Common use of Contracting and Procurement Procedures Clause in Contracts

Contracting and Procurement Procedures. ‌ a. Contractor’s Obligations to Subcontractors 1) The Recipient is responsible for handling all contractual and administrative issues arising out of or related to any subcontracts it enters into for the performance of this Agreement. 2) Nothing contained in this Agreement or otherwise creates any contractual relation between the Commission and any subcontractors, and no subcontract may relieve the Recipient of its responsibilities under this Agreement. The Recipient agrees to be as fully responsible to the Commission for the acts and omissions of its subcontractors or persons directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Recipient. The Recipient’s obligation to pay its subcontractors is an independent obligation from the Commission’s obligation to make payments to the Recipient. As a result, the Commission has no obligation to pay or enforce the payment of any funds to any subcontractor. 3) The Recipient is responsible for establishing and maintaining contractual agreements with and reimbursing each subcontractor for work performed in accordance with the terms of this Agreement. b. Flow-Down Provisions Subcontracts funded in whole or in part by this Agreement must include language conforming to the provisions below, unless the subcontracts are entered into by the University of California (UC) or the U.S. Department of Energy (DOE) national laboratories. UC may use the terms and conditions negotiated by the Energy Commission with UC for its subcontracts. DOE national laboratories may use the terms and conditions negotiated with DOE (please contact the Commission Grants Officer for these terms). • Standard of Performance (Section 3) • Legal Statements on Products (included in Section 5, “Products”) • Prevailing Wage (Section 10) • Recordkeeping, Cost Accounting, and Auditing (Section 11) • Equipment (Section 14) • Indemnification (Section 17) • Intellectual Property (Section 20) • Access to Sites and Records (included in Section 22, “General Provisions”) • Nondiscrimination (included in Section 23, “Certifications and Compliance”) • Survival of the following sections: o Equipment (Section 14) o Recordkeeping, Cost Accounting, and Auditing (Section 11) o Intellectual Property (Section 20) o Access to Sites and Records (included in Section 22, “General Provisions”) Subcontracts funded in whole or in part by this Agreement must also include the following: • A clear and accurate description of the material, products, or services to be procured. • A detailed budget and timeline. • Provisions that allow for administrative, contractual, or legal remedies in instances where subcontractors breach contract terms, in addition to sanctions and penalties as may be appropriate. • Provisions for termination by the Recipient, including termination procedures and the basis for settlement. • A statement that further assignments will not be made to any third or subsequent tier subcontractor without additional advance written consent of the Commission.

Contracting and Procurement Procedures. ‌ a. ContractorThis section provides general requirements for an agreement between the Recipient and a third party (“subcontractor”). All subcontracts must be submitted to the CAM for review prior to execution, pursuant to the administrative task. For subcontracts that are listed as “to be determined” in the budget, the Recipient must submit the subcontractor’s Obligations budget information to Subcontractors 1) the CAM, using the budget forms provided, and have an executed subcontract, before the subcontractor can incur any costs for which the Recipient will seek reimbursement. The Recipient is required, where feasible, to employ contracting and procurement practices that promote open competition for all goods and services needed to complete this project. Recipient shall obtain price quotes from an adequate number of sources for all subcontracts. The Energy Commission will defer to the Recipient's own regulations and procedures as long as they reflect applicable state and local laws and regulations and are not in conflict with the minimum standards specified in this Agreement. Upon request, the Recipient must submit to the CAM a copy of all solicitations for services or products required to carry out the terms of this Agreement and copies of the proposals or bids received. If a specific subcontractor was identified in the original grant application and the grant was evaluated based in part on this subcontractor's qualifications, then prior written approval from the CAM is required before substituting a new subcontractor. The Recipient is responsible for handling all contractual and administrative issues arising out of or related to any subcontracts it enters into for the performance of this Agreement. 2) Nothing contained in this Agreement or otherwise creates any contractual relation between the Commission and any subcontractors, and no subcontract may relieve the Recipient of its responsibilities under this Agreement. The Recipient agrees to be as fully responsible to the Commission for the acts and omissions All subcontracts must incorporate all of its subcontractors or persons directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Recipient. The Recipient’s obligation to pay its subcontractors is an independent obligation from the Commission’s obligation to make payments to the Recipient. As a result, the Commission has no obligation to pay or enforce the payment of any funds to any subcontractor. 3) The Recipient is responsible for establishing and maintaining contractual agreements with and reimbursing each subcontractor for work performed in accordance with the terms of this Agreement. b. Flow-Down Provisions Subcontracts funded in whole or in part by this Agreement must include language conforming to the provisions below, unless the subcontracts are entered into by the University of California (UC) or the U.S. Department of Energy (DOE) national laboratories. UC may use the terms and conditions negotiated by the Energy Commission with UC for its subcontracts. DOE national laboratories may use the terms and conditions negotiated with DOE (please contact the Commission Grants Officer for these terms). • Standard of Performance (Section 3) • Legal Statements on Products (included in Section 5, “Products”) • Prevailing Wage (Section 10) • Recordkeeping, Cost Accounting, and Auditing (Section 11) • Equipment (Section 14) • Indemnification (Section 17) • Intellectual Property (Section 20) • Access to Sites and Records (included in Section 22, “General Provisions”) • Nondiscrimination (included in Section 23, “Certifications and Compliance”) • Survival of the following sections: o Equipment (Section 14) o Recordkeeping, Cost Accounting, and Auditing (Section 11) o Intellectual Property (Section 20) o Access to Sites and Records (included in Section 22, “General Provisions”) Subcontracts funded in whole or in part by this Agreement must also include the following: •  A clear and accurate description of the material, products, or services to be procured. • A procured as well as a detailed budget and timeline. •  Provisions that allow for administrative, contractual, or legal remedies in instances where subcontractors violate or breach contract terms, in addition to and provide for such sanctions and penalties as may be appropriate. •  Provisions for termination by the Recipient, including termination procedures and the basis for settlement. • A statement that further assignments will not be made  Language conforming to any third or subsequent tier subcontractor without additional advance written consent the "Nondiscrimination" provision in this Agreement.  The Standard of Performance provisions specified in this Agreement.  Retention of Records provisions specified in this Agreement.  Audits provisions specified in this Agreement.  Language conforming to the Commission“Indemnification” provision in this Agreement.  Public Work -- Payment of Prevailing Wages Generally Required by Law provisions in this Agreement Recipients who are subcontracting with University of California (UC) may use the terms and conditions negotiated by the Energy Commission with UC for their subcontracts. Recipients who are subcontracting with the Department of Energy (DOE) national laboratories may use the terms and conditions negotiated with DOE. Failure to comply with the above requirements may result in the termination of this Agreement.

Contracting and Procurement Procedures. ‌‌ This section provides general requirements for (a) an agreement between the Recipient and a third-party subcontractor3 (subcontract), and (b) an agreement between the Recipient and a Retrofit Awardee (Retrofit Award). Where these terms require the Recipient to flow down terms to subcontractors and Retrofit Awardees, the Recipient shall ensure that its agreement with subcontractors and Retrofit Awardees also require the flow down of these terms to every lower-tiered level of sub-subcontractor and sub-Retrofit Awardee. For subcontracts that are listed as “to be determined” in the Budget, the Recipient must submit a revised Budget to the CAM, identifying the subcontractor and specific items of cost expected to be incurred by that subcontractor. In addition, Recipient must have a fully executed subcontract or Retrofit Award before the subcontractor or Retrofit Awardee can incur any costs for which the Recipient will seek reimbursement. The Recipient is required, where feasible, to employ contracting and procurement practices that promote open competition for all goods and services needed to complete this project. Recipient shall obtain price quotes from an adequate number of sources for all subcontracts. The CEC will defer to the Recipient's own regulations and procedures as long as they reflect applicable state and local laws and regulations and are not in conflict with the minimum standards specified in this Agreement. Upon request, the Recipient must submit to the CAM a copy of all solicitations for services or products required to carry out the terms of this Agreement and copies of the proposals or bids received. a. Contractor3 A subcontractor is any person or entity that receives grant funds directly from the Recipient and is entrusted by the Recipient to make decisions about how to conduct some of the block grant project activities. A subcontractor’s Obligations role involves discretion over grant activities and is not merely just selling goods or services. A subcontractor cannot also be a Retrofit Awardee. A vendor is a person or entity that sells goods or services to Subcontractors 1) the Recipient, Subcontractor, or any lower-tiered level of Sub-Subcontractor, in exchange for some of the grant funds, and does not make decisions about how to perform the grant’s activities. A vendor’s role is ministerial and does not involve discretion over grant activities. The Recipient is responsible for handling all contractual and administrative issues arising out of or related to any subcontracts it enters into for the performance of under this Agreement. 2) . Nothing contained in this Agreement or otherwise creates any contractual relation between the Commission CEC and any subcontractors, and no subcontract may relieve the Recipient of its responsibilities under this Agreement. The Recipient agrees to be as fully responsible to the Commission CEC for the acts and omissions of its subcontractors or persons directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Recipient. The Recipient’s obligation to pay its subcontractors is an independent obligation from the CommissionCEC’s obligation to make payments to the Recipient. As a result, the Commission CEC has no obligation to pay or enforce the payment of any funds to any subcontractor. 3) . The Recipient is responsible for establishing and maintaining contractual agreements with and reimbursing each subcontractor for work performed in accordance with the terms of this Agreement. b. Flow-Down Provisions Subcontracts funded in whole or in part by this Agreement . All subcontracts must include language conforming to the provisions below, unless the subcontracts are entered into by the University incorporate all of California (UC) or the U.S. Department of Energy (DOE) national laboratories. UC may use the terms and conditions negotiated by the Energy Commission with UC for its subcontracts. DOE national laboratories may use the terms and conditions negotiated with DOE (please contact the Commission Grants Officer for these terms). • Standard of Performance (Section 3) • Legal Statements on Products (included in Section 5, “Products”) • Prevailing Wage (Section 10) • Recordkeeping, Cost Accounting, and Auditing (Section 11) • Equipment (Section 14) • Indemnification (Section 17) • Intellectual Property (Section 20) • Access to Sites and Records (included in Section 22, “General Provisions”) • Nondiscrimination (included in Section 23, “Certifications and Compliance”) • Survival of the following sections: o Equipment (Section 14) o Recordkeeping, Cost Accounting, and Auditing (Section 11) o Intellectual Property (Section 20) o Access to Sites and Records (included in Section 22, “General Provisions”) Subcontracts funded in whole or in part by this Agreement must also include the following: • A clear and accurate description of the material, products, or services to be procuredprocured as well as a detailed budget and timeline. • A detailed budget and timeline. • Provisions that allow for administrative, contractual, or legal remedies in instances where subcontractors violate or breach contract terms, in addition to and provide for such sanctions and penalties as may be appropriate. • Provisions for termination by the Recipient, including termination procedures and the basis for settlement, and language conforming to the termination provision related to Executive Order N-6-22 – Russia Sanctions. • A statement that further assignments will not be made to any third or subsequent tier subcontractor without additional advance written consent of the Commission.CEC. • Language conforming to the following provisions: • Publications - Legal Statement on Reports and Products (Section 5) • Equipment (Section 10) • Travel and Per Diem (Section 13) • Standard of Performance (Section 14) • Fiscal Accounting Requirements (Section 16) • Indemnification (Section 17) • Nondiscrimination Statement of Compliance (Section 20.b) • Site Visits (Section 21) • Public Works – Payment of Prevailing Wages (Section 23) • Intellectual Property (Section 24) • Remedies for Non-Compliance (Section 25) • Enforcement (Section 26) • Receipt of Confidential Information and Personal Information (Section 28) • Conflicts of Interest (Section 31) • Survival of the following provisions: • Equipment (Section 10) • Fiscal Accounting Requirements (Section 16) • Intellectual Property (Section 24) • Receipt of Confidential Information and Personal Information (Section 28) Recipients who are subcontracting with University of California (UC) may use the terms and conditions negotiated by the CEC with UC for their subcontracts. Recipients who are subcontracting with the United States Department of Energy (DOE) national laboratories may use the terms and conditions negotiated with DOE. Without limiting any of the CEC’s other remedies, failure to comply with the above requirements may result in the termination of this Agreement. Retrofit Awards funded in whole or in part by this Agreement must incorporate all of the following: • Provisions that allow for administrative, contractual, or legal remedies in instances where Retrofit Awardees violate or breach contract terms, including Program Participation Agreement terms and the tenant protections therein, and provide for such sanctions and penalties as may be appropriate, including the repayment to CEC of grant funds spent under the Retrofit Award. • Provisions for termination by the Recipient, including termination procedures and the basis for settlement, and language conforming to the termination provision related to Executive Order N-6-22 – Russia Sanctions. • A statement that further assignments will not be made to any third or subsequent tier Retrofit Awardee without additional advance written consent of the CEC. • Language conforming to the following provisions: • Equipment (Section 10) • Indemnification (Section 17) • Site Visits (Section 21) • Remedies for Non-Compliance (Section 25) • Enforcement (Section 26) • Receipt of Confidential Information and Personal Information (Section 28), if applicable • Conflicts of Interest (Section 31) • Survival of the following provisions: • Equipment (Section 10)

Contracting and Procurement Procedures. ‌This section provides general requirements for agreements entered into between the Recipient and subcontractors for the performance of this Agreement. a. Contractor’s Obligations to Subcontractors 1) The Recipient is responsible for handling all contractual and administrative issues arising out of or related to any subcontracts it enters into for the performance of this Agreement. 2) Nothing contained in this Agreement or otherwise creates any contractual relation between the Commission and any subcontractors, and no subcontract may relieve the Recipient of its responsibilities under this Agreement. The Recipient agrees to be as fully responsible to the Commission for the acts and omissions of its subcontractors or persons directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Recipient. The Recipient’s obligation to pay its subcontractors is an independent obligation from the Commission’s obligation to make payments to the Recipient. As a result, the Commission has no obligation to pay or enforce the payment of any funds to any subcontractor. 3) The Recipient is responsible for establishing and maintaining contractual agreements with and reimbursing each subcontractor for work performed in accordance with the terms of this Agreement. b. Flow-Down Provisions Subcontracts funded in whole or in part by this Agreement must include language conforming to the provisions below, unless the subcontracts are entered into by the University of California (UC) or the U.S. Department of Energy (DOE) national laboratories. UC may use the terms and conditions negotiated by the Energy Commission with UC for its subcontracts. DOE national laboratories may use the terms and conditions negotiated with DOE (please contact the Commission Grants Officer for these terms). • Standard of Performance (Section 3) • Legal Statements on Products (included in Section 5, “Products”) • Prevailing Wage (Section 10) • Recordkeeping, Cost Accounting, and Auditing (Section 11) • Equipment (Section 14) • Indemnification (Section 17) • Intellectual Property (Section 20) • Access to Sites and Records (included in Section 22, “General Provisions”) • Nondiscrimination (included in Section 23, “Certifications and Compliance”) • Survival of the following sections: o Equipment (Section 14) o Recordkeeping, Cost Accounting, and Auditing (Section 11) o Intellectual Property (Section 20) o Access to Sites and Records (included in Section 22, “General Provisions”) Subcontracts funded in whole or in part by this Agreement must also include the following: • A clear and accurate description of the material, products, or services to be procured. • A detailed budget and timeline. • Provisions that allow for administrative, contractual, or legal remedies in instances where subcontractors breach contract terms, in addition to sanctions and penalties as may be appropriate. • Provisions for termination by the Recipient, including termination procedures and the basis for settlement. • A statement that further assignments will not be made to any third or subsequent tier subcontractor without additional advance written consent of the Commission.