Attachment 2 - Sample Subcontract Schedule.pdf

Attachment 2

Sample Subcontract Schedule Firm Fixed Price with Work Order Process

INTRODUCTION & AGREEMENT

THIS SUBCONTRACT is effective upon execution by the Alliance for Energy Innovation, LLC, manager and operator of the National Laboratory of the Rockies and is between the Alliance for Energy Innovation, LLC, whose principal office is located in Golden, Colorado and TBD (hereinafter called “Subcontractor”).

The Alliance for Energy Innovation, 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 Laboratory of the Rockies (hereinafter called “NLR”). All references to ”NLR” in this subcontract shall mean the Alliance for Energy Innovation, 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 for this Subcontract shall be as follows:

Basic Period: Execution through Twelve (12) Months Option Period 1: Completion of Basic Period through Twelve (12) Months (If Exercised) Option Period 2: Completion of Option Period 1 through Twelve (12) Months (If Exercised) Option Period 3: Completion of Option Period 2 through Twelve (12) Months (If Exercised) Option Period 4: Completion of Option Period 3 through Twelve (12) Months (If Exercised)

Each of these periods may be extended by mutual written agreement of the parties. NLR will make a decision, based on its sole judgement, whether or not to continue and exercise each Option of this subcontract, prior to the completion date of each period. If all Options are exercised by NLR, the total period of performance for the Basic Period and all Options will be sixty (60) months. If NLR should decide not to exercise an Option, the subcontract shall be considered complete upon submittal of the final deliverables for the preceding Basic Period or Option.

PRICE AND PAYMENT (SPECIAL – TBD) (AUG 2026)

1. In full consideration of the Subcontractor’s performance of each work order authorized and issued by

NLR under this subcontract, the Subcontractor shall be paid the firm fixed price specified in the individual work order in accordance with the payment schedule for that specific work order. Nothing in this subcontract shall be construed to state or imply any agreement by NLR to place future subcontracts or work orders with the Subcontractor.

2. The total amount of all work orders issued under this subcontract shall not exceed the price of $*.00.

The not-to-exceed price is broken down as follows:

Basic Period Not to Exceed Price $*.00 Option Period 1 Not to Exceed Price $*.00 Option Period 2 Not to Exceed Price $*.00 Option Period 3 Not to Exceed Price $*.00 Option Period 4 Not to Exceed Price $*.00 Total Not to Exceed Price $*.00

3. Pursuant to the Article entitled “Limitation of Price and Subcontractor Obligations” of this Schedule, the amount of $100,000.00 is available for payment of occurrences specified in the work orders issued under this subcontract. The allotted amount will cover work order(s) under Appendix A, Statement of Work, which shall be completed on or before xx/xx/xxxx.

LIMITATION OF PRICE AND SUBCONTRACTOR OBLIGATIONS

1. Funds available for performance are described in the Article entitled “Price and Payment”. 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 deliverable specified in the Article entitled “Price and Payment”. When additional funds are available for the subcontract, NLR shall so notify the Subcontractor in writing. NLR shall also modify the amount of funds described in Paragraph 2 of the Article entitled “Price and Payment” as available for subcontract performance.

2. NLR is not obligated to the Subcontractor for any amount over that described in Paragraph 2 of the

Article entitled “Price and Payment” available for subcontract performance.

3. 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 Subcontract’s obligation shall increase only to the extent subcontract performance is required for the additional deliverable(s) for which funds are made available.

4. If this subcontract is terminated under the “Termination for Convenience of NLR” clause, “total subcontract price” in that clause means the amount available for the performance of this subcontract, as in Paragraph 1 above, plus any amount established as the cancellation ceiling. “Work under the subcontract” in that clause means the work under deliverable requirement for which funds have been made available. If the subcontract is terminated for default, NLR’s rights under this subcontract shall apply to the entire requirement.

5. 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 1 of this article.

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 xx/xx/xx

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

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

4. Appendix E, entitled “Travel Requirements”, dated 03/01/2020

5. Subcontractor’s technical proposal number (None) dated xx/xx/xxxx 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 (Appendix C-2) as applicable;

5. Standard Terms and Conditions (Appendix E);

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

7. 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 (None) of the Subcontractor’s proposal dated xx/xx/xxxx 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 NLR 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.

SUBCONTRACT ADMINISTRATION RESPONSIBILITIES

1. Signature Authority: This subcontract may only be modified by a formal modification signed by an authorized official of NLR.

2. Subcontract Administration Responsibilities: The authorized NLR 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 NLR 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

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@NLR.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

• Work Order Number

• Subcontractor Name

• Invoice attached

Example: Subject: Subcontract # - Work Order Number - Subcontractor Name - Invoice attached

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

• Agreement Number

• Work Order 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 receipt of any required patent clearance from DOE.

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 all deliverables, reporting requirements or closeout documentation 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 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”

7. The Subcontractor is hereby notified that NLR 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.

WORK ORDER PROCESS

The process for issuing work orders under this subcontract shall be as follows:

1. The Technical Monitor will issue a work order, in the format specified in Appendix A – Statement of Work, via email of facsimile, to the Subcontractor for each deliverable (or deliverables) required under this subcontract. As a minimum each work order will contain:

A. Description of Work;

B. Mutually agreeable deliverable(s) and due date(s); and

C. Mutually agreeable ceiling amount, based on price proposal that shall include the following:

a. Direct Materials – A breakdown of all direct materials required by the Subcontractor to perform the effort.

b. Direct Labor – A breakdown of the Subcontractor’s personnel who are proposed to perform work under this work order broken down by individual or category and fully loaded labor rates as specified in Price, Payment and Limitation of Payment Obligations article above, and total proposed labor amount.

c. Special Equipment – A breakdown of proposed special equipment by item including proposed amount and the basis for the amount (e.g. quote, engineering estimate, previous purchase, etc.) with supporting documentation.

d. Travel – Based on Federal Travel Regulations, a breakdown of the Subcontractor’s travel including the following information for each proposed trip:

Departure & Destination Cities Number of Travelers Duration of Trip Air Fare (Amount x Number of Travelers x Number of Trips)

Ground Transportation (Amount x Number x Number of Days x Number of Trips)

Hotel (Amount x Number of Travelers x Number of Days x Number of Trips)

Meals and Incidental Expenses (Amount x Number of Travelers x Number of Days x Number of Trips)

Miscellaneous Expenses (e.g. Transportation and Parking at Airport, Registrations Fees, etc. These need to be specified in a similar manner as above)

Total Travel Estimate

e. Consultants – Identify each proposed consultant the daily fee and any travel or other expenses. Include a quote from the consultant and either the consultant’s organizational conflict of interest representation or disclosure certification, a justification for the daily fee and expenses, the consultant’s resume, and the consultant’s completed Representations and Certifications for the proposed consulting services. Travel costs shall be in accordance with the Federal Travel Regulations.

f. Lower-Tier Subcontractors – Identify each proposed lower-tier subcontractor’s amount. Include a proposal from the lower-tier subcontractor that contains the same information as required by the Subcontractor. Note that the lower-tier subcontractor shall be required to submit complete, current cost or pricing data to substantiate its proposed direct and indirect costs. Each lower-tier subcontractor’s organizational conflict of interest representation or disclosure certification and the lower-tier subcontractor’s completed Representations and Certifications shall also be included. Travel costs shall be in accordance with the Federal Travel Regulations.

g. Other Direct Costs – A breakdown of all other direct costs including rationale and reasoning for such cost elements.

h. Subtotal – Self-explanatory.

i. General and Administrative Expense – The approved indirect rate contained in the basic work order agreement or a lower rate may be used by the Subcontractor in its proposal. If the Subcontractor has chosen to use a lower rate, the reason shall be provided. G&A shall not be applied again to the fully loaded labor rates.

j. Profit – The approved profit rate contained in the basic work order agreement may be used by the Subcontractor in its proposal. Profit shall not be applied again to the fully loaded labor rates.

k. Total Amount – Self-explanatory.

D. If foreign travel is proposed, a copy of the appropriate forms requesting the required DOE approval of foreign travel.

E. A proposed fixed price payment schedule that is associated with each proposed deliverable for the proposed work order.

F. Authorized signatures, as applicable.

2. Each work order proposal shall be reviewed by NLR and a negotiation for that work order shall be conducted between NLR and the Subcontractor.

3. Upon conclusion of the negotiations, NLR will issue a work order to the Subcontractor for execution and return to NLR.

4. Upon final acceptance and award of each individual work order, the Subcontractor shall commence the effort.

5. The Subcontractor shall utilize the following fully burdened hourly labor rates in preparing proposals for individual work orders:

Direct Labor Rates

Labor Category Basic Period

Option Period 1

Option Period 2

Option Period 3

Option Period 4

6. If necessary, the Technical Monitor will issue a revised work order to reflect changes to the description of work, deliverables and due dates, or the ceiling amount. Revised work orders will be submitted to the Subcontractor by email.

7. The Technical Monitor has authorization to place work orders (and revisions) up to a total of

$10,000.00 per work order. Any work order which exceeds the $10,000.00 total (including revisions) shall require preapproval by the Subcontract Administrator before it can be issued to the Subcontractor by the Technical Monitor.

8. The Technical Monitor will submit one copy of each approved work order or revised work order to the NLR Subcontract Associate.

INDEFINITE QUANTITY

1. This is an indefinite-quantity subcontract for the supplier or services specified, and effective for the period stated in the Schedule. The quantities of supplies and services specified in the Schedule are unknown.

2. Delivery of performance shall be made only as authorized by work orders issued in accordance with the Work Order Process article. The Subcontractor shall furnish to NLR, when and if ordered, the supplies or services specified in the Schedule.

3. There is no limit on the number of work orders that may be issued. NLR may issue work orders requiring delivery to multiple destinations or performance at multiple locations.

4. Any work order issued during the effective period of this subcontract and not completed within that period shall be completed by the Subcontractor within the time specified in the work order. The subcontract shall govern the Subcontractor’s and NLR’s rights and obligations with respect to that work order to the same extent as if the work order were completed during the subcontract’s effective period;

provided, that the Subcontractor shall not be required to make any deliveries under this subcontract after sixty (60) days after the expiration date of this subcontract.

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 NLR 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 NLR 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.

WORKERS’ COMPENSATION INSURANCE

Unless specifically exempted by State law, the Subcontractor shall procure adequate workers’ compensation insurance and provide proof of such insurance to the NLR Subcontract Administrator, or its agent before the commencement of work under the subcontract. The workers’ compensation insurance shall be maintained in full effect as required by applicable State law and regulations covering all employees engaged in work related to this subcontract or performing services throughout the duration of this subcontract. As applicable, the Subcontractor shall be responsible for complying with all requirements to obtain an exemption from coverage under the applicable State law and shall provide proof of such exemption to the NLR Subcontract Administrator or its agent before the commencement of work under the subcontract. Noncompliance with this insurance provision shall be considered a material breach of the subcontract. This insurance provision supersedes any workers’ compensation requirement that may be resident in an applicable B-Appendix to the subcontract.

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

SPONSORED OR AFFILIATED ACTIVITIES (MAR 2021)

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 NLR/Government facility, including an NLR/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 NLR 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.

ALTERATIONS TO TERMS AND CONDITIONS

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

Effect of Alterations

A. Appendix B – 2 is hereby modified as follows:

I. 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.

[end of Clause]

II. 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.”

B. Administrative and Organizational Updates- Appendix B-2 and C-1 or C-2 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 “NLR” 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.”

APPENDIX B-2

Standard Terms and Conditions for Research and Development Subcontracts

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

APPENDIX C-1 or APPENDIX C-2 (As Applicable)

Intellectual Property Provisions for Large Business, State and Local Governments, of Foreign Organizations (Research, Development, or Demonstration)

Or;

Intellectual Property Provisions for Domestic Small Business, Educational Institutions, and Other Nonprofit Organizations (Research, Development, or Demonstrations)

APPENDIX E

Standard Terms and Conditions for Travel Requirements