(Attachment 2) Sample Subcontract Schedule RFX-2020-10287.pdf

Sample Subcontract

Contract Terms and Conditions

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 _____ (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 shall be completed by 7/31/2022; provided, however, that this period may be extended for additional periods by mutual written agreement of the parties.

Price & Funding

PRICE AND PAYMENT

1. In full consideration of the Subcontractor’s performance, hereunder, NREL shall pay the

Subcontractor the prices stipulated in Paragraph 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 Kickoff Meeting $0.00

2 Initial Information/Metrics, One-Page Team and Project

Story, and Team Photos

$0.00

3 Final Reports (2) Detailing the Project Development Plan and Wind Turbine Design

$0.00

4 Attendance and Participation at the 2022 Collegiate Wind

Competition

$0.00

5 Final Activity and Impact Report $0.00

Total Price: $0.00

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.

Property & Travel

Documents, Precedence & Data

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 9/2/20

2. Appendix B, entitled Collegiate Wind Competition General Terms and Conditions”, dated 9/4/20

3. Appendix C-2, entitled “Intellectual Property Provisions”, dated 3/1/20

4. 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);

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

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

6. 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 VALUE of the Subcontractor’s proposal dated DATE 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 Telephone No.

NAME PROJECT TITLE TELEPHONE NO

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.

Indemnity, Status, Export & Language

EXPORT CONTROL

The parties understand that materials and information resulting from the performance of this Subcontract may be subject to export control laws and that each party is responsible for its own compliance with such laws.

SUBCONTRACT LANGUAGE INCONSISTENCIES IN TRANSLATION

In the event of inconsistency between any terms of this subcontract and any translation thereof into another language, the English language meaning shall control.

Other

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 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 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 (SEP 2019)

(Applies when Subcontractor performs Research and Development or Demonstration work on the

NREL/Government site(s) and/or when Subcontractor will access the NREL network/system)

1. With respect to the work being performed under this subcontract, the Subcontractor must utilize due diligence to ensure that neither it nor any of its employees or applicable lower-tier subcontractor employees, working at any level, participate in a foreign government talent recruitment program of a foreign country while performing work within the scope of this subcontract. The Subcontractor must file reports with DOE, through the NREL Subcontract

Administrator, on a quarterly basis when it or an such employees or lower-tier subcontractor employees are participants in a foreign government talent recruitment program of a foreign country, or when the Subcontractor has a reasonable basis to report such employees or lower-tier subcontractor employees as a participant in a foreign government talent recruitment program of a foreign country.

2. The Subcontractor must notify the Office of Intelligence and Counterintelligence, through the

NREL Subcontract Administrator, within 5 business days upon, at any time during the term of this subcontract, including options and extensions, learning that it or any of its employees or applicable lower-tier subcontract employees are believed to be participants in a foreign government talent recruitment program of a foreign country.

3. Upon filing quarterly reports in accordance with paragraph 1, or providing notifications in accordance with paragraph 2, the subcontractor will be notified by the NREL Subcontract

Administrator whether, based on DOE review, it or any of its employees or applicable lower-tier subcontractor employees, are participants in a foreign government talent recruitment program of a foreign country covered by this Article. Following notification by the NREL Subcontract

Administrator, the Subcontractor must take appropriate action to ensure that, within 30 days of notification, neither it nor any such employees or applicable lower-tier subcontractor employees are participants in a foreign government talent recruitment program of a foreign country while performing work within the scope of this Subcontract

4. Failure by the Subcontractor to reasonably ensure that neither it nor any of its employees or applicable lower-tier subcontractor employees participate in a foreign government talent recruitment program of a foreign country may result in NREL exercising contractual remedies in accordance with the terms of this subcontract.

5. The Subcontractor must flow this article to Research and Development (R&D) or Demonstration lower-tier subcontracts at any tier where the Subcontractor’s work is performed on the

NREL/Government site(s) and/or when the Subcontractor employees or lower-tier subcontractor employees will access the NREL network/system. To the extent corporate resources are made available under the subcontract or lower-tier subcontract, the individuals made available as corporate resources must be included and reported by the Subcontractor. This article does not apply to ministerial corporate resource support (e.g. HR, legal, travel personnel, timekeeping personnel, benefits, etc.).

Appendices

APPENDIX C-2

Intellectual Property Provisions for Domestic Small Business, Educational Institutions, and other Nonprofit

Organizations (Research, Development, or Demonstration)

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

Appendix B – Collegiate Wind Competition (General Terms and Conditions) 9/4/20