Exhibit 10.1

DE-MS0000122

Amendment 0002

Page 4 of 5

The purpose of this modification is to revise the award. Accordingly, the agreement is hereby modified as follows:

Project Period of Performance:

01/01/2025 - 06/30/2029

Budget Periods: 

Budget Period 1: 01/01/2025 - 12/31/2025

Budget Period 2: 01/01/2026 - 12/31/2026

Budget Period 3: 01/01/2027 - 12/31/2027

Budget Period 4: 01/01/2028 - 12/31/2028 

Budget Period 5: 01/01/2029 - 06/30/2029

DE-MS0000122 

Amendment 0002 

Page 5 of 5

End of Modification 0002

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Special Terms and Conditions

Solid Power Operating, Inc. (“recipient”), which is identified in Block 5 of the Assistance Agreement, and the United States Department of Energy (“DOE”), enter into this award, referenced above, to achieve the project objectives stated in the Attachments to this award.

This award consists of the Assistance Agreement, Standard Terms and Conditions, Special Terms and Conditions, and the following Attachments:

Applicability of Special Terms and Conditions

These Special Terms and Conditions comply with 2 CFR 200.211(d) and are a companion document to the Standard Terms and Conditions, available at Funding Opportunities, and address the unique aspects of a particular award driven by program specific requirements, statutory criteria, risks, or other considerations. The Standard Terms and Conditions comply with 2 CFR 200.211(c) and provide a common set of financial assistance terms that can be applied to all applicable DOE awards. Recipients must meet the requirements set forth in both the Standard and Special Terms and Conditions. In instances where requirements may conflict, the Special Terms and Conditions will take precedence.

Notice Regarding Use of Hyperlinks

Hyperlinks are provided to improve the readability of the terms as a convenience to the recipient. The hyperlinked citation is applicable and in full effect on the effective date of Assistance Agreement, (or amended terms and conditions as may be applicable). If a hyperlink is broken, dead, or orphaned, the referenced regulation remains applicable.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Table of Contents

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The following programmatic decisions or costs require prior approval from the Grants Officer as described below and, when applicable, in the corresponding term. Prior approvals must be submitted in writing to the Grants Officer, Specialist, and Federal Project Manager for your award. You are not authorized to proceed until you receive written notification from the Grants Officer.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Prior Approval Description	Location	Applicability/Disposition
Potential or actual change of control of a recipient requires Grants Officer notification. Grants Officer approval is required for any actual change of control.	2 CFR 910.368	Applicable to all awards
All costs incurred prior to the award effective date.	2 CFR 200.308(f)(1) / 2 CFR 200.458	You are entitled to reimbursement for costs incurred on or after October 11, 2024, as authorized by the pre-award costs letter dated October 11, 2024, if such costs are allowable in accordance with the applicable Federal cost principles referenced in 2 CFR part 200 as amended by 2 CFR part 910.
Any increase in the total project cost or transfer of funds between direct categories that exceed 10 percent of the total budget.	Standard Terms, “Budget Changes” and 2 CFR 200.308	Applicable to all awards
Any changes to the use of indirect costs.	2 CFR 200.306(c)	Applicable to awards with indirect costs
Any changes to the information, disclosures, representations, and/or certifications provided in the pre-award information sheet.	Standard Terms, “Pre-Award Information”	Applicable to all awards
Expenditures more than the federal share authorized to a particular budget period.	Special Terms, “Funding of Budget Periods”	Applicable to all awards with multiple budget periods
Requests for reassignment of the award to any entity as described in the award term.	Standard Terms, “Prohibition Against Re-Assignment”	Applicable to all awards
Potential covered transaction identified in accordance with 2 CFR 180.335 prior to entering into such a transaction.	Standard Terms, “Nonprocurement Debarment and Suspension”	Applicable to all awards
Any changes or additions to Wage Determinations.	Special Terms, “Davis Bacon Act Requirements”	Pending wage determination(s)

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Prior Approval Description	Location	Applicability/Disposition
Awards made after July 21, 2025: If DOE directly funds the FFRDC, the recipient must notify the Grants Officer when the required agreement (e.g., CRADA, Technical Assistance Agreement, Technical Service Agreement, etc.) between the recipient and the FFRDC is finalized and provide the agreement number prior to initiation of work by the FFRDC.	Special Terms, “Funding of Federally Funded Research and Development Centers (FFRDC)”	Not Applicable
New potential collaborations with foreign entities, organizations, or governments in connection with the DOE-funded award scope.	Standard Terms, “Foreign Collaboration Considerations”	Applicable to all awards
Any project activity or cost that has not already received prior approval on historic properties listed in or eligible for listing in the National Register of Historic places.	Standard Terms, “Historic Preservation”	Applicable to all awards
Any project activity that has not already received prior approval involving research on human subjects, biospecimens, or identifiable private information.	Standard Terms, “Human Subjects Research”	Applicable to all awards
Any project activity that has not already received prior approval involving research on vertebrate animals.	Standard Terms, “Animal Welfare”	Applicable to all awards
Any project task, activity, or associated cost that has not already received a National Environmental Policy Act (NEPA) determination or an associated prior approval.	Standard Terms, “National Environmental Policy Act”   Special Terms, “NEPA Determination”	Applicable to all awards.
Any project activity or cost associated with an unmanaged or unmanageable financial conflict of interest.	Standard Terms, “Interim Conflict of Interest Policy for Financial Assistance”	Applicable to all awards
Any project activity or cost associated with an organizational conflict of interest.	Standard Terms, “Organizational Conflict of Interest”	Applicable to all awards

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Prior approvals may include specific conditions in accordance with 2 CFR 200.208 that must be achieved for the activities and associated project costs to be allowable under the award. If the recipient elects not to fully achieve all the specific conditions, the costs may be deemed unallowable and all previously reimbursed costs associated with the unallowable activities will be required to be reimbursed, see 2 CFR 200.410.

Prior approvals are limited to the scope and conditions included within the request. If the scope or conditions associated with the prior approval change, authorization for the change will also require prior approval. Additionally, if a project cost is subject to multiple prior approvals, the project cost will remain unallowable until such time as all associated prior approvals are dispositioned.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

If the Recipient elects to undertake activities prior to authorization from the Grants Officer, the Recipient does so at the risk of not receiving Federal funding for those activities and such costs may not be recognized as allowable cost share.

Recipients must coordinate the use of waived prior approvals included within 2 CFR 200.308(g) (1-3) with the Grants Officer.

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 recipient, DOE 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 Grants Officer and the DOE NEPA Determination. The recipient is thereby authorized to use federal funds for the defined project activities, except where such activity is subject to a restriction set forth elsewhere in this award.

This authorization is specific to the project activities and locations as described in the SOPO approved by the Grants Officer and the DOE NEPA Determination.

If the recipient 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 Grants Officer provides written authorization on those additions or modifications. Should the recipient elect to undertake activities or change locations prior to written authorization from the Grants Officer, the recipient does so at risk of not receiving federal funding for those activities, and such costs may not be recognized as allowable cost share.

This award does not have an approved BABA waiver, so the requirements of BABA outlined in the BABA Term in the Standard Terms and Conditions fully apply. The remainder of this term provides additional information on BABA’s compliance requirements and recipient obligations. The recipient is put on notice that failure to comply with these requirements will result in a disallowance of costs for any nonconforming item that is purchased under the award. The recipient is very strongly encouraged to read the information provided in this term and to consult with their cognizant legal counsel to ensure that these requirements are fully understood.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient shall indemnify DOE and its officers, agents, or employees for any and all liability, including litigation expenses and attorneys' fees, arising from suits, actions, or claims of any character for death, bodily injury, or loss of or damage to property or to the environment, resulting from the project, except to the extent that such liability results from the direct fault or negligence of DOE officers, agents or employees, or to the extent such liability may be covered by applicable allowable costs provisions.

DOE will exercise federal stewardship in monitoring project activities performed under this award. DOE will review financial, performance, and audit reports to ensure that the objectives, terms, and conditions of the award are accomplished and in compliance with the award. DOE will ensure that the recipient’s financial management and accounting systems are adequate to administer this Award and provide oversight of general administrative requirements. DOE will conduct ongoing project risk reviews and assessments and review performance after completion. Activities may include, but are not limited to:

The recipient, including but not limited to the principal investigator (or, if applicable, co-principal investigators), is required to participate in periodic review meetings with DOE. Review meetings enable DOE to assess the work performed under this award and determine whether the recipient has timely achieved the technical objectives and deliverables stated in Attachment 1 to this award.

DOE shall determine the frequency of review meetings and select the day, time, and location of each review meeting and shall do so in a reasonable and good faith manner. DOE will provide the recipient with reasonable notice of the review meetings.

For each review meeting, the recipient is required to provide a comprehensive overview of the project, including:

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient is required to notify DOE in advance of scheduled tests and internal project meetings that would entail discussion of topics that could result in major changes to the baseline project technical scope/approach, cost, or schedule. Upon request by DOE, the recipient is required to provide DOE with reasonable access (by telephone, webinar, or otherwise) to the tests and project meetings. The recipient is not expected to delay any work under this award for the purpose of government insight.

DOE's authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. The recipient must provide, and must require subrecipients to 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. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.

Attachment 1 to this award establishes Go/No Go decision points. For each Go/No Go decision point, DOE must determine whether the recipient has fully and satisfactorily completed the work described in Attachment 1 to this award. As a result of a Go/No Go review, in its discretion, DOE may take one of the following actions:

If it is determined that it would not be advantageous for the Government to proceed beyond the technical milestone(s), the Grants Officer will notify the recipient in writing of such decision and the award is considered completed. The maximum liability to the Government is limited to the allowable, allocable, and reasonableness of the cost incurred by the recipient within the funds made available. The Government reserves the right to deobligate any remaining funds from the award. The recipient shall submit all final deliverables, including final project accomplishments, for the completed work in accordance with the reporting requirements of the award.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient must provide any information, documents, site access, or other assistance requested by DOE for the purpose of its federal stewardship or substantial involvement.

DOE authorized representatives must have access to records in accordance with 2 CFR 200.337 to conduct audits, execute site visits, conduct research, technology and economic security due diligence reviews and monitoring, or for any other official use.

The recipient, its subrecipients, and contractors must report significant developments in accordance with 2 CFR 200.329(e) and provide access to information and documents in addition to reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. DOE will make reasonable efforts to ensure these site visits or audits do not interfere with or unduly delay project work to the maximum extent practicable.

For purposes of Research, Technology, and Economic Security terms, the following definitions are applicable:

Covered Individual means an individual who (i) contributes in a substantive, meaningful way to the development or execution of the scope of work of a project funded by DOE, and (ii) is designated as a covered individual by DOE. Often, these individuals have doctoral or other professional degrees, although individuals at the master’s or PhD level may be considered covered individuals if their involvement meets this definition. Consultants, graduate students, and those with a postdoctoral role also may be considered covered individuals if they meet this definition.

DOE designates as covered individuals any principal investigator (PI); project director (PD); co-principal investigator (Co-PI); co-project director (Co-PD); project manager; and any individual regardless of title that is functionally performing as a PI, PD, Co-PI, Co-PD, or project manager. Status as a consultant, graduate (master’s or PhD) student, or postdoctoral associate does not automatically disqualify a person from being designated as a “covered individual” if they meet the definition in (i) above.

The recipient is responsible for assessing the applicability of (i) above against each person listed on the project (i.e., listed by the recipient in the application for federal financial assistance, approved budget, progress report, or any other report submitted to DOE by the recipient regarding the subject project). Further, the recipient is responsible for identifying any such individual to DOE for designation as a covered individual, if not already designated by DOE as described above.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient’s submission of a current and pending support disclosure and/or biosketch/resume for a particular person serves as an acknowledgement that DOE designates that person as a covered individual.

DOE may further designate covered individuals during the award period of performance.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Prior to award, the recipient was required to provide current and pending support disclosure statements and Biosketch/Resume for each covered individual, as defined by the award Special Terms and Conditions, at the recipient and subrecipient level, regardless of funding source. The current and pending support disclosures must include the information set forth in the chart below.

New Covered Individuals:

Before new covered individuals may start work on the project, the recipient must submit current and pending support disclosures and biosketch/resumes for new covered individuals and must receive prior approval from DOE. R&D covered individuals must comply with the Digital Persistent Identifier (PID) and Research Security Training Requirements in the Standard Terms and Conditions.

Changes to previously submitted current and pending support disclosures during the period of performance of the award:

The recipient must ensure that the covered individuals are aware that should circumstances change which impact the responses previously provided on either the current and pending support disclosure or the biosketch/resume, the individual must submit an updated current and pending support disclosure and/or updated biosketch/resume. The recipient must submit the updated current and pending support disclosure(s) and updated biosketch/resume(s) to DOE within thirty (30) calendar days after the end of the quarterly reporting period in which the change occurred.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient must ensure DOE has an up to date current and pending support disclosure and biosketch/resume for each covered individual on the project. Consistent with the chart below, the current and pending support disclosures and biosketch/resumes must together include a list of all sponsored activities, awards, and appointments, whether paid or unpaid; provided as a gift with terms or conditions or provided as a gift without terms or conditions; full-time, part-time, or voluntary; faculty, visiting, adjunct, or honorary; cash or in-kind; foreign or domestic; governmental or private-sector; directly supporting the individual’s research or indirectly supporting the individual by supporting students, research staff, space, equipment, or other research expenses. All connections with malign foreign talent recruitment programs must be identified in current and pending support.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The information in the table above may be provided in the Common Form for Current and Pending (Other) Support format to be implemented by DOE. New appointments and positions may be provided in the Common Form for Biosketch format to be implemented by DOE. Regardless of the format used, the individual must still include a signature, date, and a certification statement using the language included in the above.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Cost Sharing Obligations

The recipient must provide the “Cost Share” amount stated in Block 12 of the Assistance Agreement to this award. DOE and the recipient’s cost share are specified below.

Table 1

*Estimated costs subject to DOE review / approval of submitted Continuation Application.

The recipient must provide its required “Cost Share” amount as a percentage of the total project costs in each invoice period for the duration of the period of performance.

Specifically, the cumulative cost share percentage provided to date on each invoice received must reflect, at a minimum, the cost sharing percentage specified in the award on a budget period basis even if the project is terminated early for any reason or is not funded to its completion.

Project costs must comply with 2 CFR 200 Subpart E-Cost Principles and 2 CFR 910 Subpart E-Cost Principles.

The following costs are unallowable:

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient and subrecipient(s) may not use the following sources to meet cost share obligations:

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The DOE approving official will approve the invoice as soon as practical, but not later than 30 days after the recipient’s request is received, unless the billing is improper. Upon receipt of an invoice payment authorization from the DOE approving official, the ORFSC will disburse payment to the recipient. The recipient may check the status of payments at the VIPERS web site. All payments are made by electronic funds transfer to the bank account specified on the Bank Information Form that the recipient filed with the U.S. Department of Treasury.

For non-construction awards, the recipient must submit a Standard Form SF-270, “Request for Advance or Reimbursement”, at https://vipers.doe.gov and attach a file containing appropriate supporting documentation.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The following additional items are required:

In accordance with 2 CFR 910.360(b)(4), the Recipient may request reimbursement for progress payments incurred for equipment prior to submission of the UCC financing statement as required below:

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient has a federally approved provisional Negotiated Indirect Cost Rate Agreement (NICRA) with a current effective period identified for billing and estimation purposes and it applies uniformly across all federal awards. These costs shall be reconciled or trued up (actual incurred costs) on an annual basis with the recipient’s cognizant agency. An updated rate proposal or NICRA is required if the recipient requests to bill the DOE higher billing rates than those listed in the current NICRA.

The budget for this award does not include an allocation of segregated fringe billing rates. Therefore, fringe benefit costs shall not be charged as a separate rate allocation to this award. DOE will not reimburse fringe benefit costs as a separate budget item. Fringe benefit costs for this award cannot be allocated as a separate rate allocation to any other federally-sponsored project.

The recipient must ensure its subrecipient’s indirect costs are appropriately managed, have been found to be allowable, and comply with the requirements of this award and 2 CFR Part 200 as adopted and supplemented by 2 CFR Part 910.

DOE will not modify this award solely to provide additional funds to cover increases in the recipient’s indirect cost billing rate(s). Adjustments to the indirect cost billing rates must be approved by the recipient’s Cognizant Agency or Cognizant Federal Agency Official.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient must provide a copy of an updated NICRA or indirect rate proposal to the DOE Award Administrator to increase indirect cost billing rates. If the Grants Officer provides prior written approval, the recipient may incur an increase in the indirect cost billing rates. Reimbursement will be limited by the budgeted dollar amount for indirect costs for each budget period as shown in Attachment 3 to this award.

In accordance with Appendices III-VII of 2 CFR Part 200 or 48 CFR 42.7, governing for-profit organizations, the indirect cost billing rates shall be reconciled or trued up (actual incurred costs) on an annual basis via the annual incurred cost proposal within six months after the recipient’s fiscal year end.

Following an official audit or adequacy review of the incurred cost proposal, one of the following shall apply:

Indirect costs may be used as cost share only with prior approval from the Grants Officer.

The closeout of the DOE award does not affect (1) the right of the DOE to disallow costs and recover funds on the basis of a later audit or other review; (2) the requirement for the recipient to return any funds due as a result of later refunds, corrections or other transactions including final indirect cost billing rate adjustments; and (3) the ability of the DOE to make financial adjustments to a previously closed award resolving indirect cost payments and making final payments.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

In accordance with 2 CFR 200.311(b), 2 CFR 200.313(c)(1), and 2 CFR 910.360(b)(1), the recipient may continue to use real property and equipment for authorized purposes beyond the award period with prior approval of the Grants Officer. The prior approval request must include:

Continued use of real property and equipment must not be requested until the end of the award period and is not authorized absent Grants Officer authorization.

When the property is no longer needed for authorized project purposes, the recipient must request disposition instructions from DOE. For-profit entity disposition requirements are set forth at 2 CFR 910.360. Property disposition requirements for other entities are set forth in 2 CFR 200.310 – 200.316.

Program income does not include rebates, credits, discounts, and interest earned on any of them. Program income does not include tax credits, including elective pay or transferable tax credits or Environmental Attribute Credits.

Consistent with 2 CFR § 200.307, if the recipient earns program income during the period of performance as a result of this award, the program income may be added to the total allowable costs, increasing the overall total amount of the federal award (see 2 CFR 200.307 (b)(2)), or the recipient may use the program income to meet its cost sharing requirement (see 2 CFR 200.307 (b)(3)). The Recipient must notify DOE at least 30 days prior to the anticipated date of initial generation of program on income whether the Recipient is choosing the addition or cost sharing method.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

For purposes of 2 CFR § 200.307(d), “costs incidental to the generation of program income” may include, but are not limited to, operating and maintenance costs, debt service, required reserves and other payments or reserves required by third-party lenders, provided these costs have not been charged to the Federal Award.

The recipient and all subrecipients and contractors must be domestic entities (see domestic entity definition in the NOFO under which the project was selected).

Absent an approved waiver, participation by a non-domestic entity is unallowable until such time as the Grants Officer provides prior approval. See Prior Approval Term in the Special Terms and Conditions.

The prior approval request must include submission of a waiver to this requirement. The waiver must demonstrate to the satisfaction of DOE that the foreign entity’s participation would further the purposes of the NOFO, is in the economic and energy security interests of the United States, does not pose an undue RTES risk (see RTES Due Diligence Reviews and Monitoring term in the Standard Terms and Conditions), and is otherwise in the best interest of the DOE program goals and agency priorities. The requirements for submission of the waiver are included within the NOFO under which the project was selected. DOE may require additional information in considering a waiver request.

DOE’s decision regarding a waiver request is not appealable.

If foreign travel is permitted in the NOFO under which the project was selected, the recipient is required to obtain the prior written approval of the Grants Officer for any foreign travel costs.

In addition to requesting prior approval, the recipient is required to submit a foreign work waiver for the following subset of foreign travel types:

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

See Performance of Work in the United States (Foreign Work Waiver) in the Standard Terms and Conditions for details.

All international travel must comply with the International Air Transportation Fair Competitive Practices Act of 1974 (49 USC 40118), commonly referred to as the “Fly America Act,” and implementing regulations at 41 CFR 301-10.131 through 41 CFR 301-10.143. The law and regulations require air transport of people or property to, from, between, or within a country other than the United States, the cost of which is supported under this award, to be performed by or under a cost-sharing arrangement with a U.S. flag carrier, if service is available.

Current “Open Skies Agreements” that are in effect can be found here: Fly America Act | GSA.

It is the recipient’s responsibility for making determinations and documenting the decision as to whether an exemption to this requirement applies.

Exceptions vary depending on the direction of travel and are outlined in 41 CFR 301-10.136 and 41 CFR 301-10.137.

DOE has obligated funding as shown in Block 13 of the Assistance Agreement for completion of the Project. However, only the federal share of costs associated with the current Period of Performance is available for work performed by the recipient. The federal share of costs is shown on Attachment 3. The current Period of Performance is shown in Block 7 of the Assistance Agreement.

The remainder of funding is contingent upon the following:

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

In the event that the recipient does not submit a continuation application for subsequent Budget Periods, or DOE disapproves a continuation application for subsequent Budget Periods, the maximum DOE liability to the recipient is the funds that are available for the current approved Budget Period(s). In such event, DOE reserves the right to deobligate any remaining federal funds.

A continuation application is a non-competitive application for an additional budget period within a previously approved period of performance. At least 90 calendar days before the end of each budget period, the recipient must submit its continuation application to the DOE as required in Attachment 2, Federal Assistance Reporting Checklist, with written notification to the Technology Manager/Federal Project Manager and the DOE Award Administrator that it has been submitted. The continuation application includes the following information:

Table 1

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

DOE will conduct a review of the Recipient’s continuation application and performance under the Award to date at the end of each budget period to inform its decision on whether to fund the Award in the next budget period. Continuation funding is contingent on (1) the availability of funds appropriated by Congress for the purpose of this program; (2) the availability of future-year budget authority; (3) Recipient’s achievement of the milestone and “go/no-go” criteria stated in the SOPO; (4) the commercial viability of the project, (5) risk of project continuation due to financing and ability to meet cost share requirements: (6) Risk of project site selection; (7) Risk of project continuation due to construction planning: (8) Recipient’s submittal of required reports; (9) Recipient’s compliance with the terms and conditions of the Award; (10) the Recipient’s submission of a continuation application; and (11) written approval of the continuation application by the DOE Contracting Officer.  Select elements of the Continuation funding evaluation are detailed below for clarity:

As a result of this review, DOE, may choose to: (1) fund the Award in the next budget period; (2) fund the Award in the next budget period with additional conditions or requirements; or (3) not fund future budget periods of the Award. DOE will communicate its continuation decision in writing. If DOE chooses to fund the next budget period, it will update the Award to reflect the revised funding level, budget period, milestones and go/no-go’s, deliverables, and any other changes.

The Recipient shall provide written notification within fifteen (15) business days to the DOE Contracting Officer during the award period of performance of any project event(s) that may result in a:

1.            change to the Offtake Supply at the Project manufacturing facility that significantly deviates from (greater than a 10% reduction) the Offtake Supply proposed in the application.

2.            change to the location of the Project manufacturing facility. 

3.            change to the approved Material Supply Plan. 

4.            changes to the approved Offtake Partner Plan.

For purposes of this term, “Offtake Supply” shall mean amount of material generated by Recipient’s activities under the Project; specifically, material that is available for sale under the Offtake Agreement(s).

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The Recipient shall provide on an annual basis and upon request of the DOE Contracting Officer (CO), a certificate of compliance with this term to the CO or designee.

The Recipient and DOE shall meet, at a mutually agreeable time, no later than six (6) months after the effective date of this award, to discuss, at an unclassified level, the current threat environment related to economic espionage, intellectual property theft, insider threats, and other relevant topics. DOE, in its sole discretion, may invite other U.S. Government representatives, to participate in these briefings and discussions. The parties may also meet additionally during the period of performance, at DOE’s discretion, to continue these briefings and discussions.

¹ Terms and Conditions related to research, technology and economic security (RTES) includes all terms in Section IV of the Standard Terms and Conditions, all terms in Section IV of the Special Terms and Conditions, and the following terms: Cybersecurity Plan, Technology Protection Plan, Material Supply Plan, Threat Briefing, Access Restrictions, Research Technology and Economic Security Officer, Offtake Partner Plan, and Third-Party Monitor. Terms and Conditions related to national security include all terms that reference supply, offtake, access, monitoring, mitigation, foreign country of concern, or national security.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

	DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The curriculum vitae or similar professional synopsis should have no lapses in time over the past ten years or since age 18, whichever time period is shorter.

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

2 National security requirements include all terms that reference supply, offtake, access, monitoring, mitigation, foreign country of concern, or national security.

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

While the Award is in effect and DOE retains its undivided reversionary interest in real property and equipment acquired under the Award, DOE will not assert its reversionary interest in the property as long as it: (1) is being used for the authorized purposes set forth in SOPO (the “Authorized Purpose”); (2) is not encumbered without permission. If there is an agreement between DOE and debt and/or tax equity financing providers (“Financing Providers”), DOE may assert its reversionary interest in the property consistent with the terms of any such agreement regardless of whether or not the underlying encumbrance of the property was appropriately approved.

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Upon Recipient request, DOE will engage with the Recipient and/or subrecipient and potential Financing Providers seeking arrangements, such as a Government-Creditor Agreement, relating to DOE’s undivided reversionary interest in the real property and equipment acquired under the Award that address the reasonable requests of Financing Providers, including with respect to the exercise of remedies by Financing Providers. Consistent with applicable regulation, DOE will consent to a pari passu position with the Financing Providers pursuant to arrangements that will protect the federal interest and enable necessary financing for project success.  These arrangements will be set forth in a Government-Creditor Agreement or other agreement. 

PROGRAM DETERMINATION TO EXERCISE 309 AUTHORITY UNDER AWARD

Upon Recipient’s request for vesting, including on behalf of a subrecipient, DOE will exercise Section 309 authority to vest unconditional title to real property and equipment of a project or sub-project in the Recipient and/or subrecipient when it is demonstrated to DOE’s satisfaction that the Recipient and/or subrecipient has achieved the milestones set forth in the SOPO that correspond to the conclusion of the award period that includes mechanical completion, commissioning and successful testing as set forth in  Statement of Project Objectives Task FILL IN, provided that the Recipient or subrecipient satisfies the following conditions. Recipient or subrecipient, as applicable, agrees to:

Recipient or subrecipient is required to advise DOE on its progress on the above conditions at various points throughout the life of the award, including but not limited to, continuations, go/no-go decision points, budget periods, or phases, as determined at the start of each budget period or phase. DOE will require a written certification satisfactory to DOE from the Recipient or subrecipient immediately prior to the conclusion of the above award period confirming the Recipient’s or subrecipient’s satisfaction of the above conditions, prior to DOE effecting any vesting of title under Section 309. After any disposition or vesting of DOE’s reversionary interest, this award may remain in place to fulfill other award commitments.

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Infrastructure, Investment, and Jobs Act (IIJA) funds can be used in conjunction with other funding, as necessary to complete projects, but tracking and reporting must be separate to meet the reporting requirements of the IIJA and related Office of Management and Budget (OMB) Guidance. If applicable, the recipient must keep separate records for IIJA funds and must ensure those records comply with the requirements of the IIJA.

If the award is funded under Division D of the Infrastructure, Investment, and Jobs Act (IIJA) per the Notice of Funding Opportunity Statutory Authority, all laborers and mechanics employed by the recipient, subrecipients, contractors or subcontractors in the performance of construction, alteration, or repair work in excess of $2,000 on an award funded directly by or assisted in whole or in part by funds made available under this award shall be paid wages at rates not less than those prevailing on similar projects in the locality, as determined by the Secretary of Labor in accordance with Subchapter IV of Chapter 31 of Title 40, United States Code commonly referred to as the "Davis-Bacon Act” (DBA).

Recipients shall provide written assurance acknowledging the DBA requirements for the award or project and confirming that all of the laborers and mechanics performing construction, alteration, or repair work in excess of $2,000 on projects funded directly by or assisted in whole or in part by and through funding under the award are paid or will be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by Subchapter IV of Chapter 31 of Title 40, United States Code (Davis-Bacon Act).

The recipient must comply with all Davis-Bacon Act requirements, including but not limited to:

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The recipient must undergo Davis-Bacon Act compliance training and must maintain competency in Davis-Bacon Act compliance. The Grants Officer will notify the recipient of any DOE sponsored Davis-Bacon Act compliance trainings. The Department of Labor offers free Prevailing Wage Seminars several times a year that meet this requirement.

The recipient must ensure the timely submission of weekly certified payrolls as part of its compliance with the Davis-Bacon Act.

The Department of Energy has contracted with LCPtracker, a third-party DBA electronic payroll compliance software application, and the use of LCPtracker is mandatory absent a waiver. A waiver for the use of LCPtracker may be granted to a particular recipient if they are unable or limited in their ability to use or access the software.

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

Davis-Bacon Act Electronic Certified Payroll Submission Waiver

A waiver must be granted before the start of work subject to Davis-Bacon Act requirements (e.g., construction, alteration, or repair work). The recipient does not have the right to appeal DOE’s decision concerning a waiver request.

For additional guidance on how to comply with the Davis-Bacon provisions and clauses, see Davis-Bacon and Related Acts and Protections for Workers in Construction under the Infrastructure Investment and Jobs Act.

The Secretary of Energy, per IIJA Section 40126, designated the DOE’s Office of Cybersecurity, Energy Security, and Emergency Response (CESER) as responsible for coordinating cybersecurity project plans for IIJA provisions the Secretary deemed to have a cyber risk. CESER coordinates with DOE National Laboratory Subject Matter Experts (SMEs) to provide project lifecycle support activities that maintain or improve the project cybersecurity over its lifecycle.

The recipient is responsible for maintaining and improving project cybersecurity throughout the period of performance, including responding to DOE feedback on the plans and the associated milestones, deliverables, and attending associated cybersecurity plan lifecycle support meeting dates with CESER and DOE SMEs. Any revisions to the cybersecurity plan(s) and all related deliverables shall be emailed securely to CR-IIJACybersecurityplans@hq.doe.gov.

Any DOE and/or National Laboratory review comments or feedback provided to recipients does not constitute an endorsement or approval of any specific elements within the cybersecurity plan or the proposed security approach. Therefore, such feedback should not be referenced or used in marketing or promotional materials.

All cybersecurity plans and deliverables are exempt from disclosure under the Freedom of Information Act (5 U.S.C. § 552) Freedom of Information Act (5 U.S.C. § 552) pursuant to Section 40126(e). This exemption is limited to information provided to or collected by the federal government described in IIJA Section 40126, 42 U.S.C. § 18725.

The Recipient must submit an Offtake Partner Plan to DOE within 180 days of the award Period of Performance start date, listed in Block 7 of the Assistance Agreement.

The Offtake Partner Plan must include the following:

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The Recipient must meet the stated objectives and milestones set forth in its Offtake Partner Plan. DOE will evaluate the Recipient’s progress during the award period of performance, including as part of the Go/No-Go review process. A report on the Recipient’s progress towards meeting the objectives and milestones set forth in the Offtake Partner Plan must be included in any continuation application. The Recipient must provide DOE advance written notice of proposed changes to its offtake partners. The Offtake Partner Plan and any revisions to the plan and all related deliverables must be emailed securely to the point of contact designated by DOE.

The Recipient must submit a Technology Protection Plan within 60 days of award setting out the Recipient’s policies and procedures for identifying, accessing, handling, controlling, and releasing the following under this Award: (1) Recipient’s proprietary information, including non-public technical information, trade secrets and other confidential business information, including but not limited to information, know-how, methods or processes that give the Recipient a competitive advantage in the marketplace; (2) information that is subject to U.S. export control laws or regulations; (3) information that has been designated as classified or controlled unclassified information (CUI) by DOE; (4) any other information designated by DOE as sensitive throughout the period of performance. The Recipient must meet the stated objectives set forth in its Technology Protection Plan. The Recipient must notify the Department of any revisions to the Technology Protection Plan or the proposed security approach. A report on the Recipient’s progress toward meeting the objectives and milestones set forth in the Technology Protection Plan must be included in any continuation application. The Technology Protection Plan and any revisions to the plan and all related deliverables must be emailed securely to the point of contact designated by DOE.

Any DOE and/or National Laboratory review comments or feedback provided to the Recipient does not constitute an endorsement or approval of any specific elements within the Technology Protection Plan or the proposed security approach. Therefore, such feedback should not be referenced or used in marketing or promotional materials.

DOE Special Terms and Conditions Award No. DE- MS0000122.0002 With Solid Power Operating, Inc.

The Recipient must submit a Material Supply Plan to DOE within 60 days of award setting out the Recipient’s strategy and approach for materials and equipment supply, including a new supply chain without reliance on foreign entities of concern (FEOC). The Material Supply Plan is subject to DOE’s review and approval.

The Material Supply Plan must include the following:

Include all material suppliers, and only suppliers of equipment from a foreign country of concern that: 1) connects to the internet or other remote communication system; 2) can be physically or remotely accessed by an entity or individual based in a foreign country of concern; or 3) contains a source code written in a foreign country of concern.

The Recipient must meet the stated objectives set forth in its Material Supply Plan. The Recipient must provide DOE advance written notice of proposed changes to its material and equipment suppliers and of any revisions to the Material Supply Plan, including relevant economic, competitiveness, or foreign policy rationales for the proposed change. A report on the Recipient’s progress towards meeting the objectives and milestones set forth in the Material Supply Plan must be included in any continuation application. The Material Supply Plan and any revisions to the plan and all related deliverables must be emailed securely to the point of contact designated by DOE.

ATTACHMENT 1 - STATEMENT OF PROJECT OBJECTIVES

Infrastructure Investment and Jobs Act (IIJA) - Continuous Production of Sulfide-based Solid Electrolyte Materials for Advanced All-Solid-State Batteries

The objective of the project is to advance US battery supply chain competitiveness in the All-solid-state battery technologies. The recipient will increase the solid-state electrolyte (SSE) production capacity of their manufacturing facility by 1) installing one new continuous production line, and 2) by removing their current batch process and installing two additional continuous production lines. At the end of the project, the recipient’s facility will have a nameplate production capacity of 140 metric tons per year, the cost of SSE production will be significantly decreased, and a scalable SSE manufacturing process will be established.

The recipient will place orders for equipment, complete detailed design, begin pre-process installation construction, complete the process installation, and commission and validate the new continuous production line. After verification of the first line, work will continue for the next two production lines; Orders will be placed for major equipment, the existing batch lines will be removed, pre-process installation construction will be completed, process installation will be completed, and the new continuous production lines will be commissioned and validated.

The project will be conducted in 5 budget periods:

Budget Period 1: Detailed Design: The purpose of this budget period is to begin procurement of major equipment and to complete detailed design in preparation for construction. The tasks completed in this budget period regarding major process equipment include purchase order placement, drawing approval, and the beginning of fabrication. Regarding detailed design, the recipient will proceed from conceptual design (FEL 2) to beginning project execution (FEL 4). During this design process, regular reviews and iteration will occur at 30%, 60%, and 90% design completion. The output of the detailed engineering phase will be utilized for construction drawings, a construction schedule, and a Guaranteed Maximum Price (GMP) proposal from the selected Engineering, Procurement, and Construction (EPC) contractor.

Budget Period 2: Line #1 Installation: The purpose of budget period 2 is to complete the base and process builds, install process equipment, and to begin continuous operation of the new line. This includes the installation of all process and utility equipment, site acceptance testing, commissioning, and the demonstration of 50% output on the new continuous production process line.

STATEMENT OF PROJECT OBJECTIVES

Budget Period 3: Remove Batch Lines & Prepare for Lines #2 and #3: The purpose of this budget period is to use data from the new continuous line to procure major equipment, engineer the additional continuous lines, install a new dry room, and decommission existing batch production lines. In this budget period, the recipient will procure long lead equipment and complete process and facility engineering. Once engineering is completed, construction of a new dry room will be completed to relocate packaging equipment to maintain operation of the continuous line from budget period 2. With use of the new dry room and relocated packing equipment, the existing batch processing lines will be decommissioned.

Budget Period 4: Line #2 & #3 Installation: The purpose of this budget period is to complete the base and process builds, install process equipment, and begin continuous operation of the new lines.

Budget Period 5: Line #2 & #3 Commissioning to full Capacity Demonstration: The purpose of this budget period is to commission line 2 and 3 and perform a full capacity demonstration. This budget period proceeds from commissioning to the demonstration of 100% output on the new continuous production process line.

The following tasks will be conducted:

ALL BUDGET PERIODS: Overall Project Management and Planning

The recipient will perform project management activities to include project planning and control, subcontractor control, financial management, data management, management of supplies and/or equipment, risk management, and reporting as required to successfully achieve the overall objectives of the project. The recipient will monitor the project Schedule Performance Index (SPI) and Cost Performance Index (CPI) based upon the baseline total project value, scope, and schedule and provide an assessment of variations from baseline and the recommended mitigations.

Task 0.0 – Project Management and Planning:

The recipient shall develop and maintain the Project Management Plan (PMP). The content, organization, and requirements for revision of the PMP are identified in the Federal Assistance Reporting Checklist and Instructions, which can be found in the award attachments. The recipient must add an Earned Value Management Plan (EVMP) as an appendix to the PMP. The recipient shall manage and implement the project in accordance with the PMP.

Task 0.1 – Kick-Off Meeting:

The recipient will participate in a project kickoff meeting with the Department of Energy (DOE) within 30 days of project initiation.

STATEMENT OF PROJECT OBJECTIVES

Task 0.3 – Cybersecurity Plan:

The recipient will execute cybersecurity related activities in accordance with the cybersecurity plan developed for the award. 

BUDGET PERIOD 1: Detailed Design

Task 1.1 – Internal Review of Project:

Subtask 1.1.1 – The recipient will develop a project execution plan to include team definition, scope definition, cost targets, a baseline schedule, material requirements, identification of long lead process equipment, a risk register, and communication plan.

Subtask 1.1.2 – Recipient review and approval of project execution plan during the quality gate review meeting at Quality Gate 0 of 5.

Task 1.2 – Long-lead Time Equipment Procurement:

Subtask 1.2.1 – Previous testing and pre-engineering for major capital equipment will be reviewed against the throughput requirements for the continuous production line and approved by the technical team.

Subtask 1.2.2 – The recipient will generate requests for quote documents and user requirement specifications as necessary and issue these documents to vendor(s) for long lead equipment for them to generate proposals.

Subtask 1.2.3 – Proposals from vendors will be reviewed by the technical and procurement teams to select vendors and negotiate payment terms for major equipment.

Subtask 1.2.4 – Purchase orders will be issued to selected vendors for long lead equipment by the procurement team.

Subtask 1.2.5 – The recipient’s technical team will review and approve fabrication drawings and set up reoccurring meetings with vendors to track fabrication of long lead equipment against agreed upon schedules and deliverables for long lead equipment vendors.

Subtask 1.2.6 – The recipient’s technical team will schedule factory acceptance testing, Factory Acceptance Test (FAT), as required for long lead equipment. During FAT, the equipment will be tested against approved drawings to ensure proper operation prior to shipping.

Task 1.3 – Completion of Detailed Design:

Subtask 1.3.1 – The recipient, General Contractor, and Design Engineering firms will hold a kickoff meeting to agree on project deliverables and schedule. The output of this meeting will be an updated proposal for detailed design.

Subtask 1.3.2 – The General Contractor and Design Engineering firm will submit a drawing package at a 30% design completion for review and comment by the recipient. After all comments are answered, the contractor will be approved, either through email or in a meeting, by the technical team to proceed with further detailed design.

Subtask 1.3.3 – The General Contractor and Design Engineering firm will submit a drawing package at a 60% design completion and a class 3 estimate for construction. This will be reviewed and commented on by the recipient. After all comments are answered, the contractor will be approved, either through email or in a meeting, by the technical team to proceed with further detailed design.

STATEMENT OF PROJECT OBJECTIVES

Subtask 1.3.4 – The General Contractor and Design Engineering firm will submit a drawing package at a 90% design completion for review and comment by the recipient. This will be reviewed and commented on by the recipient. After all comments are answered, the contractor will be approved, either through email or in a meeting, by the technical team to proceed to issued for construction drawing sets, Issued for Construction (IFC).

Subtask 1.3.5 – The General Contractor and Design Engineering firm will produce issued for construction drawings and a permit set for the fully detailed design. This package will be issued to subcontractors by the general contractor to generate proposals.

Subtask 1.3.6 – The technical core team will review and approve the permit set. This approval will be documented internally to achieve Quality Gate 1 of 5.

Subtask 1.3.7 – The General Contractor and Design Engineering firm will produce a class 2 estimate based on the IFC drawings for construction, bid tabulations for the proposals generated by the subcontractors per division, and a schedule for the project scope. This will consist of a submission to the recipient of a document showing the breakdown of the received bids and a schedule.

Task 1.4 – Guaranteed Maximum Price and Finalized Gantt:

Subtask 1.4.1 – The recipient will hold a meeting with the General Contractor to review bid tabulations for each division of the project and work to select subcontractors. The output of this will be selected subcontractors for each division of the IFC package.

Subtask 1.4.2 – The General Contractor will incorporate the proposals of the selected subcontractor into a Guaranteed Maximum Price proposal to the recipient for review and approval.

Subtask 1.4.3 – The General Contractor will work with the selected subcontractors to update the project schedule as necessary based on the anticipated durations of each subcontractor’s work. The general contractor will submit a finalized Project Gantt to the recipient for review and approval.

Subtask 1.4.4 – The recipient will conduct a meeting with the core team and its management reviewing the GMP and schedule for a Go/No-Go decision. The approval to proceed will be documented and achieve Quality Gate 2 of 5.

STATEMENT OF PROJECT OBJECTIVES

Continuation: The recipient is NOT authorized to initiate any scope in the next budget period without the DOE Contracting Officer’s prior written approval in accordance with the award terms and conditions. Remaining Budget Period tasks are subject to DOE review/approval of submitted Continuation Application.

BUDGET PERIOD 2: Line #1 Installation

Task 2.1 – Base Building:

Subtask 2.1.1 – The recipient will schedule factory acceptance testing, (FAT), for remaining equipment the technical team requires FAT for. During FAT, the equipment will be tested against the approved drawings to ensure proper operation and construction prior to shipping.

Subtask 2.1.2 – The recipient will hold Owner, Architect, Contractor (OAC) meetings with the contractors to track daily activities, schedule, change orders, and cost. The output of this meeting will be meeting minutes and agreed upon project scopes.

Subtask 2.1.3 – The recipient will execute upgrades to utility infrastructure found to be limiting current and future phases in the previous detailed design. This includes modifications to the chilled water system, compressed air drying, and the electrical feed to the facility.

STATEMENT OF PROJECT OBJECTIVES

Subtask 2.1.4 – The recipient will work with general contractors to execute construction activities until all divisions reach completion. Execution will be tracked by reviewing earned value against the baseline schedule.

Subtask 2.1.5 – The recipient will work with general contractors to execute process utility commissioning plans in preparation for process equipment site acceptance testing.

Task 2.2 – Process Installation:

Subtask 2.2.1 –The recipient technical team will review the installation of the process equipment to ensure it was installed as engineered and ready to begin commissioning.

Task 2.3 – Complete Quality Gate 3 of 5:

Subtask 2.3.1 – In preparation for commissioning, the recipient’s technical team will determine initial operating parameters on small scale continuous equipment and expected performance metrics.

Subtask 2.3.2 – The recipient technical, operations, and quality teams will review and approve s Site Acceptance Test Procedures (SATs’s) to confirm systems are ready for commissioning.

Subtask 2.3.3 – The recipient technical, operations, and quality teams will review and approve SAT and commissioning plans for each piece of process equipment to ensure systems are ready for commissioning.

Subtask 2.3.4 – The recipient technical, operations, and quality teams will review and approve sampling plans and quality validation checks in preparation for commissioning.

Subtask 2.3.5 – The recipient technical, operations, and quality teams will conduct a material review and approve materials prior to commissioning.

Subtask 2.3.6 – The recipient technical, operations, quality, and safety teams will meet to review PHA items for approval to begin initial production.

Subtask 2.3.7 – The recipient technical, operations, quality, and safety teams will meet for initial production approval.

STATEMENT OF PROJECT OBJECTIVES

Task 2.4 – Line #1 Startup & Commissioning:

Subtask 2.4.1 – The recipient technical team and equipment vendors will execute the commissioning plans for site acceptance testing.

Subtask 2.4.2 – Site acceptance testing, where required by the recipients technical team will be signed off and documented. This will be incorporated into the PSSR, pre-startup safety review.

Subtask 2.4.3 – After the PSSR is completed, initial production will begin.

Subtask 2.4.4 – The recipient will complete approved sampling plans and quality validation checks and collect data in preparation for quality gate 4 of 5

Subtask 2.4.5 – The technical, quality, and operation teams will hold a meeting to approve proceeding with additional production. This approval will be documented and will achieve quality gate 4 of 5.

Subtask 2.4.6 – The recipient operations and technical team will work to achieve 50% throughput capability.

Task 2.5 – Workforce Development and Training

Subtask 2.5.1 – The recipient will work in partnership with local organizations to develop training and programs.

Continuation: The recipient is NOT authorized to initiate any scope in the next budget period without the DOE Contracting Officer’s prior written approval in accordance with the award terms and conditions. Remaining Budget Period tasks are subject to DOE review/approval of submitted Continuation Application.

STATEMENT OF PROJECT OBJECTIVES

BUDGET PERIOD 3: Remove Batch Lines & Prepare for Lines #2 and #3

Task 3.1 – Equipment Procurement:

Subtask 3.1.1 – The recipient will review equipment performance and outputs from the new continuous line #1. Modifications to the line #1 equipment based on the data from this review and from learnings and equipment changes made during commissioning will be used to generate major equipment request for proposals and User Requirement Specification (URS) documents for procurement.

Subtask 3.1.2 – The recipient will submit request for proposal and URS documents as necessary to major equipment vendors.

Subtask 3.1.3 – The proposals from vendors will be reviewed by the technical and procurement teams to select vendors and negotiate payment terms for major equipment.

Subtask 3.1.4 – Purchase orders will be issued to selected vendors for long lead equipment by the procurement team.

Subtask 3.1.5 – The recipient’s technical team will review and approve fabrication drawings and set up reoccurring meetings with vendors to track fabrication of long lead equipment against agreed upon schedules and deliverables for long lead equipment vendors.

Subtask 3.1.6 – The recipient’s technical team will schedule factory acceptance testing, FAT, as required for long lead equipment. During FAT, the equipment will be tested against approved drawings to ensure proper operation prior to shipping. FAT will begin in Budget Period 3 and be completed in budget period 4.

Task 3.2 – Engineering Design Phase:

Subtask 3.2.1 - The recipient will work with the detailed design contractor to validate FEED from previous design phases and incorporate any new requirements for the selected process equipment.

Subtask 3.2.2 – The recipient will work with a selected design contractor to develop demolition packages for removing the batch line, relocation of the packaging equipment, and the design for the new dry room for packaging.

Subtask 3.2.3 – The recipient will approve the design contractors completed detailed design, schedule, and GMP for the installation of the new dry room and removal of the batch line. This will be a Go/No-Go decision with the recipients technical and leadership teams.

Subtask 3.2.4- The recipient will approve a phased detailed design for the new batch lines progressing from 30% to completed detailed design. Approval of the detailed design by the technical core team will achieve quality gate 1 of 5.

Task 3.3 – Batch Line Removal and Dry Room Modification:

Subtask 3.3.1 - The receipt will work with the design contractor to complete construction of the new dry room. This will allow the packaging equipment to be relocated with minimal impacts to ongoing production.

STATEMENT OF PROJECT OBJECTIVES

Subtask 3.3.2 – With the new dry room completed the batch line packaging equipment will be relocated to the new packaging room. The relocated packaging equipment will be tested to ensure its operability is the same as before.

Subtask 3.3.3 – The recipient will execute decommissioning plans for the existing batch line until they are completed, equipment has been removed, and the rooms are ready for subsequent design and installation of continuous process lines.

Task 3.4 – Workforce Development and Training

Subtask 3.4.1 – The recipient will work in partnership with local organizations to develop training and programs.

Continuation: The recipient is NOT authorized to initiate any scope in the next budget period without the DOE Contracting Officer’s prior written approval in accordance with the award terms and conditions. Remaining Budget Period tasks are subject to DOE review/approval of submitted Continuation Application.

STATEMENT OF PROJECT OBJECTIVES

BUDGET PERIOD 4: Lines #2 and #3 Installation

Task 4.1 – Base Building:

Subtask 4.1.1 – The recipient will schedule factory acceptance testing, (FAT). During FAT, the equipment will be tested against the approved drawings to ensure proper operation and construction prior to shipping.

Subtask 4.1.2 – The recipient will hold Owner, Architect, Contractor (OAC) meetings with the contractors to track daily activities, schedule, change orders, and cost. The output of this meeting will be meeting minutes and agreed upon project scopes.

Subtask 4.1.4 – The recipient will work with general contractors to execute construction activities until all divisions reach completion. Execution will be tracked by reviewing earned value against the baseline schedule.

Subtask 4.1.5 – The recipient will work with general contractors to execute process utility commissioning plans in preparation for process equipment site acceptance testing.

Task 4.2 – Process Installation:

Subtask 4.2.1 –The recipient technical team will review the installation of the process equipment to ensure it was installed as engineered and ready to begin commissioning.

Task 4.3 – Complete Quality Gate 3 of 5:

Subtask 4.3.1 – In preparation for commissioning, the recipient’s technical team will determine initial operating parameters on small scale continuous equipment and expected performance metrics.

Subtask 4.3.2 – The recipient technical, operations, and quality teams will review and approve Site Acceptance Test Procedures (SATs’s) to confirm systems are ready for commissioning.

Subtask 4.3.3 – The recipient technical, operations, and quality teams will review and approve SAT and commissioning plans for each piece of process equipment to ensure systems are ready for commissioning.

Subtask 4.3.4 – The recipient technical, operations, and quality teams will review and approve sampling plans and quality validation checks in preparation for commissioning.

Subtask 4.3.5 – The recipient technical, operations, and quality teams will conduct a material review and approve materials prior to commissioning.

Subtask 4.3.6 – The recipient technical, operations, quality, and safety teams will meet to review PHA items for approval to begin initial production.

Subtask 4.3.7 – The recipient technical, operations, quality, and safety teams will meet for initial production approval.

STATEMENT OF PROJECT OBJECTIVES

Task 4.4 – Workforce Development and Training

Subtask 4.4.1 – The recipient will work in partnership with local organizations to develop training and programs.

BUDGET PERIOD 5: Demonstration of Plant Capacity

Task 5.1 – Plant Capacity Demonstration

Subtask 5.1.1 – The recipient will work to complete the pre-start-up safety review, PSSR, prior to beginning initial production.

Subtask 5.1.2 – The recipient will complete approved sampling plans and quality validation checks and collect data in preparation for quality gate 4 of 5

Subtask 5.1.3 – The technical, quality, and operation teams will hold a meeting to approve proceeding with additional production. This approval will be documented and will achieve quality gate 4 of 5.

Subtask 5.1.4– The recipient operations and technical team will work to achieve 100% throughput capability.

Subtask 5.1.5 – The recipient’s technical team will develop a commissioning report for DOE review detailing the demonstration of capacity, lessons learned and achieved quality.

STATEMENT OF PROJECT OBJECTIVES

In addition to the reports specified in the “Federal Assistance Reporting Checklist,” the recipient will provide the following to the DOE Project Officer (identified in Block 15 of the Assistance Agreement as the Program Manager):

Federal Assistance Reporting Checklist Attachment 2

Federal Assistance Reporting Checklist Attachment 2

Federal Assistance Reporting Checklist Attachment 2

Federal Assistance Reporting Checklist Attachment 2

Table of Contents