completed on or before *.

ARTICLE 4 - LIMITATION OF PRICE AND SUBCONTRACTOR OBLIGATIONS

A. Funds available for performance are described in Article 3 - Price, Payment, Limitation of

Payment Obligations. The amount of funds available at award is not considered sufficient for the performance required for any tasks under Appendix A, Statement of Work other than the deliverables specified in Article 3 - Price, Payment, and Limitation of Payment Obligations.

When additional funds are available for the subcontract, NREL shall so notify the Subcontractor in writing. NREL shall also modify the amount of funds described in Article 3, Paragraph C as available for subcontract performance.

B. NREL is not obligated to the Subcontractor for any amount over that described in Article 3, Paragraph C as available for subcontract performance.

C. The Subcontractor is not obligated to incur costs for the performance required for effort associated with deliverables not designated as being covered by the available funds unless and until written notification is received from the Subcontract Administrator of an increase in availability of funds. If so notified, the Subcontractor's obligation shall increase only to the extent subcontract performance is required for the additional deliverables for which funds are made available.

D. If this subcontract is terminated under the “Termination for Convenience of NREL” clause, “total subcontract price” in that clause means the amount available for performance of this subcontract, as in Paragraph A above, plus any amount established as the cancellation ceiling. “Work under the subcontract” in that clause means the work under deliverable requirements for which funds have been made available. If the subcontract is terminated for default, NREL's rights under this subcontract shall apply to the entire requirement.

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E. Notification to the Subcontractor of an increase or a decrease in the funds available for performance of this subcontract under another article or clause (e.g., an “Option” or “Changes” clause) shall not constitute the notification contemplated by Paragraph A of this article.

ARTICLE 5 - PERSONAL PROPERTY MANAGEMENT AND CONTROL (JAN 2010)

A. Except for the NREL Furnished Government Property listed in Paragraph (B) (1) below, the estimated cost or price set forth in Article 3 includes funds set aside specifically for the acquisition of the personal property shown below and such funds may not be used for any other purpose. NREL shall not be obligated to reimburse the Subcontractor for personal property acquisition costs or prices that are in excess of the total amount specified in this Article.

B. Identification of and title to Government Property

1. NREL Furnished Government Property. The following Government Property is furnished to the Subcontractor by NREL in support of subcontract performance. The Government shall retain title in all NREL Furnished Government Property.

Item NREL Furnished Government Property

[e.g., nomenclature, manufacturer, model #] Category Controlled?

[Yes or No] $ Amount

1 - - $0.00!

2. Subcontractor Acquired or Fabricated Government Property. The following Government

Property shall be acquired or fabricated by the Subcontractor’s expenditure of NREL cost reimbursement (includes NREL cost share) or NREL price payment (includes NREL price participation) in support of subcontract performance.

a. Title to Subcontractor Acquired Government Property shall pass to and vest in the Government upon delivery of such acquired property.

Title to Subcontractor Fabricated Government Property shall pass to and vest in the Government upon the first occurrence of any of the following: (i) issuance of material for use in subcontract performance; (ii) commencement of processing or use of material in subcontract performance; or (iii) reimbursement of the cost or price of the material by NREL to the Subcontractor.

Item Subcontractor Acquired or Fabricated

Government Property [e.g., nomenclature, manufacturer, model #]

Category Controlled?

[Yes or No]

Estimated $ Amount

1 - - $0.00!

3. Insurance requirement for NREL Furnished Government Property and Subcontractor Acquired or Fabricated Government Property.

The Subcontractor shall, at its own expense, maintain and keep in force during the entire performance period of this subcontract property insurance equal to or greater than the amount of the NREL Furnished Government Property and the estimated amount of the

Subcontract No. RFC-SAMPLE Page 4

Subcontractor Acquired or Fabricated Government Property listed in paragraphs B (1) and B (2) above.

Before commencing work under this subcontract, the Subcontractor shall obtain the required property insurance and shall maintain such required property insurance for the entire period of performance of this subcontract. The Subcontractor shall immediately notify the NREL Subcontract Administrator in the event of any termination, cancellation, reduction or other material change adversely affecting NREL's/Government's interest in the property insurance.

The Subcontractor shall require lower-tier Subcontractors with possession or control of

NREL Furnished Government Property and Subcontractor Acquired or Fabricated Government Property under this subcontract to provide and maintain the same kinds and minimum amounts of property insurance required under this subcontract. The Subcontractor shall maintain a copy of all the lower-tier Subcontractors’ proofs of property insurance, and shall make copies available to the NREL Subcontract Administrator upon request.

C. Identification of and title to Subcontractor’s Personal Property.

1. Government Property with title vesting in Subcontractor. If explicitly listed below, title to Subcontractor Acquired or Fabricated Government Property shall pass to and vest in the Subcontractor in its capacity either as a (i) Nonprofit Educational Institution or (ii) Nonprofit Organization with a primary purpose to conduct scientific research.

Item Government Property with title vested in the Subcontractor

1 $0.00!

2. Subcontractor Furnished Personal Property. The following personal property shall be furnished by the Subcontractor at the Subcontractor’s private expense through Subcontractor cost share or Subcontractor price participation in support of subcontract performance. The Subcontractor shall retain title in all Subcontractor Furnished Personal Property.

Item Subcontractor Furnished Personal Property with title retained

1 $0.00!

3. Conditions placed on Subcontractor’s use of Personal Property. Vesting title to Subcontractor Acquired or Fabricated Government Property in an Educational Institution or Nonprofit Organization with a primary purpose to conduct scientific research (C.1.

above) or title retained by a Subcontractor in Subcontractor Furnished Property (C.2.

above) shall be subject to the conditions below.

a. The Subcontractor shall not charge depreciation, amortization, or use charges for the Subcontractor’s personal property listed in this Article to any other Federal Government contract, subcontract, cooperative agreement, or grant, either contemporaneously with this subcontract performance or in the future.

Subcontract No. RFC-SAMPLE Page 5

b. The Subcontractor’s personal property identified in this Article shall be used for the benefit of research and development under this subcontract and any extension hereto.

D. Advance Notice Requirements.

Advance notification by the Subcontractor and formal written modification approval by the

NREL Subcontract Administrator pursuant to the terms of the “Lower-tier Subcontracts” clause of Appendix B is required prior to the actual purchase of any personal property not listed in this Article.

The actual purchase of personal property listed in this Article has been approved as part of the award of this subcontract.

E. Invoice Requirements.

The Subcontractor shall identify and submit supporting documentation in accordance with the article entitled “Invoices” for all Subcontractor Acquired or Fabricated Government Property and Subcontractor Furnished Personal Property under this subcontract, regardless of title, ownership, possession, or control by the Subcontractor. The Subcontractor shall include, as applicable, the item nomenclature, manufacturer, model number, serial number, cost or price, applicable shipping and installation charges, and the purchase or fabrication date.

F. Property Management System Requirements.

The Subcontractor shall submit to the NREL Subcontract Administrator a written description of its approved Property Management System if the total amount of the NREL Furnished Government Property and Subcontractor Acquired or Fabricated Government Property listed in this Article is $500,000.00 or more. Additionally, when the amount totals $500,000.00 or more, the Subcontractor shall maintain an approved Property Management System for the accounting, control, protection, preservation, maintenance, use, and disposition of all property in its possession/control as listed in this Article.

The Subcontractor’s Property Management System shall be subject to audit by the Government or

NREL. The subcontractor’s property records and the premises where any Government Property is located shall be accessible during reasonable business hours to the Government and NREL during the subcontract period of performance and such amount of time thereafter necessary to fulfill all NREL-directed closeout requirements following subcontract termination or completion.

The Subcontractor shall treat all Government Property in its possession and control in accordance with the “Government Property” clause of Appendix B and other requirements as contained in this subcontract.

G. Accountability Requirements.

During the subcontract period of performance and such amount of time thereafter necessary to fulfill all NREL-directed closeout requirements following subcontract termination or completion, the Subcontractor shall be accountable for all personal property in support of subcontract performance, regardless of ownership, title, possession, or control by the Subcontractor. For purposes of this Subcontract, “accountable” means the Subcontractor shall have adequate procedures for the accounting, control, protection, preservation, maintenance, use, and disposition

Subcontract No. RFC-SAMPLE Page 6 of the personal property listed in this Article and such procedures shall be sufficient to identify, inventory, report, and certify the existence, location, and condition of the property listed in this

H. Control of Government Property.

For purposes of this Subcontract, “control” means the Subcontractor shall affix a property identification NREL/DOE tag number to Government Property in accordance with the categories of controlled Government Property listed in this Paragraph and shall maintain such NREL/DOE tag number for the identification and recording of such Government Property.

1. Categories of Controlled Government Property. For purposes of determining whether the

Subcontractor shall be responsible to control by affixing a property identification NREL/DOE tag number to Government Property under this Subcontract, the following categories of personal property shall be used:

a. “Equipment property”— Accountable controllable property with an acquisition cost of $5,000, or greater.

b. “Sensitive property”— Property that requires special control and accountability because of its susceptibility to unusual rates of loss, theft, misuse, or due to national security and export control considerations. Examples include, but not limited to: computers, computer external peripherals and storage, printers, cameras, and field equipment.

2. Categories of Property NOT controlled. There is no requirement to affix a property identification DOE/NREL tag number to the property in the following categories and values of Government Property.

a. “Equipment property” with a value of $4,999 or less.

b. “Sensitive property” not meeting the criteria listed in paragraph (H) (1) (b) above.

c. “Software” of any value.

d. “Expendable property” that are materials, which by their nature, are consumed during the course of the subcontract effort, regardless of value.

I. Inventory, Reporting, and Certification Requirements for ALL subcontracts.

Annually on the anniversary date of execution of this subcontract during performance of this subcontract, the Subcontractor shall provide to the NREL Subcontract Administrator a total acquisition cost or price for Government Property in its possession and control and listed in this

No later than September 30 of each even-numbered year during the performance of this subcontract, the Subcontractor shall conduct a physical inventory and shall submit to the NREL Subcontract Administrator a certified inventory and report on the existence, location, and condition of all Government Property in its possession and control as listed in this Article. An

Subcontract No. RFC-SAMPLE Page 7 authorized official of the Subcontractor shall certify that such Government Property inventory is complete, current, and accurate.

Immediately upon the termination or completion of subcontract performance, the Subcontractor shall submit to the NREL Subcontract Administrator a certified inventory and report on the existence, location, and condition of all Government Property in its possession and control as listed in this Article. An authorized official of the Subcontractor shall certify that such Government Property closeout inventory is complete, current, and accurate.

In addition to the inventories and reporting of Government Property required in this Article, the

Subcontractor shall conduct physical inventories requested by NREL and the Government and shall comply with all reporting requirements requested by NREL or the Government.

J. Additional Inventory, Reporting, and Certification Requirements for COST TYPE subcontracts.

In addition to the requirements in Paragraph I above, if this is a cost-type subcontract, the

Subcontractor shall submit to the NREL Subcontract Administrator within six months of execution of this subcontract a certified baseline inventory and report on the existence, location, and condition of all Government Property in its possession or control and listed in this Article. An authorized official of the Subcontractor shall certify that such Government Property baseline inventory is complete, current, and accurate.

K. Requirement to report shortage, loss, damage, or destruction of Government Property.

The Subcontractor shall report promptly to the NREL Subcontract Administrator any shortage, loss (including theft), damage, or destruction of Government Property in its possession or control as listed in this Article together with all the facts and circumstances of the shortage, loss, damage, or destruction. The Subcontractor shall cooperate with NREL representatives to complete missing or damaged Government Property reports.

L. Protection of Government’s Interest in Government Property.

With respect to Government Property in the possession or control of the Subcontractor as listed in this Article, the failure to perform the requirements of this Article shall constitute a breach of this Subcontract, unless such failure to perform is beyond the control of the Subcontractor or any lower-tier Subcontractor and without the fault or negligence of either.

NREL shall notify the Subcontractor in writing of such failure to perform and the Subcontractor shall cure within ten (10) days after receipt of the notice from the NREL Subcontract Administrator specifying the failure. The NREL Subcontract Administrator may authorize in writing a longer period of time allotted for the Subcontractor to cure the failure to perform.

In the event the Subcontractor fails to cure within the allotted time, NREL reserves the right to acquire, under the terms and in the manner the NREL Subcontract Administrator considers appropriate, the physical inventory and report required under this Article for the existence, location, and condition of the Government Property in the possession or control of the Subcontractor and listed in this Article. Further, NREL reserves the right to accomplish the disposition of such Government Property under the terms and in the manner the NREL Subcontract Administrator considers appropriate.

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The Subcontractor shall be liable to NREL for any excess costs incurred to acquire the physical inventory and report required under this Article for the existence, location, and condition of the Government Property in the possession or control of the Subcontractor as listed in this Article.

Further, the Subcontractor shall be liable to NREL for any excess costs incurred to accomplish the disposition of such Government Property. The rights and remedies of NREL/Government in this Article are in addition to any other rights and remedies provided by law or under this subcontract.

The NREL Subcontract Administrator may withhold all or any portion of payment of the price or allowable cost due to the Subcontractor under this subcontract until a reserve is set aside in an amount that the NREL Subcontract Administrator determines necessary to cover excess costs incurred to acquire the physical inventory and report and to accomplish the disposition of Government Property required under this Article. Notwithstanding any other terms or conditions contained in this schedule and Appendix B of this subcontract, NREL shall be entitled to set off any amount that NREL owes or may owe in the future to the Subcontractor (under this subcontract and any and all other collateral transactions between the Subcontractor and NREL) against any excess costs incurred to acquire the physical inventory and report and to accomplish the disposition of Government Property required under this Article.

ARTICLE 6 - 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 8/16/17.

B. Appendix B-2, entitled “Standard Terms and Conditions”, dated 12/15/16.

C. Appendix C-1 or C-2, entitled “Intellectual Property Provisions”, dated 03/26/12.

D. Appendix D, entitled “Standard Terms and Conditions for Subcontracts in Excess of $700,000”, dated 12/15/16 (as applicable).

E. Appendix F, entitled “Small Business (Lower-Tier) Subcontracting Plan”, dated * (as applicable).

F. Subcontractor’s technical proposal number (None) 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.

ARTICLE 7 - 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);

Subcontract No. RFC-SAMPLE Page 9

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

F. Small Business (Lower-Tier) Subcontracting Plan (Appendix F); (as applicable)

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

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

ARTICLE 8 - RIGHTS TO PROPOSAL DATA

Except for technical data contained on pages (None) 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 9 - 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 NREL official designated as the

Subcontract Administrator for this subcontract has the responsibilities for subcontract administration and negotiation of any modifications to this subcontract.

C. 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.

ARTICLE 10 - 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:

Name Project Title Telephone No.

* Project Manager (###) ###-####

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.

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ARTICLE 11 - 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 Becky Pfeffer

• Subcontract Number ***-*-*****-**

• Subcontractor Name *****

• Invoice attached Example: Subject: Becky Pfeffer - ***-*-*****-** - **** - Invoice attached

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

• Subcontract Associate Name Becky Pfeffer

• 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:

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

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 mailto:Accounts.Payable@nrel.gov

Subcontract No. RFC-SAMPLE Page 11 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 12 - PUBLICITY RELEASE AND PUBLIC AFFAIRS

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.

ARTICLE 13 - SMALL BUSINESS LOWER-TIER SUBCONTRACTING PLAN

The Subcontractor's Small Business Lower-tier Subcontracting Plan dated * 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 http://www.nrel.gov/business_opportunities/related_docs.html, under the document entitled “Instructions for Submitting Small Business Subcontracting Reports through the Electronic Subcontracting Reporting System (eSRS)”.

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ARTICLE 14 - 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: