Appendix O Info Award T&Cs Amend 000002 (appl to Demos).pdf

Funding Opportunity Number: DE-FOA-0002271, Amendment 000002

Appendix O, Amendment 000002

AWARD TERMS AND CONDITIONS

(Draft) Demos

This document sets forth anticipated terms and conditions for the cooperative agreement awards for the Advanced Reactor Demonstration Program. It is a draft and is included in the Funding Opportunity Announcement (FOA) for informational purposes and to put applicants on notice of the anticipated terms and conditions DOE plans for the awards.

Additional and/or different T&Cs may be required in the actual award, e.g., if the project will be done as a public work, it may require Construction Labor Standards (formally Davis Bacon Act Wage Determinations, etc.); for any construction work to be done at a Government facility, etc.

TERMS AND CONDITIONS

FOR THE

DEMOS COOPERATIVE AGREEMENT

Contents

(1) ADMINISTRATIVE REQUIREMENTS (DECEMBER 2014)

(2) NOTICE REGARDING ELIGIBLE/INELIGIBLE ACTIVITIES

(3) LEGAL AUTHORITY AND EFFECT (JUNE 2015)

(4) RESOLUTION OF CONFLICTING CONDITIONS

(5) AWARD AGREEMENT TERMS AND CONDITIONS (DECEMBER 2014)

(6) AWARD PROJECT PERIOD AND BUDGET PERIODS

(7) CONFERENCE SPENDING (FEBRUARY 2015)

(8) PAYMENT PROCEDURES - REIMBURSEMENT THROUGH THE AUTOMATED CLEARING HOUSE (ACH) VENDOR

INQUIRY PAYMENT ELECTRONIC REPORTING SYSTEM (VIPERS)

(9) INCREMENTAL FUNDING AND MAXIMUM OBLIGATION - DIFFERENT BUDGET PERIOD AND PROJECT PERIOD ... 8

(10) COST SHARING FFRDC'S PARTICIPATE

(11) DIRECT PAYMENT BY DOE OF FEDERALLY FUNDED RESEARCH AND DEVELOPMENT CENTER (FFRDC)

CONTRACTOR COST

(12) REBUDGETING AND RECOVERY OF INDIRECT COSTS - REIMBURSABLE INDIRECT COSTS AND FRINGE BENEFITS

(13) PRE-AWARD COSTS (DECEMBER 2014) – (if prior approval is received from the DOE Contracting Officer)

(14) USE OF PROGRAM INCOME - ADDITION

(15) STATEMENT OF FEDERAL STEWARDSHIP

(16) STATEMENT OF SUBSTANTIAL INVOLVEMENT PROVIDED AS ATTACHMENT

(17) SITE VISITS

(18) REPORTING REQUIREMENTS (APRIL 2018)

(19) PUBLICATIONS

(20) FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS

(21) INTELLECTUAL PROPERTY PROVISIONS

(22) CONTINUATION APPLICATION AND FUNDING - AWARDS UNDER 2 CFR § 200 AS AMENDED BY 2 CFR § 910 .. 12

(23) NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS -- SENSE OF

CONGRESS

(24) ENVIRONMENTAL, SAFETY AND HEALTH (ES&H) PERFORMANCE OF WORK AT DOE FACILITIES (applies if built on a DOE facility)

(25) FUNDING OF BUDGET PERIODS

(26) INSURANCE COVERAGE (DECEMBER 2014)(REVISED)

(27) REAL PROPERTY (DECEMBER 2014)

(28) EQUIPMENT (DECEMBER 2014)

(29) USE OF REAL PROPERTY AND EQUIPMENT ACQUIRED UNDER THE AWARD

(30) SUPPLIES (DECEMBER 2014)

(31) INTANGIBLE PROPERTY (DECEMBER 2014)

(32) PROPERTY TRUST RELATIONSHIP (DECEMBER 2014)

(33) INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP

(34) NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS

(35) DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS

(36) HISTORIC PRESERVATION

(37) REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION

(38) SUBAWARD AND EXECUTIVE REPORTING

(39) SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS

(40) FINAL INCURRED COST AUDIT (DECEMBER 2014)

(41) INDEMNITY

(42) FINANCIAL COMMITMENT/FUNDING PLAN

(43) LOBBYING RESTRICTIONS (MARCH 2012)

(44) CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY ASSURANCES (MARCH 2014)

(45) NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS ASSURANCES (JUNE 2015)

(46) DATA MANAGEMENT PLAN (SEPT 2015)

(47) REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND PERFORMANCE (DECEMBER 2015)(Revision)

(48) PERSONNEL (DECEMBER 2014)

(49) PROHIBITION ON PERSONALLY IDENTIFIABLE INFORMATION (PII)

(50) CONFIDENTIAL BUSINESS INFORMATION

(51) CHANGE OF CONTROL

(52) AWARD PERIOD DURATION AND EXTENSION

(53) ONE TIME EXTENSION

(54) SPECIAL DISPOSITION OF PROPERTY AT THE END OF THE AWARD

(55) COOPERATIVE AGREEMENT TERMINATION OR RECIPIENT SUSPENSION OF PROJECT WORK

(56) COST SHARING ON INVOICES SUBMITTED FOR PAYMENT

(57) TEST AND EVALUATION

(58) MILESTONES AND MILESTONEPAYMENTS

(59) LIABILITY DURING OPERATION OF THE ADVANCED DEMONSTRATION REACTOR

(60) POST AWARD CONFERENCE

(61) PROJECT MANAGEMENT PLAN

(62) COORDINATION AND MANAGEMENT PLAN

(63) WAIVER REQUESTS: PERFORMANCE OF WORK IN THE UNITED STATES

(64) DOE APPROVAL FOR SUBAWARDS AND SUBCONTRACTS

(65) TECHNICAL DIRECTION

(66) TECHNICAL PROJECT OFFICER/PROJECT MANAGER AUTHORITY

(67) AWARD TERMINATION

(68) ADMINISTRATION BY NON-FEDERAL PERSONNEL

(69) RECIPIENT INSPECTION REQUIREMENTS

(70) REAL ESTATE (LAND) TRANSACTION APPROVAL

(71) PREPARATION OF COST ESTIMATE FOR CONSTRUCTION OF THE ADVANCED DEMONSTRATION REACTOR

(72) RESERVED

(73) RESERVED

(74) RESERVED

(75) RESERVED

(76) ORGANIZATION AND DIRECTION OF THE CONSTRUCTION WORK FOR THE ADVANCED DEMONSTRATION

REACTOR

(77) SUBAWARDS

(78) GOVERNMENT ACCESS TO CONSTRUCTION PROJECT INFORMATION

(79) RESERVED

(80) RESERVED

(81) WORK OVERSIGHT IN ENGINEERING, PROCUREMENT, CONSTRUCTION CONTRACT AWARDS

(82) RESERVED

(83) ARCHITECTURAL BARRIERS ACT OF 1968 (42 U.S.C. § 4151 ET SEQ.) - CONSTRUCTION OF THE ADVANCED

DEMONSTATION REACTOR

(84) EQUAL EMPLOYMENT OPPORTUNITY UNDER E.O. 11246 – CONSTRUCTION OF THE ADVANCED

DEMONSTATION REACTOR

(85) PERFORMANCE AND PAYMENT BONDS- CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR

(86) RESEVRED

(87) RESERVED

(88) RESERVED

(89) RESERVED

(90) RESERVED

(91) CONSTRUCTION PERFORMANCE REPORTS

(92) REPORTING ON REAL PROPERTY

(93) MATERIAL AND WORKMANSHIP FOR THE CONSTRUCTION OF THE ADVANCED DEMONSTRATION REACTOR . 51

(94) PERMITS AND RESPONSIBILITIES - CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR

(95) EXCUSABLE DELAYS - CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR

(96) RESERVED

(97) BUDGET TRANSFERS BETWEEN CONSTRUCTION AND NON-CONSTRUCTION WORK

(98) DIRECT COST FUNDS TRANSFERS

(99) RESTRICTION ON SMR FUNDING

(100) CONTINGENCY FOR CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR

(101) RESERVED

(102) DOE RIGHT TO REVIEW RECIPIENT SYSTEMS

TERMS AND CONDITIONS FOR THE ADVANCED REACTOR

DEMONSTATION COOPERATIVE AGREEMENT

(1) ADMINISTRATIVE REQUIREMENTS (DECEMBER 2014)

The administrative requirements for DOE grants and cooperative agreements are contained in 2 CFR Part§ 200 as amended by 2 CFR Part 910 [DOE Financial Assistance Regulation] (See: http://www.eCFR.gov). All references to 2 CFR 200, 2 CFR 910, FAR and DEAR clauses and articles incorporated by reference are, unless otherwise specified, to the version applicable as of the effective date of this Agreement.

(2) NOTICE REGARDING ELIGIBLE/INELIGIBLE ACTIVITIES

Eligible activities under this program include those which describe and promote the understanding of scientific and technical aspects of specific energy technologies, but not those which encourage or support political activities, such as the collection and dissemination of information related to potential, planned, or pending legislation.

(3) LEGAL AUTHORITY AND EFFECT (JUNE 2015)

A DOE financial assistance award is valid only if it is in writing and is signed, either in writing or electronically, by a DOE Contracting Officer. Recipients are free to accept or reject the award. A request to draw down DOE funds constitutes the Recipient's acceptance of the terms and conditions of this Award.

(4) RESOLUTION OF CONFLICTING CONDITIONS

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

(5) AWARD AGREEMENT TERMS AND CONDITIONS (DECEMBER 2014)

This award/agreement consists of the Assistance Agreement cover page, plus the following:

Special terms and conditions.

Attachments:

Attachment No. Title Intellectual Property Provisions Statement of Project Objectives Federal Assistance Reporting Checklist Budget Pages

DOE Assistance Regulations, 2 CFR Part§ 200 as amended by 2 CFR Part§ 910 at http://www.eCFR.gov. Application/proposal as approved by DOE, in effect on the date of award or as amended by the parties thereafter.

National Policy Assurances to Be Incorporated as Award Terms in effect on date of award at:

http://www.nsf.gov/awards/managing/rtc.jsp.

http://www.ecfr.gov/ http://www.ecfr.gov/ http://www.nsf.gov/awards/managing/rtc.jsp

(6) AWARD PROJECT PERIOD AND BUDGET PERIODS

The Project Period for this award is [mm/dd/yyyy] through [mm/dd/yyyy], consisting of the following Budget Periods: to be completed at time of award

(7) CONFERENCE SPENDING (FEBRUARY 2015)

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

(8) PAYMENT PROCEDURES - REIMBURSEMENT THROUGH THE AUTOMATED CLEARING HOUSE (ACH) VENDOR

INQUIRY PAYMENT ELECTRONIC REPORTING SYSTEM (VIPERS)

Method of Payment. Payment will be made by reimbursement through ACH.

Requesting Reimbursement. Requests for reimbursements must be made electronically through Department of Energy's Oak Ridge Financial Service Center (ORFSC) VIPERS. To access and use VIPERS, youthe Recipient must enroll at https://vipers.doe.gov. Detailed instructions on how to enroll are provided on the web site.

For non-construction awards, youthe 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 file attachment must show the total federal share claimed on the SF 270, the non-federal share claimed for the billing period, if cost sharing is required, and cumulative expenditures to date (both Federal and non- Federal) for each of the following categories: salaries/wages and fringe benefits; equipment; travel;

participant/training support costs, if any; other direct costs, including subawards/contracts; and indirect costs.

For construction awards, youthe Recipient must submit a SF 271, "Outlay Report and Request for Reimbursement for Construction Programs," through VIPERS.

Timing of submittals. Submittal of the SF 270 or SF 271 should coincide with yourthe Recipient’s normal billing pattern, but not more frequently than every two weeks. Requests for reimbursement must be limited to the amount of disbursements made during the billing period for the federal share of direct project costs and the proportionate share of any allowable indirect costs incurred during that billing period.

Adjusting payment requests for available cash. YouThe Recipient must disburse any funds that are available from repayments to and interest earned on a revolving fund, program income, rebates, refunds, contract settlements, audit recoveries, credits, discounts, and interest earned on any of those funds before requesting additional cash payments from DOE.

Payments. The DOE approving official will approve the invoice as soon as practicable but not later than 30 days after yourthe 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 youthe Recipient.

YouThe Recipient may check the status of yourits payments at the VIPER web site. All payments are made by electronic funds transfer to the bank account identified on the ACH Vendor/Miscellaneous Payment https://vipers.doe.gov/ https://vipers.doe.gov/

Enrollment Form (SF 3881) that youthe Recipient filed.

(9) INCREMENTAL FUNDING AND MAXIMUM OBLIGATION - DIFFERENT BUDGET PERIOD AND PROJECT PERIOD

If at any time during the award a budget period is funded on an incremental basis, the maximum obligation of the DOE is limited to the amount shown on the Award Agreement. You areThe Recipient is not obligated to continue performance of the project beyond the total amount obligated and yourthe Recipient’s pro rata share of the project costs, if cost sharing is required.

Subject to the availability of additional funds appropriated by Congress for the purpose of this program and the availability of future-year budget authority, DOE anticipates obligating the total estimated amount for the current budget period.

(10) COST SHARING FFRDC'S PARTICIPATE

a. Total Estimated Project Cost is the sum of the Government share, including Federally Funded Research and Development Center (FFRDC) contractor costs, and Recipient share of the estimated project costs. The DOE/NNSA FFRDC contractor cost is not included in the total approved budget for this award, because DOE/NNSA will pay the DOE/NNSA FFRDC contractor portion of the effort under an existing DOE/NNSA contract.

Recipient is not responsible for reporting on that portion of the total estimated cost that is paid directly to the DOE/NNSA FFRDC contractor.

The Recipient's cost share must come from non-Federal sources unless otherwise allowed by law. By accepting federal funds under this award, youthe Recipient agrees that you areit is liable for yourthe Recipient’s percentage share of allowable project costs, on a budget period basis, even if the project is terminated early or is not funded to its completion. This cost is shared as follows: to be completed at time of award

b. If youthe Recipient discovers that ityou may be unable to provide cost sharing of at least the amount identified in paragraph a. of this term Section (10), youthe Recipient should immediately provide written notification to the DOE Award Administrator indicating whether youthe Recipient will continue or phase out the project. If youthe Recipient plans to continue the project, the notification must describe how replacement cost sharing will be secured.

c. YouThe Recipient must maintain records of all project costs that ityou claims as being eligible for cost sharing, including in-kind costs, as well as records of costs to be paid by DOE/NNSA. Such records are subject to audit.

d. Failure to provide the cost sharing required by this term Section (10) may result in the subsequent recovery by DOE/NNSA of some or all the funds provided under the award.

(11) DIRECT PAYMENT BY DOE OF FEDERALLY FUNDED RESEARCH AND DEVELOPMENT CENTER (FFRDC)

CONTRACTOR COST

For the purposes of this term, Total Estimated Cost of Project includes DOE FFRDC contractor costs. The DOE FFRDC contractor cost is not included in the total approved budget for this award, because DOE will pay the DOE FFRDC contractor portion of the effort under an existing DOE contract. Recipient is not responsible for reporting on that portion of the total estimated cost that is paid directly to the DOE FFRDC contractor.

(12) REBUDGETING AND RECOVERY OF INDIRECT COSTS - REIMBURSABLE INDIRECT COSTS AND FRINGE

BENEFITS

If actual allowable indirect costs are less than those budgeted and funded under the award, youthe Recipient may use the difference to pay additional allowable direct costs during the project period. If at the completion of the award the Government's share of total allowable costs (i.e., direct and indirect), is less than the total costs reimbursed, youthe Recipient must refund the difference.

Recipients are expected to manage their indirect costs. DOE will not amend an award solely to provide additional funds for changes in indirect cost rates. DOE recognizes that the inability to obtain full reimbursement for indirect costs means the recipient must absorb the underrecovery. Such underrecovery may be allocated as part of the organization's required cost sharing.

(13) PRE-AWARD COSTS (DECEMBER 2014) – (if prior approval is received from the DOE Contracting Officer)

You areThe Recipient is entitled to reimbursement for costs incurred on or after [Month/Day/Year: to be completed at time of award] as authorized by the pre-award costs letter dated [Date of Approval Letter], if such costs are allowable in accordance with the applicable Federal cost principles referenced in 2 CFR § 200 as amended by 2 CFR § 910.

(14) USE OF PROGRAM INCOME - ADDITION

If youthe Recipient earns program income during the project period as a result of this award, youthe Recipient may add the program income to the funds committed to the award and use it to further eligible project objectives.

(15) STATEMENT OF FEDERAL STEWARDSHIP

DOE will exercise normal Federal stewardship in overseeing the project activities performed under this award.

Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to correct deficiencies that develop during the project, consistent with U.S. Nuclear Regulatory Commission (NRC) regulatory, licensing, and permitting requirements for commercial nuclear reactors, insofar as the reactor will be licensed by the NRC; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the award objectives have been accomplished.

(16) STATEMENT OF SUBSTANTIAL INVOLVEMENT PROVIDED AS ATTACHMENT

A Statement of Substantial Involvement applicable to this cooperative agreement is provided as Attachment [Number: to be completed at time of award] to this award.

(17) SITE VISITS

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. YouThe Recipient must provide, and must require your 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.

(18) REPORTING REQUIREMENTS (APRIL 2018)

Requirements. The reporting requirements for this award are identified on the Federal Assistance Reporting Checklist, DOE F 4600.2, attached to this award. Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the award. Noncompliance may result in withholding of future payments, suspension, or termination of the current award, and withholding of future awards. A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this and/or other financial assistance awards, may also result in a debarment action to preclude future awards by Federal agencies.

Dissemination of scientific/technical reporting products. Reporting project results in scientific and technical information (STI) publications/products to the DOE Office of Scientific and Technical Information (OSTI) ensures dissemination of research results to the public as well as preservation of the results. The DOE form F 4600.2, B.

Scientific/Technical Reporting, has instructions for the DOE Energy Link (E-Link) system managed by OSTI.

Scientific/technical reports and other STI products submitted under this award will be disseminated publicly on the Web via OSTI.GOV (https://www.osti.gov), unless the STI contains patentable material, protected data, or SBIR/STTR data, which must be indicated per instructions in DOE 4600.2.

Restrictions. STI products submitted to the DOE via E-link must not contain any Protected Personally Identifiable Information (PII), classified information, information subject to export control classification, or other information not subject to release.

(19) PUBLICATIONS

You areThe Recipient is encouraged to publish or otherwise make publicly available the results of the work conducted under the award. An acknowledgment of Federal support and a disclaimer must appear in the publication of any material, whether copyrighted or not, based on or developed under this project, as follows:

Acknowledgment: "This material is based upon work supported by the Department of Energy under Award Number(s) [Enter the award number(s)]."

Disclaimer: "This report was prepared as an account of work sponsored by an agency of the United States Government. Neither the United States Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or any agency thereof. The views and opinions of authors expressed herein do not necessarily state or reflect those of the United States Government or any agency thereof."

(20) FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS

YouThe Recipient must obtain any required permits and comply with applicable federal, state, and municipal laws, codes, and regulations for work performed under this award.

(21) INTELLECTUAL PROPERTY PROVISIONS

Special Intellectual Property Provisions will apply to Agreements awarded under this FOA. These include special data protection provisions and the issuance of a class patent waiver to enhance commercialization of technology developed under this program. Additionally, specific intellectual property provisions can be found in Appendix R, and will be amended as directed under any class patent waiver.

Special Protected Data Statutes. This program is covered by a special protected data statute. The provisions of the statute provide for the protection from public disclosure, for a period of up to five (5) years, technical data or commercial or financial data first produced in the performance of the award which if it had been obtained from and first produced by a non-federal party, would be a trade secret or commercial or financial information that is privileged or confidential under the meaning of 5 U.S.C. 552(b)(4), and which data is marked as being protected data by a party to the award. Generally, the provision entitled, Rights in Data − Programs Covered Under Special Protected Data Statutes, (2 CFR 910 Appendix A to Subpart D —Patent and Data Provisions), would apply, but may be modified to accommodate NE program requirements. Otherwise, the government has unlimited rights in technical data created under the DOE agreement. Delivery or third- party licensing of proprietary software or data developed solely at private expense will not normally be required except as specifically negotiated in an agreement or patent waiver to satisfy DOE’s needs or to ensure the commercialization of technology developed under the DOE agreement.

Class Patent Waiver: DOE is expecting to issue a class patent waiver for agreements awarded under this FOA, which will cover most large business recipients and lower-tier subrecipients under this FOA. The patent waiver will provide those recipients, not subject to the Bayh-Dole Act, the option to retain title to their own inventions, subject to the same government retained rights identified in the Act above. To qualify for the class waiver, a recipient must maintain the required cost-share under the program and agree to substantially manufacture technology created under this FOA in the U.S., or provide other economic benefits to the U.S.

Specifically, the recipient must agree to the following U.S. Competitiveness clause:

The Contractor agrees that any products embodying any waived invention or produced through the use of any waived invention will be manufactured substantially in the United States unless the Contractor can show to the satisfaction of the DOE that it is not commercially feasible to do so. In the event the DOE agrees to foreign manufacture, there will be a requirement that the Government's support of the technology be recognized in an appropriate, legally binding manner.

The Contractor agrees that it will not license, assign or otherwise transfer any waived invention to any entity unless that entity agrees to these same requirements. Should the Contractor or other such entity receiving rights in the invention(s): (1) undergo a change in ownership amounting to a controlling interest, or (2) sell, assign, or otherwise transfer title or exclusive rights in the invention (s), then the waiver, assignment, license, or other transfer of rights in the waived invention(s) is/are suspended until approved in writing by the DOE. Approval of any modification of this provision, shall require the concurrence of the Assistant Secretary for Nuclear Energy, the Acting Assistant Secretary, or the cognizant Principal Deputy Assistant Secretary.

If the recipient is unable to maintain the required cost-share or is unable to manufacture substantially in the U.S., the waiver may be terminated by DOE.

If DOE does not issue a class waiver or if applicants do not meet the criteria of the class waiver, applicants may request a waiver of all or any part of the rights of the United States in inventions conceived or first actually reduced to practice in performance of an agreement as a result of this FOA, in advance of or within 30 days after the effective date of the award. Even if such advance waiver is not requested or the request is denied, the recipient will have a continuing right under the award to request a waiver of the rights of the United States in identified inventions, i.e., individual inventions conceived or first actually reduced to practice in performance of the award. Any patent waiver that may be granted is subject to certain terms and conditions in 10 CFR 784.

Small Businesses and Nonprofits: Domestic small businesses and domestic nonprofit organizations will receive the patent rights clause at 37 CFR 401.14, i.e., the implementation of the Bayh-Dole Act. This clause permits domestic small business and domestic nonprofit organizations to retain title to subject inventions. Therefore, small businesses and nonprofit organizations do not need to request a waiver.

(22) CONTINUATION APPLICATION AND FUNDING - AWARDS UNDER 2 CFR Part§ 200 AS AMENDED BY 2 CFR Part§ 910

Continuation Application. A continuation application is a non-competitive application for an additional budget period within a previously approved project period. At least 90 days before the end of each budget period, youthe Recipient must submit yourits continuation application to the DOE Program Manager whose name is in block 15 of the Award Agreement and to the Agreements Officer/Administrator whose name is in block 25 and address is listed in block 16 of the Award Agreement

YourThe Recipient’s continuation application must include the following information:

A report on yourthe Recipient’s progress towards meeting the objectives of the project, including any significant findings, conclusions, or developments, and an estimate of any unobligated balances remaining at the end of the budget period. If the remaining unobligated balance is estimated to exceed 20 percent of the funds available for the budget period, explain why the excess funds have not been obligated and how they will be used in the next budget period.

A detailed budget and supporting justification for the upcoming budget period if additional funds are requested, a reduction of funds is anticipated, or a budget for the upcoming budget period was not approved at the time of award, or other annual bilateral budgetary pricing adjustments by the parties, if necessary, as the project progresses.

A description of yourthe Recipient’s plans for the conduct of the project during the upcoming budget period, if there are changes from the DOE approved application, including changes to the total project cost, if necessary.

Continuation Funding. Continuation funding is contingent on (1) availability of funds appropriated by Congress for the purpose of this program; (2) the availability of future-year budget authority; (3) substantial progress towards meeting the objectives of yourthe Recipient’s approved application; (4) submittal of required reports;

and (5) compliance with the terms and conditions of the award.

(23) NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS -- SENSE OF

CONGRESS

It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this award should be American-made.

(24) ENVIRONMENTAL, SAFETY AND HEALTH (ES&H) PERFORMANCE OF WORK AT DOE FACILITIES (applies if performance occurs on a DOE-owned or control site)

With respect to the performance of any portion of the work under this award which is performed at a DOE-owned or controlled site, the recipient agrees to comply with all State and Federal ES&H regulations and with all other ES&H requirements of the operator of such site.

Prior to the performance on any work at a DOE-Owned or controlled site, the recipient shall contact the site facility manager for information on DOE and site-specific ES&H requirements.

The recipient shall apply this term to its sub-recipients and contractors.

(25) FUNDING OF BUDGET PERIODS

DOE has obligated $[Total Amount of Funds Obligated: to be completed at time of award] for completion of the Project authorized by this agreement, however, only $[DOE Share of Budget Period Costs] is available for work performed by the Recipient during Budget Period [Number(s)] of the Project. For Budget Period [Number(s)], the remainder or $[DOE Share of Budget Period Costs] will be available contingent upon availability of funds appropriated by Congress for the purpose of this program; (2) the availability of future-year budget authority;

(3) substantial progress towards meeting the objectives of yourthe Recipient’s approved application; (4) submittal of required reports; (5) compliance with the terms and conditions of the award; (6).the submission by the Recipient of a continuation application; and (7) written approval of the continuation application by the DOE Contracting Officer.

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 funds.

(26) INSURANCE COVERAGE (DECEMBER 2014)(REVISED)

See 2 CFR 200.310 for insurance requirements for real property and equipment acquired or improved with Federal funds.

At a minimum, the Recipient shall provide insurance in the minimum amounts as set forth below. The required amount of insurance to be carried by the Recipient under this section may be changed upon the Government's written notice to the Recipient.

(a) Worker's Compensation and Employer's Liability.

The Recipient is required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when project operations are so commingled with a Recipient's commercial operations that it would not be practical to require this coverage. The Recipient and as applicable, its subrecipients and subcontractors, shall obtain employer's liability coverage of at least $100,000.

(b) General Liability.

The Recipient is encouraged to obtain bodily injury liability insurance coverage written on the comprehensive form of policy. Recommended levels of at least $500,000 per occurrence and property damage liability insurance coverage of at least $500,000 per occurrence are encouraged.

(c) Automobile Liability.

The Recipient is encouraged to obtain automobile liability insurance written on the comprehensive form of policy. It is recommended that the policy provide for bodily injury and property damage liability covering the operation of all automobiles, including Government furnished vehicles, used in connection with performing the cooperative agreement, at the following recommended amounts: obtain coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $50,000 per occurrence for property damage, including any property damage to Government furnished vehicles.

(27) REAL PROPERTY (DECEMBER 2014)

Subject to the conditions set forth in 2 CFR § § 200.311, title to real property acquired or improved under a Federal award will vest upon acquisition in the non-Federal entity.

The non-Federal entity cannot encumber this property and must follow the requirements of 2 CFR §

200.311 before disposing of the property.

Except as otherwise provided by Federal statutes or by the Federal awarding agency, real property will be used for the originally authorized purpose as long as needed for that purpose. When real property is no longer needed for the originally authorized purpose, the non-Federal entity must obtain disposition instructions from the Federal awarding agency or pass- through entity. The instructions must provide for one of the following alternatives: (a) retain title after compensating the Federal awarding agency as described in 2 CFR § 200.311(c)(1); (b) Sell the property and compensate the federal awarding agency as specified in CFR § 200.311(c)(2); or transfer title to the Federal awarding agency or to a third Party designated/approved by the Federal awarding agency as specified in CFR § 200.311(c)(3).

See 2 CFR §200.311 for additional requirements pertaining to real property acquired or improved under a Federal award. Also see 2 CFR § 910.360 for amended requirements for Real Property for For-Profit recipients.

(28) EQUIPMENT (DECEMBER 2014)

Subject to the conditions provided in 2 CFR 200.313, title to equipment (property) acquired under a Federal award will vest conditionally with the non-Federal entity.

The non-Federal entity cannot encumber this property and must follow the requirements of 2 CFR §

200.313 before disposing of the property.

States must use equipment acquired under a Federal award by the state in accordance with state laws and procedures.

Equipment must be used by the non-Federal entity in the program or project for which it was acquired as long as it is needed, whether or not the project or program continues to be supported by the Federal award. When no longer needed for the originally authorized purpose, the equipment may be used by programs supported by the Federal awarding agency in the priority order specified in 2 CFR § 200.313(c)(1)(i) and (ii).

Management requirements, including inventory and control systems, for equipment are provided in 2 CFR § 200.313(d).

When equipment acquired under a Federal award is no longer needed, the non-Federal entity must obtain disposition instructions from the Federal awarding agency or pass-through entity.

Disposition will be made as follows: (a) items of equipment with a current fair market value of $5,000 or less may be retained, sold, or otherwise disposed of with no further obligation to the Federal awarding agency; (b) Non-Federal entity may retain title or sell the equipment after compensating the Federal awarding agency as described in 2 CFR § 200.313(e)(2); or (c) transfer title to the Federal awarding agency or to an eligible third Party as specified in CFR § 200.313(e)(3).

See 2 CFR § 200.313 for additional requirements pertaining to equipment acquired under a Federal award. Also see 2 CFR § 200.439 Equipment and other capital expenditures.

See 2 CFR § 910.360 for amended requirements for Equipment for For-Profit recipients.

(29) USE OF REAL PROPERTY AND EQUIPMENT ACQUIRED UNDER THE AWARD

For real property and equipment acquired in the performance of this award, the real property and equipment can continue to be used for the originally authorized purpose as long as needed for that purpose (i.e., as part of the power generation facilities of an electric utility system or in any other manner for the purpose of demonstrating the suitability for commercial application of the advanced nuclear reactor. Accordingly, at the end of the award project period, DOE will proceed with its normal award close out procedures; however, the recipient shall maintain conditional title to the property and continue to use it for its originally authorized purpose. The awardeeThe Recipient cannot encumber this property, without prior written approval by Contracting Officer, and must follow the requirements set forth in 2 C.F.R. § 910.360 before disposing of the property.

It is anticipated that the recipient will continue to use the property for the originally authorized purpose as long as needed for that purpose, for the life of the plant/reactor (which could be of an extended duration). The awardeeThe Recipient is solely responsible for the operation, maintenance and any other costs and liabilities (including accidents) associated with the plant/reactor, including all end of reactor service life decommissioning costs, unless otherwise agreed to in writing by the Contracting Officer. The recipient may make additions, improvements, modifications, replacements, rearrangements, reinstallations, renovations or alterations to the property that materially increases its value or useful life (other than normal ordinary repairs and maintenance), but must make advanced written notification, at least 60 days prior, to the Contracting Officer (such that the Contracting Officer can ensure the property will continue to be used for its original purpose). If the change to the property prevents its continue use for the original purpose, the Government has the right to deny the change provided that denial is issued within the 60 day period.

but must obtain written concurrence from the Contracting Officer at least ninety calendar days in advance. The recipient must maintain records of any changes to the property, which shall be subject to DOE or NRC review, upon request.

Recipient will be allowed to continue to use all equipment and property acquired in connection with this award for the original purposes of the award after the award term has ended. Title to this equipment and property will be held by the recipient conditionally with the US Government maintaining a reversionary interest commensurate with the federal participation in the original project. Recipient shall provide a report at least once every five (5) years following the award term period of performance to describe the continued use and to certify that it is in accordance with current regulations, licensing and the original purpose(s) of the award. This report shall also include updated current Fair Market Value (FMV) of the aggregate equipment and property, hereafter referred to as the complex. (see next paragraph)

Within 90 days of initial award, recipient shall submit to the Contracting Officer (CO) a projected progressive FMV (in 2020 dollars) in 5 year increments lasting 75 years (or whatever the design time period for the operational life of the reactor is; e.g. value at construction completion, value at 5/10/15/20/25/…./75 years after construction) of the entire operational complex constructed for the award. The projected progressive FMV (in current year dollars) shall be updated and submitted to the CO within 90 days following completion of the complex construction. The projected FMV will serve as a basis for determining when the US Government will surrender all interest in the title of the complex acquired/constructed in connection with this award.

Values should be projections of expected sales price if complex were to be advertised widely and sold to an open and competitive market. Do not use depreciated or book value. When the FMV of the complex is less than $5,000, the US government will surrender/abandon claim to title for the complex acquired/constructed in connection with this award. FMV calculations should consider anticipated liabilities and costs associated with maintenance and end of life remediation.

Recipient will remain liable for all maintenance, remediation, and end of life disposition activities associated with the complex throughout its entire lifecycle.

If recipient desires to sell or transfer the complex to a different entity at any time prior to full title transfer, contact the CO for guidance.

During the time the property continues to be used, the recipient must report to DOE on the continued use of the property, as specified in the award’s Reporting Requirements Checklist and in accordance with 2 CFR §

200.329. Further, at the time recipient decides to no longer use the property for its originally authorized purpose, the recipient shall proceed with obtaining disposition instructions, as specified in the terms and conditions of this award.

In addition, should the recipient, during reactor operation, sell or have a change of control, the parties will follow 2 CFR § 910.368 and §910.370, as applicable.

(30) SUPPLIES (DECEMBER 2014)

See 2 CFR § 200.314 for requirements pertaining to supplies acquired under a Federal award. See also §

200.453 Materials and supplies costs, including costs of computing devices.

(31) INTANGIBLE PROPERTY (DECEMBER 2014)

Title to intangible property (as defined in 2 CFR § 200.59) acquired under a Federal award vests upon acquisition in the non-Federal entity. Intangible property includes trademarks, copyrights, patents and patent applications.

See 2 CFR § 200.315 for additional requirements pertaining to intangible property acquired under a Federal award. Also see 2 CFR § 910.362 for amended requirements for Intellectual Property for For-Profit recipients.

(32) PROPERTY TRUST RELATIONSHIP (DECEMBER 2014)

Real property, equipment, and intangible property, that are acquired or improved with a Federal award must be held in trust by the non-Federal entity as trustee for the beneficiaries of the project or program under which the property was acquired or improved.

See 2 CFR § 200.316 for additional requirements pertaining to real property, equipment, and intangible property acquired or improved under a Federal award.

(33) INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP

The Recipient shall immediately notify the DOE of the occurrence of any of the following events: (i) filing by Recipient or its parent entity(ies) of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (ii) consent to the institution of an involuntary case under the Bankruptcy Act against the Recipient or its parent entity(ies) ; (iii) the filing of any similar proceeding for or against the Recipient or its parent entity(ies) , or its or their consent to, the dissolution, winding-up or readjustment of debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over the Recipient or its or parent entity(ies) , under any other applicable state or federal law; or (iv) insolvency of recipient(s) or its parent entity(ies) due to the inability to pay debts generally as they become due.

You Prime The Recipient(s) shall immediately notify the DOE of the occurrence of any of the following events: (i) you or your parent's filing by Rrecipient(s) or its or their parent entity(ies) of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (ii) your consent to the institution of an involuntary case under the Bankruptcy Act against the Rrecipient(s) or its or their parent entity(ies) you or your parent; (iii) the filing of any similar proceeding for or against the Rrecipient(s) or its or their parent entity(ies) you or your parent, or its or their consent to, the dissolution, winding-up or readjustment of your debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over the Rrecipient(s) or its or their parent entity(ies) you, under any other applicable state or federal law; or (iv) your insolvency of recipient(s) or its or their parent entity(ies) due to your the inability to pay your debts generally as they become due.

Such notification shall be in writing and shall: (i) specifically set out the details of the occurrence of an event referenced in the above paragraph; (ii) provide the facts surrounding that event; and (iii) provide the impact such event will have on the project being funded by this award.

Upon the occurrence of any of the four events described in the first paragraph of this Section (33), DOE reserves the right to conduct a review of itsitsyour award to the Recipientrecipient(s) to determine your compliance with the required elements of the award (including such items as cost share, progress towards technical project objectives, and submission of required reports). If the DOE review determines that there are significant deficiencies or concerns with the Recipientrecipient’s(s)’ your performance under the award, DOE reserves the right to impose additional requirements, as needed, including (i) change the award’s payment method; or (ii) institute payment controls.

Failure of the Recipient to comply with this term may be considered a material noncompliance of this financial assistance award by the Contracting Officer.

(34) NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS

National Environmental Policy Act (42 USC 4321, et seq.). The recipient is restricted from taking any action using Federal funds, which would have an adverse effect on the environment or limit the choice of reasonable alternatives prior to DOE providing either a NEPA clearance or a final NEPA decision regarding this project.

Prohibited actions include: [Activities that cannot be performed before the NEPA clearance or decision is completed].

This restriction does not preclude the recipient from: [activities that can be performed before the NEPA clearance or decision is completed].

If the recipient moves forward with activities that are not authorized for federal funding by the DOE Contracting Officer in advance of the final NEPA decision, the recipient is doing so at the risk of not receiving federal funding and such costs may not be recognized as allowable cost share.

Where this award includes construction activities, the recipient must submit an Environmental Evaluation Notification Form, addressing NEPA issues prior to DOE initiating the NEPA process. DOE’s decision whether and how to distribute federal funds under this award is subject to NEPA. NEPA requires Federal agencies to integrate environmental values into their decision-making processes by considering the potential environmental impacts of their proposed actions. For additional background on NEPA, please see DOE’s NEPA website, at http://nepa.energy.gov/.

While NEPA compliance is a Federal agency responsibility and the ultimate decisions remain with DOE, the recipient is required to assist in the timely and effective completion of the NEPA process in the manner most pertinent to the project. If DOE determines certain records must be prepared to complete the NEPA review process (e.g., biological evaluations or environmental assessments), the costs to prepare the necessary records may be included as part of the project costs. The recipient may be required to submit one or more environmental check lists.

DOE must comply with the National Environmental Policy Act (NEPA) prior to authorizing the use of Federal funds for certain activities under this award. Based on the information available, DOE may determine that an Environmental Assessment (EA) or an Environmental Impact Statement (EIS) is required. A final NEPA decision (e.g., a Finding of No Significant Impact [FONSI] for projects requiring an EA or a Record of Decision [ROD] for projects requiring an EIS) is required prior to DOE notifying the Recipient of approval to proceed with the expenditure of Federal funds for certain activities under this award. Prohibited actions include, but are not limited to: detailed design; purchase of long-lead time equipment; demolition or decontamination of existing buildings; and site preparation, clearing, ground breaking, excavation, and construction. However, DOE may provide cost-shared funding for activities necessary to perform site characterization, sampling, and monitoring to support the NEPA process; preparation of conceptual design data, analysis, and documentation (including project planning assistance); and training before a final NEPA decision is issued.

Questions about the permissibility of Federal cost sharing on activities prior to DOE’s issuance of a FONSI or ROD shall be directed to the Contracting Officer. At its discretion, DOE may issue an Interim Action Determination to document DOE’s decision regarding the permissibility of Federal cost-sharing on the activities that are within the scope of an on-going EA or EIS process. Approval to incur cost eligible for Federal cost sharing requires written approval from the Contracting Officer. After receiving Interim Action approval from the Contracting Officer, if the Recipient chooses to incur costs eligible for Federal cost sharing for the approved activities, the Recipient agrees to abide by the conditions, limitations, mitigation measures, http://nepa.energy.gov/ http://nepa.energy.gov/ monitoring requirements, and reporting responsibilities specified in the Interim Action Determination and to undertake these activities in accordance with necessary landowner approvals, required permits, and any additional approvals and mitigation requirements of other Federal, state and local governmental agencies with jurisdiction by law.

Prior to issuance of a final NEPA document (Final EA/EIS, FONSI, ROD, Mitigation Action Plan, etc.), DOE agrees to discuss with the Recipient any proposed conditions and requirements that may be imposed if DOE decides to proceed with its proposed action.