REQUEST FOR PROPOSALS

For Consulting Assistance on a Department Initiative to Improve the Delivery of Electricity Services

through Advancements in Rate Design

REVISED TIMELINE & EXTENSION

Original Issue Date: May 30, 2019 Revised Issue Date: June 25, 2019

Extended Response Due Date: July 12, 2019

Department Contact: Edward Delhagen Vermont Department of Public Service

112 State Street Montpelier, VT 05620-2601

Phone: (802) 828-4099 Email: Ed.Delhagen@Vermont.gov

VERMONT DEPARTMENT OF PUBLIC SERVICE REQUEST FOR PROPOSALS DELIVERY OF ELECTRICITY SERVICES THROUGH ADVANCEMENTS IN RATE DESIGN JUNE 25, 2019 BACKGROUND The Vermont Department of Public Service (Department), which represents the public interest in utility cases before the Vermont Public Utility Commission (Commission), is soliciting proposals from qualified consultants to assist the Department with an initiative to examine the potential for the delivery of electricity services through innovative rate designs. The scope of work for this Request for Proposals (RFP) requires facilitation and support for a transparent stakeholder engagement process with provision of relevant technical content culminating in a guidance report. The report and analysis produced by this effort is intended to guide future utility practices and reforms related to advance forms of retail electricity rates. The effort will also inform efforts to reform compensation for customer sited and distributed generation. The Department intends to use the results from this initiative to guide its advocacy on rate design going forward. The Department anticipates that this effort will lead to requests for future regulatory requirements. Through this process, the Department intends to foster implementation of more advanced and dynamic forms of rate design and load management by the 17 distribution utilities in Vermont where ratepayer net-benefit is apparent. Opportunities for potential ratepayer benefit are available as a result of innovations in technology (storage, flexible loads, automation), metering (both primary, secondary, and embedded metering functionality in some end use devices), remote controls, and new and emerging business models that can bridge customer preference for simplicity with the utility desire for managing loads and production. The opportunities seem most apparent when considering many new and emerging loads that appear to be both malleable and responsive. These loads include battery storage systems that may provide added resilience in the face of changing weather patterns, electric vehicle loads with better storage capabilities, existing and emerging storage capabilities related to space and water heating, and more generally any household or commercial business loads with inherent flexibility that have likely been underutilized in the past. This initiative is intended to help encourage the development of additional energy-related value to the electric utility system and consumers through facilitation of a workshop process that educates stakeholders (especially regulators and the distribution utilities) and the completion of a report that will serve as the reference points for the Department’s advocacy looking forward. Ultimately we seek to encourage innovative rate designs that enable utility load-controls, customer self-management of loads (and related automation), and new agents, including potential third-party agents including Energy Service Companies (ESCOs), renewable energy providers, and demand response aggregators that may wish to bundle electricity load

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management services for the benefit of the electric system as well as for both participating and non-participating customers. Overall, Vermont has a relatively robust technology platform for recording detailed interval usage data. Over 90 percent of customers rely on advanced metering infrastructure (AMI) with associated potential for time-varying measurement and pricing of electricity service. The capability of the systems that would convert this time-based usage information and delivering effective price signals to end users through advanced forms of pricing are less certain. Net metered systems have their own advanced production meters. Yet, with a few exceptions, the state has been generally slow to adopt more advanced forms of pricing to match the potential of the AMI investment. Some notable steps forward exist, but developments are still in the early stages and customer adoptions has been slow. Vermont’s largest electric utility, Green Mountain Power (GMP) has adopted managed loads and load curtailment riders to an existing time-of-use rate available to large commercial and industrial customers, and interruptible rates for residential service. GMP also offers a critical peak rider available to residential customers. A description of GMP rates are available here. GMP and Burlington Electric Department also offer advance forms of pricing for electric vehicles. A description of BED rates are available here. The Department has already begun the process of addressing ways to reform retail price signals going forward. In January 2019 at the behest of the Vermont General Assembly, the Department completed a study under Act 194 on potential reforms to the reliance on traditional demand charges. In this report, the Department generally concludes that Vermont’s traditional demand charge rate elements are ready for a make-over. Relevant demand charges should be restructured to send sharper price signals that provide a better linkage between customer rates and system costs. The Department would like to extend the logic of that analysis to other prices that could help to deliver lower cost electricity services consistent with Vermont’s long-range objectives for distributed and renewable generation, and GHG reductions. The Department believes that pricing reforms provide a foundation for sector reform and are needed to help capture the value of opportunities at the confluence of new technologies. The technological advances that enable automation, load shifting and load management, remote monitoring, and controls can combine with better price signals to lower overall costs and create benefits for participating customers. (The Department recognizes that price sensitivity is not without costs. Communications capabilities, automation, device controls, building management controls, and other hardware and software systems may be required by the utility, third-parties, and/or customers.) The Department believes that an informal workshop process provides the appropriate best procedural path for advancing innovations in rate design tailored to Vermont. The objective is to first seed the process with information from beyond Vermont’s borders and facilitate dialogue with technical experts, to engage utility representatives, consumer representatives, and third

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parties in an effort to foster constructive engagement among normally divergent interests. The Department believes that successful outcomes in this complex space ultimately require the support and understanding of utility staff and their experts. The Department believes that the give and take associated with an informal process is ideally suited to the challenge. The Department is seeking proposals from organizations that can provide the process with (1) a foundation of sound theory and principles, (2) effective facilitation (3) examples and emerging practice beyond Vermont, and (4) can help the Department to deliver a report and guide that distills and focuses the product of these workshops for steady future progress. APPLICATION PROCESS – SUMMARY For consideration under this solicitation, the contractor must demonstrate substantial experience in both rate design and stakeholder engagement process management. Respondents are invited to respond to the entirety of this RFP. However, consortiums of applicants with separate process and rate design expertise may submit a joint proposal (if so, the applicant must identify the lead organization). The Department will only accept and review proposals that respond to all of the subject areas listed Timeline: The Department anticipates that the contract period will last for up to twelve months. However, the Department anticipates that the majority of the work associated with this RFP will be completed between August 2019 and June 2020.

• RFP submissions due to PSD – July 12, 2019 • Completion of contracting process with successful applicant – August 9, 2019 • Workshops and Stakeholder Engagement – Early-September 2019 through March 2020 • Delivery of contractor’s final report to PSD – Spring 2020 • Department report and filing – Spring 2020

Proposals are due by 4:00 p.m., Friday, July 12, 2019 at the Department of Public Service with the goal of finalizing a contract by the end of August 2019. Successful applicants must be available to begin work immediately following execution of a contract. Proposals in response to this solicitation should have a total budget not to exceed $150,000. The Department seeks the best value for the State, which may or may not come from the lowest bidder. The Department reserves the right to contract for less than this amount or to forgo choosing a contractor altogether (see General Terms and Conditions). The Department assumes no obligation or liability for the expenses incurred by applicants in the development of their submissions to the PSD under this solicitation. There is no guarantee, express or implied, regarding the Department’s future needs. The Department retains the discretion to hire alternative or additional consultants during the contract period. The Department also reserves the right to alter or terminate this RFP at any time. Resources for this rate design initiative are provided by the U.S. Department of Energy. The successful applicant will be required to comply with all relevant federal and state provisions pertinent to this solicitation (see Attachments C and D).

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The contractor selection process will be conducted by a Proposal Review Team comprised of Department staff, which will follow the rules and procedures required under the State of Vermont’s acquisition guidelines. Once a contractor has been selected, the PSD will notify all respondents of their status. A signed original, two (2) hard copies, and one (1) electronic copy of the proposal must be delivered to the Department. Proposals should be addressed to: Edward Delhagen Clean Energy Finance & Program Manager Vermont Department of Public Service 112 State Street Montpelier, VT 05620-2601 Phone: (802) 828-4099 Ed.Delhagen@Vermont.gov

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MINIMUM SCOPE OF WORK AND SERVICES REQUESTED To achieve the purposes set forth in this RFP, the Department is seeking the assistance from a consulting organization to conduct an engagement process lasting approximately 9-12 months on the following topics:

• Advanced rate design and incentives that offer the potential to differentiate the pricing of loads by time and location, and distributed generation by time and location, for better and more cost-effective design and operation of the electric system.

• Identify sensible pathways to introduce and encourage customer or third-party entities to rely on more advanced forms of rate design for system benefit, including the ability to opt-in or opt-of of rates, and effective incentives for participation in innovative rates.

• Identify necessary or supportive planning efforts necessary to support more advanced forms of rate design sufficient to meet objectives for a cost-effective system.

• Exploration the costs, potential benefits, and adoptions rates (both initial and over time) of any potential rate proposals/structures

• Work toward an increased understanding of existing utility capabilities and infrastructure changes needed for the above.

The Department is further interested in fostering rate designs that recognize difference between different load managers (acting on the customer’s behalf), including: (1) end users themselves; (2) distribution utilities; and (3) third-party agents relying on building management systems or charging station management. The Department anticipates that the first category actor will center on relatively simple forms of pricing, such as time-of-use rates; that those tailored for the second category—utilities—will center on centralized dispatch, interruption, and load management; and those that center on new third-party agents can be offered through more complex pricing schemes that can be managed through the automation capabilities available to such entities. The Department anticipates that the Contractor will help the Department to identify potential rate design features and examples of rates that could, over time, apply to all utilities, for at least the following categories of customers and applications (in each instance where there is a valid business case for the deployment of such rates considering costs, potential benefits, adoption over time, and risk of the need for future modification):

• Dynamic rates for residential, commercial, and industrial customers where technology permits

• End-use rates for electric vehicles (including both residential and workplace charging) • The potential for end-use rates for efficient electrical space heating and cooling or control

of those loads • Rates for fleets, and public charging (from the utility to the charging station provider) • Rate design for distributed generation and net metering

DELIVERABLES The Department anticipates that the respondent(s) hired in connection with this RFP will work in conjunction with the policy/planning, economics and consumer affairs staff of the Department. The selected respondents will be expected to work with stakeholders and the Department to generate recommendations and produce a concise, usable guidance document and final report.

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The first deliverable that is sought by the Department will be a report and presentation that identifies a menu of available advanced rate options, including a description of experience of other jurisdictions in implementing these rate options, estimated costs associated with deploying those rates, expected rates of adoption over time, and the benefits such a rate would deliver. For examples from other jurisdictions, increased value will come from examples provided by utilities comparable in size to those in Vermont. Ideally this report would include references to earlier works and theory that may serve as either foundation or touchstones for the process. The second deliverable will involve the preparations, facilitation and support that will be provided to the Department that will be hosting a series of roughly monthly or every-six week workshops that serve as a venue for focusing on the features of rates that may sensibly be applied in Vermont relative to the categories of customer classes and end-use categories or applications listed above. Each meeting will be followed with a summary of the meeting and next steps. The final deliverables and work product of the respondent(s) chosen through this RFP will consist of a written report and guidance document. This report should reflect the theory, process, and conclusions that serve as foundation for the guidance looking forward for retail prices and pricing of distributed generation (including net metering). The Department expects this report to also provide guidance on planning efforts that may be needed to support time-differentiation and location-based price signals or incentives. Respondent(s) should be prepared to provide multiple electronic (original source applications and pdf) and hard copies of written products intended to be filed with the Department and the Commission. Respondent(s) may be required to agree to maintain the confidentiality of specified information and documents. SCHEDULE The respondent(s) selected for this work must be able to begin work upon completion of the contract process with successful applicant. The Department anticipates that the contract period will last for a period of up to twelve months following this general timeline:

• RFP submissions due to Department – July 12, 2019 • Completion of contracting process with successful applicant – August 9, 2019 • Workshops and stakeholder engagement beginning with the first report and presentation

– Early-September 2019 through March 2020 • Delivery of draft final report to Department following stakeholder process (4 Weeks

following end of stakeholder engagement) • Delivery of contractor’s final report to Department – (8 weeks after draft final report)

To be clear, the first deliverable is a report to kick off the workshop series that contains relevant background and principles, plus notable efforts to reform rates in other states recognizing the challenges ahead and the role that advanced forms of rate design can play to help. The final deliverable will be assistance provided to the Department in preparation of a final report that

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provides analysis and recommendations for either new rate offerings or principles that should guide the development of such rates. SETTING Stakeholder engagement activities and workshops will take place at the offices of the Department in Montpelier, Vermont. The room is equipped with computerized teleconferencing technologies and a large screen display with essential ports. OVERSIGHT The contract will be managed by Riley Allen, Deputy Commissioner. Other Department personnel will be available for technical assistance, data access, process management and stakeholder collaboration as needed, including review of the draft report. PROPOSAL FORMAT All responses to this RFP must include the following information:

1. A brief description of the firm, which includes its history, organizational structure, and qualifications of relevant professional staff, including names and resumes with detailed qualifications and levels of competence of all individuals proposed to perform services. Subcontractors, if any, must be listed, including the firm name and address, contact person, complete description of work to be subcontracted, and descriptive information concerning the subcontractor’s organization and abilities.

2. A list with the names, phones numbers, and email addresses of personnel authorized to negotiate the proposed contract with the Department. All proposals must be signed by a duly authorized representative of the party (or parties) submitting the proposal.

3. A list of recent work performed, particularly including contracts with or appearances before utility regulatory agencies (if any), with a short narrative explaining the nature and extent of each such engagement. In the case of sworn testimony and depositions, please include a comprehensive list of all such proceedings, including docket numbers of any contested cases, as well as the name and telephone number of a reference person familiar with the respondent’s work.

4. A discussion of the respondent staff’s expertise and experience relevant to the subject matter of this RFP.

5. A description of all known or probable scheduling constraints or limitations on staff availability within the timeframe of the contract.

6. Respondent selected will be compensated on a time and material basis. Please indicate the following:

a. Fees for staff time, showing the level of staff to be assigned, titles, hourly rates; and amount budgeted for each position;

b. Travel expenses, including estimated transportation costs, lodging and subsistence, including all-in costs to attend meetings in Montpelier, Vermont; and

c. Description of all overhead and other costs that may be billed. 7. A declaratory statement regarding respondent’s past, current and anticipated

relationships, obligations and commitments with any entity engaged in developing, constructing, operating, maintaining, and/or monitoring any utility facilities in Vermont, or with companies affiliated with any utility operating within the State of Vermont, including Efficiency Vermont. If the consultant is involved in any way in any litigation,

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arbitration, mediation, or other dispute resolution process to which the State of Vermont is a party, please identify the matter (including docket number) and describe the involvement.

EVALUATION CRITERIA The Department will evaluate all responses received based upon its assessment of the reasonableness of cost, completeness, and quality of the responses, qualifications of the individuals proposed to perform the work, relevance of previous experience, and any other criteria it deems relevant. Acceptance or rejection of any or all proposals will be determined by the exercise of the Department’s sole discretion. All proposals are subject to an evaluation by the Department and/or non-departmental reviewers. The Department reserves the right (but in no way is obligated) to interview the top prospective candidates to aid in the selection process. PERFORMANCE MEASURES Any contract with the State of Vermont is required to have some form of performance measures. In the contract resulting from this RFP, the Department expects that such measures will consist of (1) the timing related to the consultant’s submittal of meeting summaries, and (2) the timing related to the consultant’s response to any Department requests for input on strategies or requests for further information. Such performance measures would assume a reasonable amount of response time, taking into account holidays, advance notification of key personnel vacations, etc. Respondents are encouraged, but not required, to suggest reasonable performance measures in the response to this RFP, which the Department may, at its discretion, incorporate into a resulting contract. BUDGET Proposals in response to this solicitation should have a total budget not to exceed $150,000. The PSD seeks the best value for the State, which may or may not come from the lowest bidder. Resources for this rate design initiative are provided by the U.S. Department of Energy. The successful applicant will be required to comply with all relevant federal and state provisions pertinent to this solicitation (see Attachments C and D). REQUIREMENTS Proposals are due by 4:00 p.m., Friday, July 12, 2019 at the Department of Public Service with the goal of finalizing a contract by the end of August 2019. Successful applicants must be available to begin work immediately following execution of a contract. All proposals must be received by the deadline in hard copy and in electronic format. A signed original, two (2) hard copies, and one (1) electronic copy of the proposal must be delivered to the Department. Proposals should be addressed to: Edward Delhagen Clean Energy Finance & Program Manager Vermont Public Service Department 112 State Street – Drawer 20 Montpelier, VT 05620-2601

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Electronic copies should be sent to: Ed.Delhagen@Vermont.gov The Department reserves the right to accept or reject any or all proposals. The proposals will be evaluated by a Proposal Review Team composed of Department staff, which will follow the rules and procedures required under the State of Vermont’s acquisition guidelines. Once a contractor has been selected, the Department will notify all respondents of their status. If a respondent is selected, it will be invited to negotiate a contract. QUESTIONS CONCERNING RFP Questions about this RFP should be directed to: Edward Delhagen Vermont Public Service Department 112 State Street Montpelier, VT 05620-2601 Phone: (802) 828-4099 Email: Ed.Delhagen@Vermont.gov GENERAL TERMS AND CONDITIONS 1. The consultants awarded this contract shall, upon notification of award, apply for registration with the Vermont Secretary of State’s Office to do business in the State of Vermont, if not already so registered. Registration instructions may be found at: https://www.sec.state.vt.us/corporationsbusiness-services/start-or-register-a-business.aspx or by contacting the Corporations Division at 128 State Street, Montpelier, VT 05633-1104 or by telephone at (802) 828-2386. The Department will not execute the contract until the consultants are registered with the Secretary of State’s Office. 2. Respondents’ technical proposals become public records and may become available for public review and inspection upon execution of a contract. The contents of the successful respondent’s proposal, as accepted by the Department, may become part of the contract awarded as a result of this process. If any bidding party wishes to submit confidential information, all such information must be clearly designated and include an explanation for the designation. 3. The Department reserves the right to reject any and all proposals received as a result of this solicitation, to negotiate with any qualified source, to waive any formality and technicalities, or to cancel this RFP in part or in its entirety if it is in the best interests of the State. 4. The Department shall not be responsible for any costs incurred by any party in preparation of any proposal submitted in response to this RFP. 5. News releases pertaining to this RFP, contract award, or the project shall not be made without prior written approval from the Department.

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6. All parties submitting proposals shall be Equal Opportunity Employers. During the duration of the performance of the contract, the consultants will be expected to comply with all federal, state, and local laws respecting non-discrimination in employment. 7. All proposals and deliverables become the property of the Department upon submission. Unselected proposals may be destroyed or returned to the bidder at the Department’s discretion. This solicitation for proposals in no way obligates the Department to award a contract. 8. The Department assumes no liability in any fashion with respect to this RFP or any matters related thereto. All prospective consultants and their subcontractors or successors, by their participation in the RFP process, shall indemnify, save and hold the Department and its employees and agents free and harmless from all lawsuits, causes of action, debts, rights, judgments, claims, demands, damages, losses and expenses or whatsoever kind of law or equity known or unknown, foreseen or unforeseen, arising from or out of this RFP and/or any subsequent acts related thereto, including but not limited to the recommendation of a consultant and any action brought by an unsuccessful respondent. 9. The selected respondent shall furnish any available information in their possession to the Department upon request, if relevant to the project. 10. The selected respondent will be required to enter into a standard Vermont State Contract, which will include all conditions included the standard “Attachment C” and provisions such as those shown in “Attachment D”, which are included with this RFP. ATTACHMENTS

i. Attachment C: Standard State Contract Provisions (Revised December 15, 2017) ii. Attachment D: Other Provisions

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Attachment C - Page 1 of 5

ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS

REVISED DECEMBER 15, 2017

1. Definitions: For purposes of this Attachment, “Party” shall mean the Contractor, Grantee or Subrecipient, with whom the State of Vermont is executing this Agreement and consistent with the form of the Agreement. “Agreement” shall mean the specific contract or grant to which this form is attached.

2. Entire Agreement: This Agreement, whether in the form of a contract, State-funded grant, or Federally-funded grant, represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect.

3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont. Any action or proceeding brought by either the State or the Party in connection with this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. The Party irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. The Party agrees that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against the State with regard to its performance under this Agreement. Party agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial.

4. Sovereign Immunity: The State reserves all immunities, defenses, rights or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement.

5. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the State withhold any state or Federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the Agreement. The Party understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income, withholding, sales and use, and rooms and meals, must be filed by the Party, and information as to Agreement income will be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes.

6. Independence: The Party will act in an independent capacity and not as officers or employees of the State.

7. Defense and Indemnity: The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits. After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection with the performance of this Agreement. The Party shall indemnify the State and its officers and employees if the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection with the performance of this Agreement. Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or other costs of the Party or any third party.

8. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show that the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates of insurance on file with the State through the term of this Agreement. No warranty is made that the coverages and limits listed

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Attachment C - Page 2 of 5

herein are adequate to cover and protect the interests of the Party for the Party’s operations. These are solely minimums that have been established to protect the interests of the State. Workers Compensation: With respect to all operations performed, the Party shall carry workers’ compensation insurance in accordance with the laws of the State of Vermont. Vermont will accept an out-of-state employer's workers’ compensation coverage while operating in Vermont provided that the insurance carrier is licensed to write insurance in Vermont and an amendatory endorsement is added to the policy adding Vermont for coverage purposes. Otherwise, the party shall secure a Vermont workers’ compensation policy, if necessary to comply with Vermont law. General Liability and Property Damage: With respect to all operations performed under this Agreement, the Party shall carry general liability insurance having all major divisions of coverage including, but not limited to:

Premises - Operations Products and Completed Operations Personal Injury Liability Contractual Liability The policy shall be on an occurrence form and limits shall not be less than:

$1,000,000 Each Occurrence $2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal & Advertising Injury

Automotive Liability: The Party shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned coverage, used in connection with the Agreement. Limits of coverage shall not be less than $500,000 combined single limit. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, limits of coverage shall not be less than $1,000,000 combined single limit. Additional Insured. The General Liability and Property Damage coverages required for performance of this Agreement shall include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, then the required Automotive Liability coverage shall include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. Coverage shall be primary and non-contributory with any other insurance and self-insurance. Notice of Cancellation or Change. There shall be no cancellation, change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without thirty (30) days written prior written notice to the State.

9. Reliance by the State on Representations: All payments by the State under this Agreement will be made in reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to bills, invoices, progress reports and other proofs of work.

10. False Claims Act: The Party acknowledges that it is subject to the Vermont False Claims Act as set forth in 32 V.S.A. § 630 et seq. If the Party violates the Vermont False Claims Act it shall be liable to the State for civil penalties, treble damages and the costs of the investigation and prosecution of such violation, including attorney’s fees, except as the same may be reduced by a court of competent jurisdiction. The Party’s liability to the State under the False Claims Act shall not be limited notwithstanding any agreement of the State to otherwise limit Party’s liability.

11. Whistleblower Protections: The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public.

12. Location of State Data: No State data received, obtained, or generated by the Party in connection with performance under this Agreement shall be processed, transmitted, stored, or transferred by any means outside the continental United States, except with the express written permission of the State. 13. Records Available for Audit: The Party shall maintain all records pertaining to performance under this agreement. “Records” means any written or recorded information, regardless of physical form or characteristics, which is produced or

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Attachment C - Page 3 of 5

acquired by the Party in the performance of this agreement. Records produced or acquired in a machine readable electronic format shall be maintained in that format. The records described shall be made available at reasonable times during the period of the Agreement and for three years thereafter or for any period required by law for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.

14. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of 21 V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement.

15. Set Off: The State may set off any sums which the Party owes the State against any sums due the Party under this Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter.

16. Taxes Due to the State: A. Party understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including

income tax withholding for employees performing services within the State, payment of use tax on property used within the State, corporate and/or personal income tax on income earned within the State.

B. Party certifies under the pains and penalties of perjury that, as of the date this Agreement is signed, the Party is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont.

C. Party understands that final payment under this Agreement may be withheld if the Commissioner of Taxes determines that the Party is not in good standing with respect to or in full compliance with a plan to pay any and all taxes due to the State of Vermont.

D. Party also understands the State may set off taxes (and related penalties, interest and fees) due to the State of Vermont, but only if the Party has failed to make an appeal within the time allowed by law, or an appeal has been taken and finally determined and the Party has no further legal recourse to contest the amounts due.

17. Taxation of Purchases: All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.

18. Child Support: (Only applicable if the Party is a natural person, not a corporation or partnership.) Party states that, as of the date this Agreement is signed, he/she:

A. is not under any obligation to pay child support; or B. is under such an obligation and is in good standing with respect to that obligation; or C. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that

plan. Party makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the Party is a resident of Vermont, Party makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States.

19. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and

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Attachment C - Page 4 of 5

Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”).

20. No Gifts or Gratuities: Party shall not give title or possession of anything of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the State during the term of this Agreement.

21. Copies: Party shall use reasonable best efforts to ensure that all written reports prepared under this Agreement are printed using both sides of the paper.

22. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, neither Party nor Party’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in Federal programs, or programs supported in whole or in part by Federal funds. Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Party is not presently debarred, suspended, nor named on the State’s debarment list at: http://bgs.vermont.gov/purchasing/debarment

23. Conflict of Interest: Party shall fully disclose, in writing, any conflicts of interest or potential conflicts of interest.

24. Confidentiality: Party acknowledges and agrees that this Agreement and any and all information obtained by the State from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq.

25. Force Majeure: Neither the State nor the Party shall be liable to the other for any failure or delay of performance of any obligations under this Agreement to the extent such failure or delay shall have been wholly or principally caused by acts or events beyond its reasonable control rendering performance illegal or impossible (excluding strikes or lock-outs) (“Force Majeure”). Where Force Majeure is asserted, the nonperforming party must prove that it made all reasonable efforts to remove, eliminate or minimize such cause of delay or damages, diligently pursued performance of its obligations under this Agreement, substantially fulfilled all non-excused obligations, and timely notified the other party of the likelihood or actual occurrence of an event described in this paragraph.

26. Marketing: Party shall not refer to the State in any publicity materials, information pamphlets, press releases, research reports, advertising, sales promotions, trade shows, or marketing materials or similar communications to third parties except with the prior written consent of the State.

27. Termination: A. Non-Appropriation: If this Agreement extends into more than one fiscal year of the State (July 1 to June 30), and

if appropriations are insufficient to support this Agreement, the State may cancel at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority. In the case that this Agreement is a Grant that is funded in whole or in part by Federal funds, and in the event Federal funds become unavailable or reduced, the State may suspend or cancel this Grant immediately, and the State shall have no obligation to pay Subrecipient from State revenues.

B. Termination for Cause: Either party may terminate this Agreement if a party materially breaches its obligations under this Agreement, and such breach is not cured within thirty (30) days after delivery of the non-breaching party’s notice or such longer time as the non-breaching party may specify in the notice.

C. Termination Assistance: Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

28. Continuity of Performance: In the event of a dispute between the Party and the State, each party will continue to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in accordance with its terms.

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Attachment C - Page 5 of 5

29. No Implied Waiver of Remedies: Either party’s delay or failure to exercise any right, power or remedy under this Agreement shall not impair any such right, power or remedy, or be construed as a waiver of any such right, power or remedy. All waivers must be in writing.

30. State Facilities: If the State makes space available to the Party in any State facility during the term of this Agreement for purposes of the Party’s performance under this Agreement, the Party shall only use the space in accordance with all policies and procedures governing access to and use of State facilities which shall be made available upon request. State facilities will be made available to Party on an “AS IS, WHERE IS” basis, with no warranties whatsoever.

31. Requirements Pertaining Only to Federal Grants and Subrecipient Agreements: If this Agreement is a grant that is funded in whole or in part by Federal funds:

A. Requirement to Have a Single Audit: The Subrecipient will complete the Subrecipient Annual Report annually within 45 days after its fiscal year end, informing the State of Vermont whether or not a Single Audit is required for the prior fiscal year. If a Single Audit is required, the Subrecipient will submit a copy of the audit report to the granting Party within 9 months. If a single audit is not required, only the Subrecipient Annual Report is required. For fiscal years ending before December 25, 2015, a Single Audit is required if the subrecipient expends $500,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with OMB Circular A-133. For fiscal years ending on or after December 25, 2015, a Single Audit is required if the subrecipient expends $750,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with 2 CFR Chapter I, Chapter II, Part 200, Subpart F. The Subrecipient Annual Report is required to be submitted within 45 days, whether or not a Single Audit is required.

B. Internal Controls: In accordance with 2 CFR Part II, §200.303, the Party must establish and maintain effective internal control over the Federal award to provide reasonable assurance that the Party is managing the Federal award in compliance with Federal statutes, regulations, and the terms and conditions of the award. These internal controls should be in compliance with guidance in “Standards for Internal Control in the Federal Government” issued by the Comptroller General of the United States and the “Internal Control Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

C. Mandatory Disclosures: In accordance with 2 CFR Part II, §200.113, Party must disclose, in a timely manner, in writing to the State, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Failure to make required disclosures may result in the imposition of sanctions which may include disallowance of costs incurred, withholding of payments, termination of the Agreement, suspension/debarment, etc.

32. Requirements Pertaining Only to State-Funded Grants:

A. Certification Regarding Use of State Funds: If Party is an employer and this Agreement is a State-funded grant in excess of $1,001, Party certifies that none of these State funds will be used to interfere with or restrain the exercise of Party’s employee’s rights with respect to unionization.

B. Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby represents: (i) that it has signed and provided to the State the form prescribed by the Secretary of Administration for purposes of certifying that it is in good standing (as provided in Section 13(a)(2) of Act 154) with the Agency of Natural Resources and the Agency of Agriculture, Food and Markets, or otherwise explaining the circumstances surrounding the inability to so certify, and (ii) that it will comply with the requirements stated therein.

(End of Standard Provisions)

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ATTACHMENT D

Other Provisions

This award makes use of federal funds provided to the Vermont Department of Public Service (PSD) under the State Energy Program via the U.S. Department of Energy, Office of Energy Efficiency and Renewable Energy (EERE). The selected award subrecipient will be subject to Special Terms and Conditions including subsection 2 below and others that flow down from the PSD (i.e., hereafter, “State” or “Recipient”) to the contractor (hereafter, “Contractor” or “Subrecipient”) as required by EERE and found in this attachment.

1. Prior Approval of Press Releases/Credit for Funding: Any notices, information

pamphlets, press releases, research reports, or similar other publications prepared and released in written or oral form by the subrecipient under this Agreement shall be submitted to the Administrator for approval prior to release. The subrecipient will credit funding for the project to the “Vermont Department of Public Service and the U.S. Department of Energy”, in any of the aforementioned materials.

2. U.S. Department Of Energy (DOE) Special Terms and Conditions.

The following are incorporated into this Award by reference: a. Applicable program regulations, including 10 CFR Part 420 – State Energy Program

at http://www.eCFR.gov. b. DOE Assistance Regulations, 2 CFR Part 200 as amended by 2 CFR part 910 at

http://www.eCFR.gov. c. National Policy Assurances to be Incorporated as Award Terms in effect on date of

award at http://www.nsf.gov/awards/managing/rtc.jsp. d. The application/proposal as approved by DOE EERE. The following requirements, based upon the DOE Terms and Conditions, apply to this grant.

a) FLOW DOWN REQUIREMENT

The subrecipient agrees to apply the terms and conditions of this Award, as applicable, including the Intellectual Property Provisions, to all subrecipients (and subcontractors, as appropriate) and to require their strict compliance therewith. Further, the subrecipient must apply the Award terms as required by 2 CFR 200.101 to all subrecipients (and subcontractors, as appropriate) and to require their strict compliance therewith.

b) COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL LAW

The subrecipient is required to comply with applicable Federal, state, and local laws and regulations for all work performed under this Award. The subrecipient is required to obtain all necessary Federal, state, and local permits, authorizations, and approvals for all work performed under this Award.

c) INCONSISTENCY WITH FEDERAL LAW

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Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this award must be referred to the DOE Award Administrator for guidance.

d) NONCOMPLIANCE

Should the subrecipient fail to comply with the requirements of this Award, EERE may take appropriate action consistent with 10 CFR §§ 600.24 and 600.25, including but not limited to, redirecting, suspending or terminating the Award. Further, EERE may deny reimbursement for costs incurred that relate to the failure to comply and such costs may not be recognized as allowable cost share.

e) SITE VISITS

EERE and/or PSD may conduct site visits to review the work performed under this Award, to inspect property and records relating to this Award, to assess the subrecipient’s implementation of audit findings, and to review the subrecipient’s compliance with the terms and conditions of this Award and applicable Federal laws and regulations. EERE and/or PSD will provide reasonable advance notice of site visits and minimize interference with ongoing work, to the maximum extent practicable. The subrecipient must provide reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties.

f) NEPA REQUIREMENTS

DOE must comply with the National Environmental Policy Act (NEPA) prior to authorizing the use of Federal funds. Based on all information provided by the subrecipient, EERE has made a NEPA determination by issuing a categorical exclusion (CX) for all activities listed in the Statement of Project Objectives (SOPO) approved by the Contracting Officer and the DOE NEPA Determination. The subrecipient is thereby authorized to use Federal funds for the defined project activities. This authorization is specific to the project activities and locations as described in the SOPO approved by the Contracting Officer and the DOE NEPA Determination. If the subrecipient later intends to add to or modify the activities or locations as described in the approved SOPO and the DOE NEPA Determination, those new activities/locations or modified activities/locations are subject to additional NEPA review and are not authorized for Federal funding until the Contracting Officer provides written authorization on those additions or modifications. Should the subrecipient elect to undertake activities or change locations prior to written authorization from the Contracting Officer, the subrecipient does so at risk of not receiving Federal funding for those activities, and such costs may not be recognized as allowable cost match. Prohibited actions include: construction; implementing or paying directly for energy efficient retrofits; implementation or paying for renewable energy projects; repair of buildings or structures; purchase of land, buildings or structures; purchase equipment to conduct research, development or demonstration of energy efficiency or renewable

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energy techniques and technologies. This restriction does not preclude the subrecipient from information gathering, dissemination, analysis, technical advice and assistance. The subrecipient is responsible for informing DOE of any extraordinary circumstances, cumulative impacts, or connected actions that may lead to significant impacts on the environment or any inconsistency with the “integral elements” (as contained in 10 C.F.R. Part 1021, Appendix B) as they relate to a particular project. Subrecipient shall comply with Section 106 of the National Historic Preservation Act (NHPA). If applicable, the subrecipient shall contact the State Historic Preservation Officer (SHPO) and/or the Tribal Historic Preservation Officer (THPO).

g) PERFORMANCE OF WORK IN UNITED STATES

All work performed under this Award must be performed in the United States unless the Contracting Officer provides a waiver. This requirement does not apply to the purchase of supplies and equipment; however, the subrecipient should make every effort to purchase supplies and equipment within the United States. The subrecipient must flow down this requirement to its subrecipients/subcontractors. If the Recipient fails to comply with the Performance of Work in the United States requirement, the Contracting Officer may deny reimbursement for the work conducted outside the United States and such costs may not be recognized as allowable Recipient cost match regardless if the work is performed by the Recipient, subrecipients, vendors or other project partners.

h) NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT

AND PRODUCTS – SENSE OF CONGRESS It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this Award should be American-made.

i) DISSEMINATION OF SCIENTIFIC/TECHNICAL REPORTS

Scientific/technical reports submitted under this Award will be disseminated on the Internet via the DOE Information Bridge (www.osti.gov/bridge), unless the report contains patentable material, protected data or SBIR/STTR data. Citations for journal articles produced under the Award will appear on the DOE Energy Citations Database (www.osti.gov/energycitations).

j) LOBBYING

By accepting funds under this Award, the subrecipient agrees that none of the funds obligated on the Award shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. § 1913.

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This restriction is in addition to those prescribed elsewhere in statute and regulation.

k) PUBLICATIONS EERE encourages the subrecipient to publish or otherwise make publicly available the results of work performed under this Award. The subrecipient is required to include the following acknowledgement in publications arising out of, or relating to, work performed under this Award, whether copyrighted or not: Acknowledgment: “This material is based upon work supported by the Department of Energy, Office of Energy Efficiency and Renewable Energy (EERE), under Award Number DE-_________.” Disclaimer: “This report was prepared as an account of work sponsored by an agency of the United States Government. Neither the United States Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or any agency thereof. The views and opinions of authors expressed herein do not necessarily state or reflect those of the United States Government or any agency thereof.”

l) PROPERTY STANDARDS

The complete text of the Property Standards can be found at 2 CFR 200.310 through 200.316. Also see 2 CFR 910.360 for additional requirements for real property and equipment for For-Profit recipients.

m) INSURANCE COVERAGE

See 2 CFR 200.310 for insurance requirements for real property and equipment acquired or improved with Federal funds. Also see 2 CFR 910.360(d) for additional requirements for real property and equipment for For-Profit recipients.

n) REAL PROPERTY Subject to the conditions set forth in 2 CFR 200.311, title to real property acquired or improved under a Federal award will conditionally vest upon acquisition in the non-Federal entity. The non-Federal entity cannot encumber this property and must follow the requirements of 2 CFR 200.311 before disposing of the property. Except as otherwise provided by Federal statutes or by the Federal awarding agency, real property will be used for the originally authorized purpose as long as needed for that purpose. When real property is no longer needed for the originally authorized purpose, the non-Federal entity must obtain disposition instructions from DOE or pass-through entity. The instructions must provide for one of the following alternatives: (a) retain title after compensating DOE as described in 2 CFR 200.311(c)(1);(b) Sell the property and

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compensate DOE as specified in 2 CFR 200.311(c)(2); or (c) transfer title to DOE or to a third party designated/approved by DOE as specified in 2 CFR 200.311(c)(3). See 2 CFR 200.311 for additional requirements pertaining to real property acquired or improved under a Federal award. Also see 2 CFR 910.360 for additional requirements for real property for For-Profit recipients

o) EQUIPMENT

Subject to the conditions provided in 2 CFR 200.313, title to equipment (property) acquired under a Federal award will conditionally vest upon acquisition with the non-Federal entity. The non-Federal entity cannot encumber this property and must follow the requirements of 2 CFR 200.313 before disposing of the property. A state must use equipment acquired under a Federal award by the state in accordance with state laws and procedures. Equipment must be used by the non-Federal entity in the program or project for which it was acquired as long as it is needed, whether or not the project or program continues to be supported by the Federal award. When no longer needed for the originally authorized purpose, the equipment may be used by programs supported by DOE in the priority order specified in 2 CFR 200.313(c)(1)(i) and (ii). Management requirements, including inventory and control systems, for equipment are provided in 2 CFR 200.313(d). When equipment acquired under a Federal award is no longer needed, the non-Federal entity must obtain disposition instructions from DOE or pass-through entity. Disposition will be made as follows: (a) items of equipment with a current fair market value of $5,000 or less may be retained, sold, or otherwise disposed of with no further obligation to DOE; (b) Non-Federal entity may retain title or sell the equipment after compensating DOE as described in 2 CFR 200.313(e)(2); or (c) transfer title to DOE or to an eligible third party as specified in 2 CFR 200.313(e)(3). See 2 CFR 200.313 for additional requirements pertaining to equipment acquired under a Federal award. Also see 2 CFR 910.360 for additional requirements for equipment for For-Profit recipients. See also 2 CFR 200.439 Equipment and other capital expenditures.

p) SUPPLIES See 2 CFR 200.314 for requirements pertaining to supplies acquired under a Federal award. See also 2 CFR 200.453 Materials and supplies costs, including costs of computing devices.

q) PROPERTY TRUST RELATIONSHIP Real property, equipment, and intangible property, that are acquired or improved with a Federal award must be held in trust by the non-Federal entity as trustee for the

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beneficiaries of the project or program under which the property was acquired or improved. See 2 CFR 200.316 for additional requirements pertaining to real property, equipment, and intangible property acquired or improved under a Federal award.

r) RECORD RETENTION

Consistent with 2 CFR 200.333 through 200.337, the Recipient is required to retain records relating to this Award.

s) AUDITS a. Government-Initiated Audits.

The subrecipient is required to provide any information, documents, site access, or other assistance requested by EERE, DOE or Federal auditing agencies (e.g., DOE Inspector General, Government Accountability Office) for the purpose of audits and investigations. Such assistance may include, but is not limited to, reasonable access to the subrecipient’s records relating to this Award. Consistent with 2 CFR Part 200 as amended by 2 CFR Part 910, DOE may audit the subrecipient’s financial records or administrative records relating to this Award at any time. Government-initiated audits are generally paid for by DOE. DOE may conduct a final audit at the end of the project period (or the termination of the Award, if applicable). Upon completion of the audit, the subrecipient is required to refund to DOE any payments for costs that were determined to be unallowable. If the audit has not been performed or completed prior to the closeout of the award, DOE retains the right to recover an appropriate amount after fully considering the recommendations on disallowed costs resulting from the final audit. DOE will provide reasonable advance notice of audits and will minimize interference with ongoing work, to the maximum extent practicable.

b. Annual Compliance Audits. The subrecipient is required to comply with the annual compliance audit requirements in 2 CFR 200.500 through 521 for institutions of higher education, nonprofit organizations and state and local governments, and 2 CFR 910.500 through 521 for for-profit entities. The annual compliance audits are independent from Government-initiated audits discussed in paragraph (a) of this Term, and must be paid for by the subrecipient. To minimize expense, the subrecipient may have a compliance audit in conjunction with its annual audit of financial statements.

t) COST MATCHING

By accepting Federal funds under this award, you agree that you are liable for your percentage match of Federal Government share, on a budget period basis, even if the project is terminated early or is not funded to its completion. The subrecipients cost match must come from non-Federal sources unless otherwise allowed by law.

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If you discover that you may be unable to provide cost matching of at least the amount identified in the Assistance Agreement, you should immediately provide written notification to the DOE Award Administrator, indicating whether you will continue or phase out the project. If you plan to continue the project, the notification must describe how replacement cost match will be secured. You must maintain records of all project costs that you claim as cost matching, including in-kind costs, as well as records of costs to be paid by DOE. Such records are subject to audit. Failure to provide the cost matching required by this term may result in the subsequent recovery by DOE of some or all the funds provided under the award.

u) REFUND OBLIGATION

The subrecipient must refund any excess payments received from EERE, including any costs determined unallowable by the Contracting Officer. Upon the end of the project period (or the termination of the Award, if applicable), the subrecipient must refund to EERE the difference between (i) the total payments received from EERE, and (ii) the Federal share of the costs incurred.

v) ALLOWABLE COSTS

EERE determines the allowability of costs through reference to 2 CFR part 200 as amended by 2 CFR part 910. All project costs must be allowable, allocable, and reasonable. The subecipient must document and maintain records of all project costs, including, but not limited to, the costs paid by Federal funds, costs claimed by its subrecipients or subcontractors and project costs that the subrecipient claims as cost matching, including in-kind contributions. The subrecipient is responsible for maintaining records adequate to demonstrate that costs claimed have been incurred, are reasonable, allowable and allocable, and comply with the cost principles. Upon request, the subrecipient is required to provide such records to EERE. Such records are subject to audit. Failure to provide EERE adequate supporting documentation may result in a determination by the Contracting Officer that those costs are unallowable.

w) INDIRECT COSTS

a. Recipient has a current approved rate agreement. The Recipient has a Federally approved negotiated indirect cost rate agreement of 35.55% and it applies uniformly across all Federal awards.

b. Lower-than-Expected Indirect Costs. If the subrecipient’s actual allowable indirect costs are less than those budgeted, the subrecipient may use the difference to pay additional allowable direct costs during the project period. If at the completion of the award the Government share of total allowable costs (i.e., direct and indirect) is less than the cost reimbursed, the Recipient must refund the difference.

c. Higher-than-Expected Indirect Costs. The subrecipient understands that it is solely and exclusively responsible for

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managing its indirect costs. The subrecipient further understands that EERE will not amend their Award solely to provide additional funds to cover increases in the subrecipient’s indirect cost rate. EERE recognizes that the subrecipient may not be fully reimbursed for increases in its indirect cost rate, which may result in under-recovery. In the event that the subrecipient is not fully reimbursed for increases in its indirect cost rate, the subrecipient may use any under-recovery to meet its cost matching obligations under this Award.

d. Subrecipient/subcontractor Indirect costs.

The subrecipient must ensure its subrecipient’s/subcontrators indirect costs are appropriately managed, allowable and otherwise comply with the requirements of this Award and 2 CFR part 200 as amended by 2 CFR part 910.

x) USE OF PROGRAM INCOME

If the subrecipient earns program income during the project period as a result of this Award, the subrecipient may add the program income to the funds committed to the Award and used to further eligible project objectives.

y) REPORTING EXECUTIVE COMPENSATION 1. Applicability and what to report. Unless the subrecipient is exempt as provided in paragraph d. of this section, the subrecipient shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if; i. In the subrecipient's preceding fiscal year, the subrecipient received; (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm). 2. Where and when to report. The State must report subrecipient executive total compensation by the end of the month following the month during which the State makes the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), the State must report any required compensation information of the

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subrecipient by November 30 of that year. d. Exemptions. If, in the previous tax year, the subecipient had gross income, from all sources, under $300,000, it is exempt from the requirements to report: i. Subawards and; ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this Award term: 1. Entity means all of the following, as defined in 2 CFR Part 25: i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for-profit organization; v. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which the State received this award and that the State awards to an eligible subrecipient. ii. The term does not include the procurement of property and services needed to carry out the project or program (for further explanation, see Sec. __ .210 of the attachment to OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations). iii. A subaward may be provided through any legal agreement, including an agreement that the Recipient or a subrecipient considers a contract. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans. This does not include group life,

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health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

z) SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS Requirement for Registration in the System for Award Management (SAM) Unless the subrecipient is exempted from this requirement under 2 CFR 25.110, the subrecipient must maintain the currency of its information in SAM until the State submits the final financial report required under this Award or receive the final payment, whichever is later. This requires that the subrecipient reviews and updates the information at least annually after the initial registration, and more frequently if required by changes in its information or another award term. If the subrecipient had an active registration in the CCR, it has an active registration in SAM. Requirement for Data Universal Numbering System (DUNS) Numbers If the subrecipient is authorized to make subawards under this Award, the subrecipient: 1. Must notify potential subrecipients that no entity may receive a subaward from the subrecipient unless the entity has provided its DUNS number to the subrecipient. 2. May not make a subaward to an entity unless the entity has provided its DUNS number to the subrecipient. Definitions For purposes of this award term: 1. System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at https://www.sam.gov).

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2. Data Universal Numbering System (DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business entities. A DUNS number may be obtained from D&B by telephone (currently 866-705-5711) or the Internet (currently at http://fedgov.dnb.com/webform). 3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR Part 25, subpart C:

i. A Governmental organization, which is a State, local government, or Indian Tribe;

ii. ii. A foreign public entity; iii. iii. A domestic or foreign nonprofit organization; iv. iv. A domestic or foreign for-profit organization; and v. v. A Federal agency, but only as a subrecipient under an award or

subaward to a non-Federal entity. 4. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which the subrecipient received this Award and that the subecipient awards to an eligible subrecipient/subcontractor. ii. The term does not include the subrecipient’s procurement of property and services needed to carry out the project or program (for further explanation, see Sec. __.210 of the attachment to OMB Circular A-133, Audits of States, Local Governments, and Non Profit Organizations). iii. A subaward may be provided through any legal agreement, including an agreement that the Recipient considers a contract. 5. Subrecipient means an entity that: i. Receives a subaward from the Recipient under this Award; and ii. Is accountable to the Recipient for the use of the Federal funds provided by the subaward.

aa) NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS ASSURANCES

1. By entering into this agreement, the subrecipient attests that it does not and will not require its employees or contractors to sign internal nondisclosure or confidentiality agreements or statements prohibiting or otherwise restricting its employees or contactors from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. 2. The subrecipient further attests that it does not and will not use any Federal funds

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to implement or enforce any nondisclosure and/or confidentiality policy, form, or agreement it uses unless it contains the following provisions: a. ‘‘These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.’’ b. The limitation above shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information. c. Notwithstanding provision listed in paragraph (a), a nondisclosure or confidentiality policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the particular activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received in the course of such activity unless specifically authorized to do so by the United States Government. Such nondisclosure or confidentiality forms shall also make it clear that they do not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

bb) SUBAWARD/SUBCONTRACT CHANGE NOTIFICATION

Except for subawards and/or subcontracts specifically proposed as part of the Application for award, the subrecipient must notify the Grant Administrator in writing 30 days prior to the execution of new or modified subawards/subcontracts, including naming any To Be Determined subrecipients. This notification does not constitute a waiver of the prior approval requirements outlined in 2 CFR part 200 as amended by 2 CFR part 910, nor does it relieve the subrecipient from its obligation to comply with applicable Federal statutes, regulations, and executive orders. In order to satisfy this notification requirement, the subrecipient documentation must, as a minimum, include the following: 1. A description of the research to be performed, the service to be provided, or the

equipment to be purchased; 2. Cost match commitment letter if the subawardee is providing cost match to the

Award; 3. An assurance that the process undertaken by the subrecipient to solicit the

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subaward/subcontract complies with their written procurement procedures as outlined in 2 CFR 200.317 through 200.329.

4. An assurance that no planned, actual or apparent conflict of interest exists between the subrecipient and the selected subawardee/subcontractor and that the subrecipient’s written standards of conduct were followed ;

5. A completed Environmental Questionnaire, if applicable; 6. An assurance that the subawardee/subcontractor is not a debarred or suspended

entity; and 7. An assurance that all required award provisions will be flowed down in the

resulting subaward/subcontract. The subrecipient is responsible for making a final determination to award or modify subawards/subcontracts under this agreement, but may not proceed with the subaward/subcontract until the Grant Administrator determines, and provides the subrecipient written notification, that the information provided is adequate.

cc) CONFERENCE SPENDING

The subrecipient shall not expend any funds on a conference not directly and programmatically related to the purpose for which the grant or cooperative agreement was awarded that would defray the cost to the United States Government of a conference held by any Executive branch department, agency, board, commission, or office for which the cost to the United States Government would otherwise exceed $20,000, thereby circumventing the required notification by the head of any such Executive Branch department, agency, board, commission, or office to the Inspector General (or senior ethics official for any entity without an Inspector General), of the date, location, and number of employees attending such conference.

dd) HISTORIC PRESERVATION

Prior to the expenditure of Federal funds to alter any structure or site, the subrecipient is required to comply with the requirements of Section 106 of the National Historic Preservation Act (NHPA), consistent with DOE's 2009 letter of delegation of authority regarding the NHPA. Section 106 applies to historic properties that are listed in or eligible for listing in the National Register of Historic Places. In order to fulfill the requirements of Section 106, the subrecipient must contact the State Historic Preservation Officer (SHPO), and, if applicable, the Tribal Historic Preservation Officer (THPO), to coordinate the Section 106 review outlined in 36 CFR Part 800. SHPO contact information is available at the following link: http://www.ncshpo.org/find/index.htm. THPO contact information is available at the following link: http://www.nathpo.org/map.html Section 110(k) of the NHPA applies to DOE funded activities. Subrecipients shall avoid taking any action that results in an adverse effect to historic properties pending compliance with Section 106. Subrecipients will only be considered in compliance with Section 106 of the NHPA after

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the subrecipient has submitted adequate background documentation to the SHPO/THPO for its review, and the SHPO/THPO has provided written concurrence to the subrecipient that it does not object to its Section 106 finding or determination. The subrecipient shall provide a copy of this concurrence to the Grant Administrat

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