Exhibit 10.11

​

​

​

​

​

​

​

​

2

​

Special Terms and Conditions

​

Forge Battery 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.

​

​

​

​

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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.

​

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.

​

II.National Policy Terms

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.

​

III.DOE Terms

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:

​

​

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.

​

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 and its subrecipients 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.

​

​

As provided in 2 CFR 200.308(g)(2), the recipient must provide the Grants Officer with written notice in advance if it intends to utilize a one-time, no-cost extension of this award. The notification must include the supporting justification and a revised period of performance. The recipient must submit this notification in writing to the Grants Officer and Federal Project Manager. This paragraph does not preclude the Federal Agency from approving further no-cost extensions to the federal award.

​

Any no-cost extension will not alter the project scope, deliverables, budget, or milestones (if applicable) of this award.

​

IV.Research, Technology, and Economic Security Terms

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.

​

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.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

iii.Consistent with applicable law, this term does not prohibit, unless such activities are funded, organized, or managed by an academic institution or a foreign talent recruitment program on the lists developed under paragraphs (8) and (9) of section 1286(c) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (10 U.S.C. 4001 note; Public Law 115–232)—

​

​

​

Prior to award, the recipient was required to provide current and pending support disclosure statements (“CPS Common Form”) and a Biographical Sketch (“Biosketch”) for each covered individual, as defined by the Award Terms and Conditions, at the recipient and subrecipient level, regardless of funding source.

​

New Covered Individuals:

Before new covered individuals may start work on the project, the recipient must submit CPS Common Forms and Biosketch(es) for new covered individuals and must receive prior approval from DOE/NNSA. R&D covered individuals must comply with the Digital Persistent Identifier (PID) and Research Security Training Requirements 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 CPS Common Form or the Biosketch, the individual must submit an updated CPS Common Form and/or updated Biosketch. The recipient must submit the updated CPS Common Form(s) and

​

​

​

​

updated Biosketch(es) to DOE within thirty (30) calendar days after the end of the quarterly reporting period in which the change occurred. Reporting Timeframe Exception: Adjustments to level of effort on previously reported support that is not foreign country of concern (FCOC)-related may be reported with the next scheduled annual progress report.

​

Where to Submit New or Updated Forms

See the Federal Assistance Reporting Checklist for this award for instructions on where to submit the CPS Common Form and Biosketch.

​

How to Submit New or Updated Forms

Generate the CPS Common Form and Biosketch via SciENcv (Science Experts Network Curriculum Vitae). SciENcv will produce a DOE compliant PDF version of the Common Forms.

​

The recipient must ensure DOE has an up-to-date CPS Common Form and Biosketch for each covered individual on the project. Consistent with the instructions in NSPM-33 Implementation Guidance Pre- and Post-award Disclosures Relating to the Biographical Sketch and Current and Pending (Other) Support¹ and the DOE Award-Specific Common Form Instructions below, the CPS Common Form and Biosketch Common Form must together include a list of all sponsored activities, awards, and appointments, whether paid or unpaid; provided as a gift with 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.

​

Please note the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

V.Financial Terms

​

Cost Sharing Obligations

​

It is MESC’s position that all projects be required to provide cost share on an invoice basis.

​

DOE and the recipient’s cost share for the total estimated project costs are listed below.

​

Table 1

​

​

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. If the Award is terminated or is otherwise not funded to completion, the Recipient is not required to provide the entire “Cost Share” amount stated in Block 12 of the Assistance Agreement to this Award; however, the Recipient must provide its share (i.e., total project percentage) of the total project cost(s) incurred as of the date of the termination or discontinuation.”

​

B.Unallowable Project Costs

​

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:

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

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.

​

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:

​

​

​

​

​

​

​

​

Assistance Reporting Checklist, and all applicable laws and regulations.

​

​

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. Fringe benefit costs have been found reasonable as incorporated in the recipient’s burdened labor rate or under an allocated indirect cost billing rate. 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.

​

The recipient must provide a copy of an updated NICRA or indirect rate proposal to the DOE Specialist 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 under a modification already being implemented. Reimbursement will be limited by the budgeted dollar amount for indirect costs for each budget period as shown in the budget attached to this award.

​

In accordance with the applicable Appendices under 2 CFR 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.

​

VI.Equipment & Real Property Terms

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.

VII.Award Specific Terms

​

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.

​

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 must obtain written approval by the Grants Officer for reimbursement of costs associated with subrecipients/contractor/equipment listed in paragraph B. below.

​

The recipient is restricted from expending project funds (i.e., federal share and recipient share) on the subrecipients’ and/or contractors’ supporting the tasks and/or equipment identified in paragraph B. below unless and until the Grants Officer provides written approval. At its discretion, DOE may not reimburse costs incurred prior to the date of any such written approval by the Grants Officer.

​

Grants Officer approval as set out above is required for the following:

​

​

​

​

​

​

The Grants Officer may require additional information concerning these tasks prior to providing written approval.

​

Upon written approval by the Grants Officer, the recipient may then receive payment for the tasks identified in the above table for allowable costs incurred, or DOE will recognize costs incurred toward cost share requirements, if any, in accordance with the payment provisions contained in the Special Terms and Conditions of this agreement.

​

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:

​

​

​

​

​

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.

​

VIII.Program Specific Terms

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:

​

​

​

​

​

​

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 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.

​

IX.Infrastructure, Investment, and Jobs Act (IIJA) Terms

​

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:

​

​

​

​

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.

​

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.

​

X.Program Specific Plans

​

DOE’s Office of Cybersecurity, Energy Security, and Emergency Response (CESER) will assist in coordinating cybersecurity project plans for projects determined to have cyber risk as determined by DOE’s Research Technology and Economic Security Office. CESER may coordinate with DOE National Laboratory Subject Matter Experts (SMEs) to provide plan review and acceptance and other 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 project period, 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 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 must be marked as “Confidential Business Information” and are exempt from disclosure under the Freedom of Information Act (5 U.S.C. § 552).

​

​

A Construction Workforce Continuity Plan template is provided for administrative convenience. If the template is not used, the recipient must ensure that all the information requested in the template is provided. A report on the recipient’s progress toward meeting the objectives and milestones set forth in the Construction Workforce Continuity Plan must be included in the continuation application or as otherwise directed by the Grants Officer.

​

If at any time it becomes apparent that the recipient is non-compliant with their Construction Workforce Continuity Plan, additional reporting may be required.

​

​

An Operations Workforce Continuity Plan template is provided for administrative convenience. If the template is not used, the recipient must ensure that all the information requested in the template is provided. A report on the recipient’s progress toward meeting the objectives and milestones set forth in the Operations Workforce Continuity Plan must be included in the continuation application or as otherwise directed by the Grants Officer.

​

If at any time it becomes apparent that the recipient is non-compliant with their Operations Workforce Continuity Plan, additional reporting may be required.

​

​

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:

​

​

​

​

​

​

​

​

​

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 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:

​

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

3.change to the approved Material Supply Plan.

4.change 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).

​

​

​

​

​

​

​

​

​

​

entity subject to the jurisdiction of a Country of Risk (as defined in section 18912 of title 42 , currently Iran, North Korea, Russia, China, and Belarus and subject to change by DOE), without the DOE Contracting Officer’s prior written approval. Any failure to comply with this provision will be a breach of this award and subject to available remedies for noncompliance.

​

​

​

​

​

​

​

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.

​

​

​

​

G. Threat Briefing

​

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.

​

​

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.

​

​

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.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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.

​

​

​

​

​

​

​

and to ensure compliance with the RTES and national security requirements of this Award;

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

than once every year.³ The engagement of the Third-Party Monitor and the scope and terms of the monitoring (the “Monitoring Plan”) shall be subject to the prior non-objection of DOE. If DOE notifies the Recipient that monitoring is required based on DOE’s assessment, the Recipient shall have 45 days to propose a Third-Party Monitor and Monitoring Plan for DOE’s non-objection. Upon receipt of the proposed Monitoring Plan, DOE has 30 days to provide written objection. If DOE does not respond within the 30 days, DOE’s lack of action shall constitute a non-objection. If DOE objects to the proposed Third-Party Monitor, the Recipient shall propose an alternative candidate within 15 days, subject to the same non-objection procedure as the initial proposal. If DOE objects to the Monitoring Plan, the Recipient shall address the objections and submit a revised Monitoring Plan within 15 days, subject to the same non-objection procedure as the initial proposal. The Recipient shall engage the Third-Party Monitor within 10 days after receiving DOE’s non-objection, and shall ensure that the monitoring is completed, in accordance with the Monitoring Plan, within 90 days thereafter.

​

​

​

​

​

​

​

​

​

​

​

​

Award, including non-public information and any records of communications or other documents.

​

​

The recipient is encouraged to display DOE Investing in America signage during and after construction. Guidance can be found at: (https://www.energy.gov/design). Proposed signage costs that meet these specifications are an allowable cost and may be included in the proposed project budget.

​

​

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.

​

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 the Statement of Project Objectives, 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.

​

​