DOE Special Terms and Conditions Award No. DE-GD0000963.0002 with Massachusetts Department of Energy Resources

DOE Special Terms and Conditions Award No. DE-GD0000963.0002 with Massachusetts Department of Energy Resources

Special Terms and Conditions

Massachusetts Department of Energy Resources (“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

Administrative Terms

Prior Approvals 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.

Special Terms, “NEPA Determination” Applicable to all awards. See Environmental Review in the award attachments for specifics.

When applicable, approved activities or costs associated with subrecipients or contractors that are foreign entities are found in the Foreign Entity Participation as a Recipient, Subrecipient, or Contractor Term.

When applicable, approved travel outside the United States is found in the Foreign Travel Term.

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.

National Policy Terms

1. NEPA Determination In accordance with the National Environmental Policy Act Term (see Standard Terms and Conditions), the NEPA Compliance Officer has completed review of the Statement of Project Objectives (SOPO) approved by the Grants Officer and information within NEPA documents submitted by the Recipient and provided a determination. The NEPA determination and associated conditions to reduce the risk of environmental impacts are at the sole discretion of DOE and are specific to the project activities and locations as described in the SOPO approved by the Grants Officer and the DOE NEPA Determination. See Prior Approvals term for additional information.

(1): Authorization is limited to the project scope identified within the SOPO approved by the Grants Officer and the information provided by the recipient.

(2): Authorized, except where other award conditions apply, see prior approval term.

(3): Project phases or tasks not listed within this authorization are NOT authorized and the associated costs are unallowable until authorized.

Build America, Buy America Act (“BABA”) Waiver

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

DOE Terms

1. Indemnity As permitted by law, the Recipient shall flow down the following term:

[Recipient insert the subrecipient or contractor name] 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.

1. Liability The Recipient and its contractors and sub‐recipients agree not to seek to hold the U.S. Government liable, or to seek contribution from the U.S. Government, for any liabilities, including but not limited to environmental liabilities and third party liabilities resulting from the project, except to the extent that such liability results from the direct fault or negligence of the Government or to the extent such liability may be covered by applicable cost provisions and then, only to the extent of available funds obligated by the Government to the project.

1. Federal Stewardship 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:

1. Review Meetings 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:

1. The recipient’s technical progress compared to the technical objectives and Annual Project Reviews (Go/No Go) Summary Table stated in Attachment 1 to this award.

2. The recipient’s actual expenditures compared to the approved budget attached to this award.

3. Other subject matter specified by the DOE Technology Manager/Federal Project Manager.

1. Project Meetings 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.

1. 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. 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.

1. Go/No Go Decisions 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. As a result of a Go/No Go review, in its discretion, DOE may take one of the following actions:

· Authorize federal funding for the next annual Go/No Go decision point;

· Recommend redirection of work under the project;

· Place a hold on the federal funding for the project, pending further supporting data; and/or

· Discontinue providing federal funding for the project beyond the current budget period as the result of insufficient progress, change in strategic direction, or lack of available funding.

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.

1. DOE Access 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.

Research, Technology, and Economic Security Terms

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

1. Covered Individual:

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.

Current and Pending Support

i. All resources made available, or expected to be made available, to an individual in support of the individual’s RD&D efforts, regardless of:

a. Whether the funding source is foreign or domestic;

b. Whether the resource is made available through the entity applying for an award or directly to the individual; or

c. Whether the resource has monetary value; and

ii. Includes in-kind contributions requiring a commitment of time and directly supporting the individual’s RD&D efforts, such as the provision of office or laboratory space, equipment, supplies, employees, or students. This term has the same meaning as the term Other Support as applied to researchers in National Security Presidential Memorandum – 33 (NSPM-33): For researchers, Other Support includes all resources made available to a researcher in support of and/or related to all of their professional RD&D efforts, including resources provided directly to the individual or through the organization, and regardless of whether or not they have monetary value (e.g., even if the support received is only in-kind, such as office/laboratory space, equipment, supplies, or employees). This includes resource and/or financial support from all foreign and domestic entities, including but not limited to, gifts provided with terms or conditions, financial support for laboratory personnel, and participation of student and visiting researchers supported by other sources of funding.

Malign Foreign Talent Recruitment Program as defined in P.L. 117-167, Section 10638 (4)

i. Any program, position, or activity that includes compensation in the form of cash, in-kind compensation, including research funding, promised future compensation, complimentary foreign travel, things of non de minimis value, honorific titles, career advancement opportunities, or other types of remuneration or consideration directly provided by a foreign country at any level (national, provincial, or local) or their designee, or an entity based in, funded by, or affiliated with a foreign country, whether or not directly sponsored by the foreign country, to the targeted individual, whether directly or indirectly stated in the arrangement, contract, or other documentation at issue, in exchange for the individual—

a. Engaging in the unauthorized transfer of intellectual property, materials, data products, or other nonpublic information owned by a United States entity or developed with a federal research and development award to the government of a foreign country, or an entity based in, funded by, or affiliated with a foreign country regardless of whether that government or entity provided support for the development of the intellectual property, materials, or data products;

b. Being required to recruit trainees or researchers to enroll in such program, position, or activity;

c. Establishing a laboratory or company, accepting a faculty position, or undertaking any other employment or appointment in a foreign country or with an entity based in, funded by, or affiliated with a foreign country if such activities are in violation of the standard terms and conditions of a federal research and development award;

d. Being unable to terminate the foreign talent recruitment program contract or agreement except in extraordinary circumstances;

e. Through funding or effort related to the foreign talent recruitment program, being limited in the capacity to carry out a research and development award or required to engage in work that would result in substantial overlap or duplication with a federal research and development award;

f. Being required to apply for and successfully receive funding from the sponsoring foreign government's funding agencies with the sponsoring foreign organization as the recipient;

g. Being required to omit acknowledgment of the recipient institution with which the individual is affiliated, or the federal research agency sponsoring the research and development award, contrary to the institutional policies or standard terms and conditions of the federal research and development award;

h. Being required to not disclose to the federal research agency or employing institution the participation of such individual in such program, position, or activity; or

i. Having a conflict of interest or conflict of commitment contrary to the standard terms and conditions of the federal research and development award; and

ii. A program that is sponsored by—

a. A foreign country of concern or an entity based in a foreign country of concern, whether or not directly sponsored by the foreign country of concern.

b. An academic institution on the list developed under section 1286(c)(8) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (10 U.S.C. 2358 note; Public Law 115–232); or

c. A foreign talent recruitment program on the list developed under section 1286(c)(9) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (10 U.S.C. 2358 note; Public Law 115–232).

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)—

a. Making scholarly presentations and publishing written materials regarding scientific information not otherwise controlled under current law;

b. Participation in international conferences or other international exchanges, research projects or programs that involve open and reciprocal exchange of scientific information, and which are aimed at advancing international scientific understanding and not otherwise controlled under current law;

c. Advising a foreign student enrolled at an institution of higher education or writing a recommendation for such a student, at such student's request; and

d. Other international activities determined appropriate by the federal research agency head or designee.

Current and Pending Support

1. Disclosure Requirements 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.

Required Information 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) Support[footnoteRef:2] 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. [2: This table supersedes in its entirety, Table 2a and Paragraph 7 of the Disclosure Requirements and Standardization Section of the NSPM-33 Implementation Guidance. ]

Please note the following:

· With the exception of “covered individual”, which is defined in IV.A. Research, Technology, and Economic Security Terms, Definitions, all other definitions of terms used in the CPS Common Form and Biosketch are available at: NSPM-33 Definitions.

· If there is any conflict between NSPM-33 Implementation Guidance Pre- and Post-award Disclosures Relating to the Biographical Sketch and Current and Pending (Other) Support and the DOE Award-Specific Common Form Instructions below, follow the DOE Award-Specific Common Form Instructions.

DOE Award-Specific Common Form Instructions

Part 1: CPS Common Form

For NOFOs and Awards that do not meet the criteria above, the PID field is optional.

· Consulting activities that are outside your full-time employment

· Any “moonlighting”

· Honoraria & Appointments

Disclosure is required for:

· “Travel supported/paid by an external entity to attend a conference or workshop” located in a foreign country of concern (FCOC), and/or

· “Travel supported/paid by an external entity to attend a conference or workshop” when the supporting/paying external entity is located in an FCOC.

Disclosure is not required for:

· “Travel supported/paid by an external entity to attend a conference or workshop” that is not located in an FCOC; and/or

· “Travel supported/paid by an external entity to attend a conference or workshop” when the supporting/paying external entity is not located in an FCOC.

Part 2: Biosketch

Financial Terms

1. Cost Sharing Cost Sharing Obligations

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. DOE authorized the recipient to provide cost share on a budget period basis for the duration of the period of performance. 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.” At a minimum, Recipient’s should meet the required cost share percentage by each go/no go decision point specified in the Project Management Plan.

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:

· Costs that do not meet the criteria set forth in 2 CFR 200.403;

· For non-profit entities, institutions of higher education, and state and local governments and Indian tribes: unallowable costs identified in 2 CFR 200 Subpart E-Cost Principles;

· For for-profit entities: unallowable costs identified in 2 CFR 910.352 and 48 CFR 31;

· Facility Decontamination and/or Decommissioning (D&D) costs;

· Costs deemed unallowable under specific conditions, see 2 CFR 200.208;

· Costs for project activities that have not yet been authorized by prior written approval from the Grants Officer (prior approval); and,

· Other unallowable items specified in the NOFO under which the project was selected, if any.

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

· Unallowable cost share sources identified within 2 CFR 910.130(d)(3);

· Funds that do not meet the criteria set forth in 2 CFR 200.306(b);

· Funds derived from the DOE loan program;

· Funds from an entity designated as a contractor per 2 CFR 200.331;

· De minimis indirect rate charges authorized under 2 CFR 200.414(f) per 2 CFR 200.306(b)(1);

· Fee or profit, including foregone fee or profit per 2 CFR 200.400(g);

· Existing data as an in-kind contribution (e.g., data owned by an entity, that is not routinely sold commercially but is instead donated to the project and assigned a value);

· Proceeds from prospective rebates, credits, or discounts in addition to deferred or avoided costs; and

· Other items specified in the NOFO under which the project was selected, if any.

Payment Procedures - Reimbursement

1. Payments 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.

2. Supporting Documents for Agency Approval of Payments 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. At a minimum, Recipient’s should meet the required cost share percentage (specified in the Cost Sharing Term) by each go/no go decision point specified in the Project Management Plan.

The following additional items are required:

3. Uniform Commercial Code Filings 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:

(a) All progress payment reimbursement requests must include the vendor name, vendor location, project risks being mitigated by the progress payments, the progress payment schedule inclusive of any final hold-back amounts required prior to final payment, a copy of the vendor agreement outlining equipment purchase terms, and the source(s) and availability of cash for the purchase.

(b) Late or missed progress payments to the vendor that do not adhere to the payment schedule must be justified prior to DOE reimbursement and may result in a DOE determination that all Federal funds previously reimbursed toward the purchase of the equipment shall be promptly returned to DOE or credited back to the award.

(c) If progress payments are made toward an equipment purchase that is terminated or not fully executed, all prior reimbursements for previously incurred progress payments shall be promptly returned to DOE or credited back to the award.

(d) Final progress payments may only be reimbursed after the Recipient secures title and complies with the UCC filing instructions contained 2 CFR 910.360, the Federal Assistance Reporting Checklist, and all applicable laws and regulations.

Indirect Costs

1. Indirect Cost Allocation:

The recipient has a current and approved Predetermined or Fixed Negotiated Indirect Cost Rate Agreement (NICRA) and it applies uniformly across all federal awards through the recipient’s fiscal year end 2028. An updated rate proposal or NICRA is required within 180 days prior to the identified expiration if the recipient is to continue to bill predetermined indirect cost billing rates on the DOE award.

Fringe Cost Allocation:

Fringe benefit costs have been allocated to this award under a segregated fringe billing rate. The fringe costs were found to be reasonable, allocable, and allowable as reflected in the budget. Fringe elements apply to both direct and indirect labor. Under a segregated cost pool, the fringe billing rate shall be treated as an indirect cost expenditure and must be reconciled annually.

Indirect Cost Stipulations:

1. Modification to Indirect Cost Billing Rates 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.

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

Award Closeout 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.

Equipment & Real Property Terms

1. FY23 Section 309 Authority – Unconditional Title Vesting Pursuant to the FY23 Consolidated Appropriations Act (Pub. L. No. 117-328), Division D, Title III, Section 309 (“Section 309 authority”), the Secretary of Energy, or the Secretary’s designee may, at their discretion, vest unconditional title or other property interests acquired under this project in the award recipient, subrecipient, or successor in interest, regardless of the fair market value of the property, at the conclusion of the award period. Under this award, if requested by the recipient, DOE will not unreasonably withhold exercising Section 309 authority to vest unconditional title or other property interests acquired under this project in equipment and real property in the recipient at the conclusion of the award period, provided that the recipient satisfies the following conditions. recipient agrees to:

1. comply with award terms and conditions, including all applicable DOE program requirements, including any amendments;

2. use the equipment or real property during the award period for its originally authorized project purpose;

3. complete all tasks, objectives, and milestones included in Attachment 1, Statement of Project Objectives;

4. certify that it will not sell or transfer the equipment or real property to a Foreign Country of Risk or State Sponsor of Terrorism, or to an entity owned, controlled by, incorporated in, or located in those countries, after the conclusion of the award period; and

5. ensure installed grid assets were installed appropriately, contributing to safe and reliable delivery of electric service as appropriate, and are maintained appropriately to ensure their anticipated service lives.

Recipient 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, and budget periods. DOE will require a final presentation and/or written narrative by recipient immediately prior to the conclusion of the award period for the recipient to demonstrate to DOE’s satisfaction that it has satisfied the above conditions, prior to DOE effecting any final transfer of title under Section 309. After any disposition of DOE’s reversionary interest, a continuing agreement between recipient and DOE may nonetheless remain in place to fulfill other award requirements or to properly effectuate the exercise of Section 309 authority (if not otherwise incorporated into the award), regardless of the success of the project or ongoing performance under this award.

1. Indenture Encumbrance – Real Property and Equipment Where an applicable preexisting mortgage indenture treats the Federal property interest under this award as an “excepted encumbrance” or similar type of interest, recipient must request prior approval from the DOE Grants Officer for the indenture encumbrance. Where an applicable preexisting mortgage indenture treats the Federal property interest under this award not as an “excepted encumbrance” or similar type of interest but as a type of interest/encumbrance which requires agreement among parties regarding position of the interests/encumbrances (e.g., a “permitted lien”), recipient must request prior approval from the DOE CO for the indenture encumbrance and an additional agreement may be necessary to establish the positions of the Federal property interest and indenture interest, most likely in a pari passu manner. The DOE Grants Officer approval must be obtained prior to acquisition of the equipment under this award.

1. Continued Use of Real Property and Equipment 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:

· Authorized purpose for continued use of the property.

· Proposed use period (e.g., perpetuity, until fully depreciated, or a calendar date where the recipient expects to submit disposition instructions).

· A list of the property to be used.

· Current fair market value of the property.

· Estimated Useful Life or depreciation schedule for equipment.

· Acknowledgement that the recipient will continue to comply with 2 CFR 200.311, 2 CFR 200.313, and 2 CFR 200.316, and 2 CFR 910.360 and report on the status of the equipment at least annually.

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…