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Item O33 CM ounty of onroe BOARD OF COUNTY COMMISSIONERS Mayor Heather Carruthers, District 3 Mayor Pro Tem George Neugent, District 2 TheFloridaKeys Danny L. Kolhage, District 1 David Rice, District 4 Sylvia J. Murphy, District 5 County Commission Meeting September 21, 2016 Agenda Item Number: O.3 Agenda Item Summary #2007 BULK ITEM: DEPARTMENT: Yes Sustainability TIME APPROXIMATE:STAFF CONTACT: Rhonda Haag (305) 453-8774 Not Applicable AGENDA ITEM WORDING: Approval to enter into a University of Florida Seagrant Grant Agreement #PD-16-15 for a $29,977.55 Sub Grant, awarded by NOAA Subcontract UFDSP00011337 to DEP, and subawarded by DEP to the University of Florida Sea Grant College Program, for a vulnerability assessment of the Bayshore Manor Assisted Living facility, to develop a method to quantify potential losses exacerbated by sea level rise. A cash match of $14,988.78 is required on behalf of Monroe County and is budgeted. ITEM BACKGROUND: The University of Florida Sea Grant College Program partnered with act as a subcontractor to manage a NOAA prime grant award for Resilient Infrastructure Assessment work. Monroe County applied for the grant to conduct a vulnerability assessment of the Bayshore Manor Assisted Living Facility, as a means of developing a method to quantify potential losses exacerbated by sea level rise. The grant application was submitted by the Sustainability Department on October 30, 2015 in the amount of $29,977.55, of which $14,988.77 was for the grant award and $14,988.78 was offered as a match from Monroe County. The County received notice of full award from UF Sea Grant. To implement the grant work, Parsons Brinkerhoff, Inc. was proposed as the consultant in the grant application to provide the services, as they have the necessary background to perform the effort in a timely and effectual manner as required under the grant. Erin Deady was proposed as a sub consultant of Parsons. additional work of $10,002.45 was added to the $29,997.55 to provide additional project management, coordination, outreach, and sea level rise policy analysis work in anticipation the grant work may have implications for other County facilities. PREVIOUS RELEVANT BOCC ACTION: None CONTRACT/AGREEMENT CHANGES: New Grant Agreement 4EGOIX4K 3 STAFF RECOMMENDATION: Approval DOCUMENTATION: Bayshore Manor Grant Contract and attachments 1-5_UFDSP00011337_PD-16-15 FINANCIAL IMPACT: Effective Date: July 1, 2016 Expiration Date: June 30, 2017 Total Dollar Value of Contract: $29,997.55 Total Cost to County: Minimum of $14,988.78 Current Year Portion: Minimum of $14,988.78 Budgeted: Yes Source of Funds: Sustainability CPI: No Indirect Costs: No. Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Yes If yes, amount:$14,988.77 Grant: County Match : $14,988.78 Insurance Required: No Additional Details: The contract to perform the services under this grant is also on the September 2016 BOCC agenda. It is a contract with Parsons Brinkerhoff for $40,000, which includes not only the minimum work provided under the UF grant, but additional outreach, policy development and coordination work. REVIEWED BY: Rhonda Haag Completed 08/23/2016 2:43 PM Pedro Mercado Completed 08/31/2016 4:48 PM Budget and Finance Completed 08/31/2016 4:51 PM Maria Slavik Completed 09/01/2016 7:15 AM Kathy Peters Completed 09/02/2016 3:40 PM Board of County Commissioners Pending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-RHMVIGX'SWXSJ! -(' 18('-(' %2=-('8,%8(3)7238*-88,)%&3:)*36190%;-002))(83&))<40%-2)( 18('2):)6-2'09()7'378*3678-4)2(7)59-41)283679&'3286%'87 -LIVIF]GIVXMJ]XLEXXSXLIFIWXSJQ]ORS[PIHKIERHFIPMIJXLEXXLIEFSZII\TIRHMXYVIWVITSVXIHSR XLMWEGGSYRXEVIGSQTPIXIEGGYVEXIERHMREGGSVHERGI[MXLETTVSTVMEXIKVERXTSPMG]ERH JIHIVEPGSWXEGGSYRXMRKWXERHEVHW7YTTSVXMRKHSGYQIRXWEVIEZEMPEFPIJSVEYHMX 7MKRIH 8MXPI -RWXMXYXMSR 4EGOIX4K 4LSRI 3E %88%',)1)28 FORM CD-450 (REV 01/09) GRANTCOOPERATIVE AGREEMENT U. S. DEPARTMENT OF COMMERCE AWARD NUMBER NA14OAR4170108 FINANCIAL ASSISTANCE AWARD RECIPIENT NAME UNIVERSITY OF FLORIDA STREET ADDRESSFEDERAL SHARE OF COST 207 Grinter Hall $2,153,000.00 CITY, STATE, ZIP CODERECIPIENT SHARE OF COST Gainesville FL 32611-5500 $1,097,910.00 AWARD PERIODTOTAL ESTIMATED COST 02/01/2014-01/31/2018 $3,250,910.00 AUTHORITY 33 U.S.C. 1121 et seq., as amended CFDA NO. AND PROJECT TITLE 11.417 2014 Sea Grant Omnibus Proposal This award offer approved by the Grants Officer constitutes an obligation of Federal funding. By accepting this award offer, the Recipient agrees to comply with the award Terms and Conditions checked below. If this was a paper issued award offer, please send two signed documents to the Grants Officer and retain one set of signed award documents for your files. If this award offer is not accepted without modification within 30 days of receipt, the Grants Officer may unilaterally withdraw this award offer and de-obligate the funds. Department of Commerce Financial Assistance Standard Terms and Conditions Government Wide Research Terms and Conditions Bureau Specific Administrative Standard Award Conditions Award Specific Special Award Conditions Line Item Budget 15 CFR Part 14, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, Other Non-Profit, and Commercial Organizations 15 CFR Part 24, Uniform Administrative Requirements for Grants and Agreements to States and Local Governments OMB Circular A-21, Cost Principles for Educational Institutions OMB Circular A-87, Cost Principles for State, Local, and Indian Tribal Governments OMB Circular A-122, Cost Principles for Non-Profit Organizations 48 CFR Part 31, Contract Cost Principles and Procedures OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations Department of Commerce Pre-Award Notification Requirements for Grants and Cooperative Agreements REF: 77 FR 74634 (December 17, 2012) Other(s) SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICERTITLEDATE Lamar RevisGrants Officer02/27/2014 TYPE NAME AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIALTITLEDATE Mr. Brian Prindle03/07/2014 4EGOIX4K 3E Special Award Conditions Award Number:NA14OAR4170108 Amendment Number:0 1) Post Award NEPA Review Process Any projects selected under the future projects selection process must be reviewed for NEPA compliance by NOAA prior to funding them. 2) Future Competed Research in 2016-2017 Project will include future support of individual projects. Initiation of any selected project will not begin until FPO has certified that that project was competed and selected according to the rules of the selection process. This project contains future competed research in FY16-17 totaling up to $1,456,320. 3) Sea Grant Project Extension Special Award Condition Authority is delegated to the Recipient to extend any projects or subawards incorporated in this Sea Grant Omnibus award up to, but not beyond, the approved grant project period without prior approval by the NOAA Grants Officer. NOAA's Sea Grant Program must be notified in writing of any such task extensions in the annual performance reports. 4) Performance Progress Reports The first Project Progress Report will cover a period of nine months from the start date of award. Following reports are due annually. All interim Project Progress Reports are due within 30 days of the reporting period end date. A comprehensive final Project Progress Report will be due no later than 90 days after the award expiration and will include the last interim reporting period. 5) Data Sharing Environmental data and information, collected and/or created under this grant/cooperative agreement will be made visible, accessible and independently understandable to users, free of charge or at minimal cost, in a timely manner (typically no later than two (2) years after the data are collected or created), except where limited by law, regulation, policy or by security requirements. 1. The Data/Information Sharing Plan (and any subsequent revisions or updates) will be made publicly available at time of award and, thereafter, will be posted with the published data. 2. Environmental data and information produced under this award and which are made public must be accompanied by the following statement: These environmental data and related items of information have not been formally disseminated by NOAA and do not represent and should not be construed to represent any agency determination, view, or policy. 3. NOAA may at its own discretion, use information from the Data/Information Sharing Plan to produce a formal metadata record and include that metadata in a catalogue to indicate the pending availability of new data. 4. Failing to share environmental data and information in accordance with the submitted Data/Information Sharing Plan 4EGOIX4K 4EKISJ 3E may lead to disallowed costs and be considered by NOAA when making future award decisions. 6) Cooperative Agreement The Cooperative Agreement (CA) is between the National Oceanic and Atmospheric Administration's (NOAA) National Sea Grant Office (NSGO) and the recipient. The anticipated substantial involvement anticipated between the Federal Agency and the recipient during performance of the activity is: the recipient proposal includes activities described as "future competed projects" that can make up a significant fraction of the total cost of the grant. These activities may not be conducted or funded until NOAA has approved these projects and completed NEPA analyses on them. 7) Matching Requirement Since this award requires the Recipient to provide $1,097,910 in project-related costs from non-federal sources, the Recipient must maintain in its official accounting records an accounting of $3,250,910. 8) Multi-Year Special Award Condition (MULTI-YEAR) The award period and budget(s) incorporated into this award cover a four-year period for a total amount of $8,612,000 in Federal funds. However, Federal funding available at this time is limited to $2,153,000 for this funding period. Receipt of any prospective funding is contingent upon the availability of funds from Congress, satisfactory performance, continued relevance to program objectives, and will be at the sole discretion of the Department of Commerce. The Department of Commerce is not liable for any obligations, expenditures, or commitments which involve any amount in excess of the Federal amount presently available. The Recipient will be responsible for any and all termination costs it may incur should prospective funding not become available. No legal liability will exist or result on the part of the Federal Government for payment of any portion of the remaining funds which have not been made available under the award. Notifications affecting funding or notice of non-availability of additional funding for prospective years will be made only by the Grants Officer. The amendment to obligate prospective funding available shall be made on Form CD-451, "Amendment to Financial Assistance Award," if at all possible prior to the expiration of each year's activities. The funding period for this award is 2/1/2014 through 1/31/2015 and may be extended through 1/31/2018. 9) New Award SAC This award number NA14OAR4170108, to University of Florida, supports the work described in the Recipient's proposal entitled 2014 Sea Grant Omnibus Proposal dated 10/25/2013, which is incorporated into the award by reference. Where the terms of the award and proposal differ, the terms of the award shall prevail. 4EGOIX4K 4EKISJ 3E Attachment B NOAA Administrative Standard Award Conditions On September 14, 2010 the Office of Management And Budget issued interim final guidance to agencies to establish requirements for Federal financial assistance applicants, recipients, and subrecipients that are necessary for the implementation of the Federal Funding Accountability and Transparency Act of 2006, hereafter referred to as ``the Transparency Act'' or ``the Act''. This interim final guidance provided standard wording for an award term that each agency must include in grant and cooperative agreement awards it makes on or after October 1, 2010, to require recipients to report information about first-tier subawards and executive compensation under only those awards. This implementation of the requirement for reporting of subawards and executive compensation under Federal assistance awards parallels the implementation for subcontracts and executive compensation under Federal procurement contracts, which is in the Federal Acquisition Regulation. This is a new requirement and the language is located in section D of these Administrative Standard Award Conditions. As you may know, d Grants Online. Grants Online is a premier Federal solution for full life-cycle grants management processing. Grants Online allows recipients to: Accept awards electronically, manage user roles for individuals within their organization, submit post-award action requests, financial reports, and performance/progress reports. Grants Online operates in a web environment, and can be accessed anywhere at any time, provided that you have Internet access. You will be required to use an Internet Internet Explorer PC users browser to log in and to use Grants Online. is the preferred browser for ; FireFox MAC users is the preferred browser for . No software is required for installation. Logins and passwords are required. If you do not have a password, you can contact the Grants Online Help Desk for assistance in obtaining your login credentials. For more information, e-mail GrantsOnline.HelpDesk@noaa.gov or call the Help Desk at 301-444- 2112 or toll free at 1-877-662-2478 between the hours of 8:00 a.m. and 6:00 p.m. Eastern Time Monday through Friday excluding Federal holidays. A. Award Payments ASAP Enrollment Your award payments will be made through electronic funds transfers using the U.S. Department of enroll in ASAP system by first submitting an Organization Profile Change Request via Grants Online, which will include the following requirements: 1.EIN# 2.DUNS# 3.Name of Organization 4.Type of Organization (i.e. Non-profit, For Profit, State etc.) 5.Address 6.Point of Contact 7.Title 8.Point of Contact's Email Address 9.Phone Number ϭ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions Please refer to the NOAA website at: http://www.corporateservices.noaa.gov/grantsonline/Process%20Maps/Award_and_Post_Award_OverviewOnly.pdf for additional information. B. Financial Reports Federal Financial Reports (SF-rants Online system. Grants Online will notify your organization via email when your reports are available for completion and ile. To complete a report, login to NOAA Grants Online at https://www.GrantsOnline.noaa.gov, search for the award and navigate to the Grants File overview page. Find the report near the bottom of the page and click on the link to the report to complete the report. For multiple awards that require Federal Financial Reports (SF-425) covering the same period, you may create and submit a multi- award SF- the Recipient Quick Reference Guide available at http://rdc.noaa.gov/~GrantsOnline/Training. This site also has additional detailed recipient assistance material. If you are having problems with accessing Grants Online, please contact the Grants Online Help Desk at 1-877-662-2478 or GrantsOnline.HelpDesk@noaa.gov. 1.Federal Financial Report (SF-425) - (final report only) a. A final comprehensive Federal Financial Report must be submitted, within 90 days after award expiration. The report shall cover the entire project period from the start date through the end date of the original award, or approved extended end date of the award, and must include the cumulative total of indirect costs charged to the award. 2.Federal Financial Report (SF-425) - Due semi-annually; reported unde line of the report. (This report replaces the SF 272, Cash Transaction Report) a. The SF-425 shall be submitted on a semi-annual basis. If the recipient is reporting on more than one NOAA grant and/or agreement, then the SF-425 attachment must be used. b. Interim semi-annual Federal Financial Reports (SF-425) are due no later than 30 days after the semi-annual reporting periods ending March 31 and September 30 for the entire project period of the award. c. A final Federal Financial Report (SF 425) is due within 90 days after award expiration. The report shall cover the last semi-annual reporting period ending on September 30 or March 31, or a portion thereof, based on the end date or approved extended end date of the award. d. The SF-425 is due for recipients using the Department of Treasury Automated Standard Application for Payments (ASAP) system for payment. If converting to Ϯ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions ASAP during the course of the Award, the SF-425 forms will be due as described above starting with the ASAP conversion date . 3. Request for Advance or Reimbursement (SF-270) a. The SF-270 shall NOT be submitted by recipients using the Department of Treasury ASAP system unless specifically directed by a Special Award Condition. b.The SF-270 shall be submitted using the NOAA Grants Online system, as reimbursements are necessary for the financial management of the award. c. Semi-annual and final Federal Financial Reports (SF-425) are not required if the SF-270 is used. C. Performance/Progress Reports Online System will notify your organization through email, when your reports are available for completion and submission through NOAA Grants Online. Recipients are responsible for ensuring all personnel listed on an award have a current email address. The status of reports can be seen under Associated Documents under the Grant File. To complete your report, login to NOAA Grants Online at https://www.GrantsOnline.noaa.gov, search for the award and navigate to the Grants File overview page. Then find the report near the bottom of the page and click on the link to the report to complete it. You must attach the report document for submission, or in the rare cases where there is very little to report, fill out the report in the report comments section. The Federal Program Officer is the authority on the acceptable form and content of Project Progress Reports. For additional assistance with Grants Online, please review the Recipient Quick Reference Guide available at http://rdc.noaa.gov/~GrantsOnline/Training. This site also has additional detailed Recipient assistance material. If you are having problems with your access to Grants Online, please contact the Grants Online Help Desk at 1-877-662-2478 or GrantsOnline.HelpDesk@noaa.gov. a.Frequency: Performance reports are due on a semi-annual basis, unless otherwise specified in an award condition, no later than 30 days following the end of each six (6) month period from the start date of the original award. The last semi-annual performance report is required. The final report, which summarizes activities conducted during the entire award must be submitted within 90 days following the end date of the project. D. Reporting Subawards and Executive Compensation. a.Reporting of first-tier subawards. (Applies only to grant/cooperative agreement awards issued with a new NOAA fiscal year 2011 award number) 1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery ϯ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term). 2. Where and when to report. i. You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) 3.What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify. b.Reporting Total Compensation of Recipient Executives. 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if-- i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received-- (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term: i.As part of your registration profile at http://www.ccr.gov. ii.By the end of the month following the month in which this award is made, and annually thereafter. ϰ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions c.Reporting of Total Compensation of Subrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if i. in the subrecipient's preceding fiscal year, the subrecipient received-- (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.). Where and when to report 2. . You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d.Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. Definitions. e. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 25: ϱ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for-profit organization; v. A Federal agency, but only as a subrecipient under an award or subaward to a non- Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward means: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. ---- .210 of the attachment to OMB Circular A-133, ``Audits of States, Local Governments, and Non-Profit Organizations''). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. ϲ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. E. Post Award Action Requests for Non-Construction Awards All Post Award Action requests must be completed in Grants Online. NOAA Grants Online provides the ability for Recipients to submit the different Award Action Requests. Each request is described below with specific guidance. General Guidance and NOAA Business Rules NOAA requires all Award Act Recipient Authorized Representative(s) for submission to NOAA. An Award End Date may ONLY be extended through: A funded amendment through an application (SF-424) R A No-Cost Extension - Prior Approval Waived (Research Terms and Conditions) R A No-Cost Extension - Prior Approval Required R The Extension to Closeout is the only Award Action Request that may be initiated after the Award End Date. An Extension to Closeout may only be requested within the 90-day closeout period R (90 days after the award end date). The closeout period can be extended only once for a maximum of 60 days. . A No-Cost Extension - Prior Approval Waived (Research Terms and Conditions) must be submitted to NOAA 10 or more days prior to the award end date. Grants Online automatically enforces this business rule. R A No-Cost Extension - Prior Approval Required is required to be submitted to NOAA 30 or more days prior to the award end date. Recipients that are allowed Prior Approval Waived (Research Terms and R Conditions) must exercise this no-cost extension, before requesting a no-cost extension Prior Approval Required. . Grants Online does not enforce this business rule. Enforcement is at the discretion R of the Grants Officer. The "Other" Award Action Request may or may not produce an amendment. Use this Award Action Request if you have a request that does not fit under any other category. Please work ϳ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions with your Federal Program Officer to determine if you should submit the "Other" Award Action Request. An email request from the recipient to the Federal Program Officer, and the approval of the content of that email by the Program Officer, who in turn, submits it to the Grants Officer is sufficient. The approval of the request ultimately lies with the Grants Officer. This email request and attendant correspondence is always attached to the Grants File as evidence of the transaction. Grants Online Processing Guidance for list of Award Action Requests (Award Action Requests are listed on the following pages) From the Grants Online Recipient Quick Reference Guide : 1.Click the "Award" tab. 2.Click the "Search" or the "Search Award" link. The "Search Award" page is displayed. 3.Click the "Search" button on the "Search Award" page. When your search results populate, click the award number for which you are submitting your AAR. 4.On the "Grants File" launch page, select the "Create Award Action Request" action from the action dropdown menu then click the "Submit" button. 5.The "Award Action Request Index" page is displayed with the available AARs. Click the link to the AAR that you wish to submit. The requested page will be displayed for you to complete. Enter the required fields and click the "Save" button. 6.The AAR page is re-displayed with the attachment link and other fields. You can upload documents. After completing the required information, click the "Save and Return to Main" button. Another message will display where you can confirm your request and start workflow, click the "Yes" button. 7.A review task is sent to your "Task" inbox for this request. Follow the steps listed under the Processing a Task in this document. The review task will go first to the creator of the document and then to the Recipient Authorized Representative(s) in the organization. If you have the role of "Recipient Authorized Representative" you will have to submit the request to NOAA, thus you will have processed two tasks. List of Award Action Requests Listed below is each kind No Cost Extension - Prior Apporval Waived of Award Action Request in the same relative location as it (Research Terms and Conditions) is found on the Award Action Request selection page in Grants Online. Those marked with an asterisk always require an amendment. The others generally do not, but might if any Special Award Conditions are associated with the request approval. * No Cost Extension Prior Approval Required Extension to Close Out Reprogram or Rebudget * Change in Scope Equipment Purchase * Transfer of Award Foreign Travel Change in Principal Investigator Sole Source Contract Organization Profile Change Request Other Change in Key Person Specified in the Application Absence of more than 3 months or 25% by project director or PI Satisfied Special Award Conditions Inclusion of cost that require prior approval based ϴ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E Attachment B NOAA Administrative Standard Award Conditions on cost principles Transfer of funds allotted for training to other categories of * Sub award, transfer or contracting out of any expenses work under the award if not described in the approved application Pre-Award Cost *Termination for Convenience ASAP Drawdown Request for Broadband Technology Opportunities Program (BTOP) Only ϵ :ƵŶĞϮϬϭϮ 4EGOIX4K 3E DEPARTMENT OF COMMERCE FINANCIAL ASSISTANCE STANDARD TERMS AND CONDITIONS December 26, 2014 4EGOIX4K 3E PREFACE.......................................................................................................................................4 A.PROGRAMMATIC REQUIREMENTS................................................................................5 .01Performance (Technical) Reports....................................................................................5 .02Reporting on Real Property.............................................................................................5 .03Unsatisfactory Performance.............................................................................................5 .04Programmatic Changes....................................................................................................6 .05Other Federal Awards with Similar Programmatic Activities.........................................6 .06Non-Compliance with Award Provisions........................................................................6 .07Prohibition against Assignment by the Non-Federal Entity............................................6 .08Disclaimer Provisions......................................................................................................6 B.FINANCIAL REQUIREMENTS............................................................................................7 .01Financial Management.....................................................................................................7 .02Financial Reports.............................................................................................................7 .03Award Payments..............................................................................................................8 .04Federal and Non-Federal Sharing....................................................................................9 .05Budget Changes and Transfer of Funds among Categories...........................................10 .06Indirect or Facilities and Administrative Costs.............................................................10 .07Incurring Costs or Obligating Federal Funds Before and After the Period of Performance...................................................................................................................13 .08Tax Refunds...................................................................................................................13 C.INTERNAL CONTROLS.....................................................................................................14 D.PROPERTY STANDARDS..................................................................................................14 .01Standards........................................................................................................................14 .02Real and Personal Property............................................................................................14 .03Intellectual Property Rights...........................................................................................15 E.PROCUREMENT STANDARDS........................................................................................18 F.AUDITS................................................................................................................................18 .01Organization-Wide, Program-Specific, and Project Audits...........................................18 1|December 26, 2014 4EGOIX4K 3E .02Audit Resolution Process...............................................................................................19 G.DEBTS..................................................................................................................................20 .01Payment of Debts Owed the Federal Government........................................................20 .02Late Payment Charges...................................................................................................21 .03Barring Delinquent Federal Debtors from Obtaining Federal Loans or Loan Insurance Guarantees......................................................................................................................21 .04Effect of Judgment Lien on Eligibility for Federal Grants, Loans, or Programs...........22 H.GOVERNMENTWIDE DEBARMENT AND SUSPENSION............................................22 I.LOBBYING RESTRICTIONS.............................................................................................22 .01Statutory Provisions.......................................................................................................22 .02Disclosure of Lobbying Activities.................................................................................22 J.CODES OF CONDUCT AND SUBAWARD, CONTRACT, AND SUBCONTRACT PROVISIONS.......................................................................................................................23 .01Conflicts of Interest and Codes of Conduct...................................................................23 .02Applicability of Award Provisions to Subrecipients.....................................................23 .03Competition and Codes of Conduct for Subawards.......................................................25 .04Applicability of Provisions to Subawards, Contracts, and Subcontracts.......................26 .05Pilot Program for Enhancement of Employee Whistleblower Protections....................27 .06Small Businesses, Minority Business Enterprises and Women’s Business Enterprises27 .07Subaward and/or Contract to a Federal Agency............................................................28 K. NATIONAL POLICY REQUIREMENTS..........................................................................28 .01Non-Discrimination Requirements................................................................................28 a.Statutory Provisions.......................................................................................................28 b.Other Provisions.............................................................................................................29 c.Title VII Exemption for Religious Organizations.........................................................30 .02Environmental Requirements.........................................................................................30 a.The National Environmental Policy Act (42 U.S.C. §§ 4321 et seq.)...........................30 b.The National Historic Preservation Act (16 U.S.C. §§ 470 et seq.)..............................31 c.Executive Order 11988 (“Floodplain Management”) and ExecutiveOrder 11990 (“Protection of Wetlands”)...................................................................................................31 d.Clean Air Act (42 U.S.C. §§ 7401 et seq.), Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.) (Clean Water Act), and Executive Order 11738 (“Providing for administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal contracts, grants or loans”)......................................................................31 2|December 26, 2014 4EGOIX4K 3E e.The Flood Disaster Protection Act (42 U.S.C. §§ 4002 et seq.)....................................31 f.The Endangered Species Act (16 U.S.C. §§ 1531 et seq.).............................................32 g.The Coastal Zone Management Act (16 U.S.C. §§ 1451 et seq.)..................................32 h.The Coastal Barriers Resources Act (16 U.S.C. §§ 3501 et seq.)..................................32 i.The Wild and Scenic Rivers Act (16 U.S.C. §§ 1271 et seq.).......................................32 j.The Safe Drinking Water Act of 1974, as amended, (42 U.S.C. §§300f et seq.).........32 k.The Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 etseq.).................32 l.The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA, commonly known as Superfund) (42 U.S.C. §§9601et seq.) and the Community Environmental Response Facilitation Act (42 U.S.C. §9601 note et seq.)......32 m.Executive Order 12898 (“Environmental Justice in Minority Populations and Low Income Populations”)............................................................................................................33 .03OTHER NATIONAL POLICY REQUIREMENTS.....................................................33 a.Criminal and Prohibited Activities................................................................................33 b.Drug-Free Workplace....................................................................................................33 c.Foreign Travel................................................................................................................33 d.Increasing Seat Belt Use in the United States................................................................34 e.Research Involving Human Subjects.............................................................................35 f.Federal Employee Expenses..........................................................................................35 g.Minority Serving Institutions Initiative.........................................................................36 h.Research Misconduct.....................................................................................................36 i.Publications, Videos, and Acknowledgment of Sponsorship........................................36 j.Care and Use of Live Vertebrate Animals.....................................................................37 k.Homeland Security Presidential Directive 12................................................................37 l.Compliance with Department of Commerce Bureau of Industry and Security Export Administration Regulations..................................................................................................38 m.The Trafficking Victims Protection Act of 2000 (22 U.S.C. §7104(g)), as amended, and the implementing regulations at 2C.F.R. Part 175........................................................39 n.The Federal Funding Accountability and Transparency Act of 2006 (Pub. L. No. 109- 282, 31 U.S.C. § 6101 note)..................................................................................................42 n.Federal Financial Assistance Planning During a Funding Hiatus or Government Shutdown..............................................................................................................................48 3|December 26, 2014 4EGOIX4K 3E PREFACE This document sets out the standard terms and conditions generally applicable to U.S.Department of Commerce (“DOC”or “Commerce”) financial assistance awards (hereinafter 1 referred to as the “DOC ST&Cs”or “Standard Terms”).A non-Federal entityreceiving a 0F DOCfinancial assistance award must, in addition to the assurances made as part of the application, comply and require each of its contractors and subcontractors employed in the completion of the project to comply with all applicable statutes, regulations, executive orders (E.O.s), Office of Management and Budget (OMB) circulars,provisions of the OMBUniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (codified at 2 C.F.R. Part 200) (OMB Uniform Guidance),provisions of these Standard Terms, 2 any other incorporated terms and conditions, and approved applications. 1F This award is subject to the laws and regulations of the United States. Any inconsistency or conflict in terms and conditions specified in the award will be resolved according to the following order of precedence: public laws, regulations, applicable notices published in the Federal Register,E.O.s, OMB circulars, DOC ST&Cs, agency standard award conditions (if any),and special award conditions. A special award condition may amend or take precedence over a Standard Termon a case-by-case basis, when allowed by the DOC ST&Cs. Some of the Standard Termsherein contain, by reference or substance, a summary of the pertinent statutes, regulations published in the Federal Registeror Code of Federal Regulations (C.F.R.), E.O.s, OMB circulars,or the certifications and assurances provided by applicants through Standard Forms (e.g.,SF-424,SF-424B,or SF-424D) or through DOCforms (e.g.,FormCD-511). To the extent that it is a summary, such Standard Termprovision is not in derogation of, or an amendment to, any such statute, regulation, E.O., OMBcircular, certification, or assurance. 1 Please note that the OMB Uniform Guidance uses the term “non-Federal entity” to generally refer to an entity that carries out aFederal award as a recipient or subrecipient. Because some of the provisions of these DOC ST&Cs apply to recipients rather than subrecipients, or vice versa, for clarity, these DOC ST&Cs use the terms “non-Federal entity”, “recipient”, and “subrecipient”.In addition, the OMB Uniform Guidance uses the term “pass-through entity” to refer to a non-Federal entity that makes a subaward. “Non-Federal entity” is defined at 2C.F.R. § 200.69 as “a state,local government, Indian tribe,institution of higher education (IHE), ornonprofit organization that carries out aFederal award as a recipient orsubrecipient.” “Recipient” is defined at 2 C.F.R. §200.86 as “a non-Federal entitythat receives a Federal award directlyfrom a Federal awarding agency to carryoutan activity under a Federal program.The term recipient does not include subrecipients.” “Subrecipient” is defined at 2 C.F.R. §200.93 as “a non-Federalentity that receives a subaward from apass-through entity to carry out part ofa Federal program; but does not includean individual that is a beneficiary ofsuch program. A subrecipient may alsobe a recipient of other Federal awardsdirectly from a Federal awardingagency.” “Pass-through entity” is defined as 2 C.F.R. § 200.74 as “a non-Federal entitythat provides a subaward to a subrecipient to carry out part of a Federal program.” 2 As set forth in 2 C.F.R. § 200.101(c), Federal agencies may apply 2 C.F.R. Part 200, subparts A through E, to for-profit entities, foreign public entities, or foreign organizations, except where the Federal awarding agency determines that the application of these subparts would be inconsistent with the international obligations of the United States or the statute or regulations of a foreign government. 4|December 26, 2014 4EGOIX4K 3E A. .01ȋȌReports a.Recipients must use OMB-approvedgovernmentwide standard information collections when providing financial and performance informationand, as appropriate and in accordance with the above-mentioned information collections, are required to relatefinancial data tothe performance accomplishments of the Federal award. When applicable, recipients must also provide cost information to demonstrate cost effective practices (e.g., through unit cost data). The recipient’sperformance will be measured in a way that will help the Federal awarding agency and other non-Federal entities to improve program outcomes, share lessons learned, and spread the adoption of promising practices. As described in 2 C.F.R. § 200.210 “Information contained in a Federal award,”the Federal awarding agency will identify the timing and scope of expected performance by the award recipient as related to the outcomes intended to be achieved by the Federal program. b.Recipientsmustsubmit performance (technical) reports, which may be Form SF-PPR “Performance Progress Report” or any successor form, or another format as required by the Federal awarding agency, electronicallyor in hard copy (no more than an original and twocopies), in accordance with the award conditions,to the Federal Program Officer. Performance reports should be submitted in the same frequency as the Form SF-425 “Federal Financial Report”,unless otherwise authorized by the GrantsOfficer. c.Performance (technical) reports shall contain the information prescribed in the OMBUniform Guidance, specifically 2 C.F.R. §200.328(“Monitoring and reporting program performance”), unless otherwise specified in the award conditions. .02 The Federal awarding agency or pass-through entity (as defined at 2 C.F.R. § 200.74) must require a non-Federal entity to submit reports (using Form SF-429“Real Property Status Report” or any successor form) at least annually on the status of real property in which the Federal government retains an interest, unless the Federal interest in the real property extends 15 years or longer. In those instances where the Federal interest attached is for a period of15 years or more, the Federal awarding agency or pass-through entity, at its option, may require the non-Federal entity to report at various multi-year frequencies (e.g., every two years or every three years, not to exceed a five-year reporting period; ora Federal awarding agency or pass-through entity may require annual reporting for the first three years of a Federal award and thereafter require reporting every five years). .03 Failure to perform the work in accordance with the terms of the award and maintain satisfactory performance as determined by the Federal awarding agency may result in the imposition of additional award conditions pursuant to 2 C.F.R. § 200.207 (“Specific conditions”) or other 5|December 26, 2014 4EGOIX4K 3E appropriate enforcement action as specified in 2 C.F.R. § 200.338 (“Remedies for noncompliance”). See alsoDOC ST&CA.06“Non-Compliance with Award Provisions.” .04 In accordance with 2 C.F.R. § 200.308 (“Revisions of budget and program plans”), therecipient shall report programmatic changes, including all changes to the scope of the award,to the Program Officer,who forwards the request to the Grants Officer. In addition, the recipient shall request priorapprovals in accordance with2 C.F.R§200.407(“Prior written approval (prior approval)”. .05 The non-Federal entityshall immediately provide written notification to the Federal Program Officer and the Grants Officer in the event that, subsequent to receipt of the DOCaward, other financial assistance is received to support or fund any portion of the scope of work incorporated into the DOC award. DOCwill not pay for costs that are funded by other sources. .06Non-w Failure to comply with the provisions of anaward may be considered grounds for appropriate enforcement action pursuant to 2 C.F.R. § 200.338 (“Remedies for noncompliance”), including but not limited to:the imposition ofadditional award conditions in accordance with 2 C.F.R. §200.207 (“Specific conditions”);temporarily withholding award payments pending the correction of the deficiency; the disallowance of award costs and the establishment ofan accountsreceivable;wholly or partially suspending or terminating an award; initiating suspension or debarment proceedings in accordance with 2 C.F.R. parts 180 and 1326; and such other remedies as may be legally available. See also2 C.F.R. §§ 200.339 (“Termination”) through 200.342 (“Effects of suspension and termination”).In addition,the failure to comply with the provisions of a DOC award may adversely impact the availability of funding under other active DOC or Federal awards and may also have a negative impact on a recipient’s eligibility for future DOC or Federal awards. .07aNon- The non-Federal entityshall not transfer, pledge, mortgage, or otherwise assign the award, or any interest therein, or any claim arising thereunder, to any party or parties, banks, trust companies, or other financing or financial institutions without the express written approval of the GrantsOfficer. .08 a.The United States expressly disclaims any and all responsibility or liability to the non-Federal entityor third persons for the actions of the non-Federal entityor third persons 6|December 26, 2014 4EGOIX4K 3E resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any subaward, contract, or subcontract under this award. b.The acceptance of this award or any subaward by the non-Federal entitydoes not in any way constitute an agency relationship between the United States and the non-Federal entity. B. .01 a.In accordance with 2 C.F.R. § 200.302(a)(“Financial Management”), each State must expend and account for the Federal award in accordance with State laws and procedures for expending and accounting for the State’s own funds. In addition, the State’s and anyother non-Federal entity’s financial management systems, including records documenting compliance with Federal statutes, regulations, and the terms and conditions of the Federal award, must be sufficient to permit the preparation of reports required by general and program-specific terms and conditions; and the tracing of funds to a level of expenditures adequate to establish that such funds have been used in accordance with Federal statutes, regulations,and the terms and conditions applicableto the Federal award. See also2 C.F.R. §200.450(“Lobbying”) for additional management requirements to verify that Federal funds are not used for unallowable lobbying costs. b.The financial management system of each non-Federal entity must provide all information required by 2 C.F.R. § 200.302(b). See also2 C.F.R. §§200.333(“Retention requirements for records”);200.334(“Requests for transfer of records”);200.335(“Methods for collection, transmission and storage of information”);200.336 (“Access to records”);and 200.337 (“Restrictions on public access to records”). .02 a.In accordance with 2 C.F.R. § 200.327(“Financial reporting”), the recipient shall submit a “Federal Financial Report”(Form SF-425or any successor form) on a semi-annual basis for the periods ending March 31 and September 30, or any portion thereof, unless otherwise specifiedin a special award condition. Reports are due no later than 30 days following the end of each reporting period. A final Form SF-425 shall be submitted within 90days after the expiration of the periodof performance. b.The reports must be submitted to the Federal awarding agency as directed by the GrantsOfficerelectronically, orin hard copy (no more than an original and two copies),in accordance with the award conditions. 7|December 26, 2014 4EGOIX4K 3E .03 a.Consistent with 2 C.F.R. §200.305(a)(“Payment”),for States, payments are governed by Treasury-StateCash Management Improvement Act (CMIA)agreements and default procedures codified at 31 C.F.R. Part 205 “Rules and Procedures for Efficient Federal-State Funds Transfers” and Treasury Financial Manual Volume I,4A-2000“Overall Disbursing Rules for All Federal Agencies”. b.Consistent with 2 C.F.R. § 200.305(b), for non-Federal entitiesother than States,payment methods must minimize the amount of time elapsing between the transfer of funds from the U.S. Treasury or the pass-through entity and the disbursement by the non-Federal entity. 1.TheGrants Officer determines the appropriate method of payment and,unless otherwise specified in a special award condition, the advance method of payment shall be authorized.Advances shall be limited to the minimum amounts necessary to meet immediatedisbursement needs. DOC policy requires thatin the usual case, non-Federal entities time advance payment requests so that Federal funds are on hand for a maximum of three calendar daysbefore being disbursed by the non-Federal entity for eligible award costs.In no case should advances exceed the amount of cash required for a 30-day period.Interest earned on Federal advance payments deposited in interest-bearing accounts must be remitted annually to the Department of Health and Human Services, Payment Management System, Rockville, MD 20852. Interest amounts up to $500 per year may be retained bythe non-Federal entity for administrative expenses. 2.If a non-Federal entitydemonstrates an unwillingness or inability to establish procedures that will minimize the time elapsing between the transfer of funds and disbursement by the non-Federal entity or if a non-Federal entityotherwise fails to continue to qualify for the advance method of payment, the Grants Officer may change the method of payment to reimbursement only. c.Unless otherwise provided for in the award terms, payments under this award willbe made using the Department of Treasury’s Automated Standard Application for Payment (ASAP) system. Under the ASAP system, payments are made through preauthorized electronic funds transfersdirectly to the non-Federal entity’s bank account, in accordancewith the requirements of the Debt Collection Improvement Act of 1996. In order to receive payments under ASAP, non-Federal entities are required to enroll with the Department of Treasury, Financial Management Service, Regional Financial Centers, which allows them to use the on-line and Voice Response System (VRS) method of withdrawing funds from their ASAP established accounts. The following information will be required to make withdrawals under ASAP: 1.ASAP account number –the Federal award identificationnumber found on the cover sheet of the award; 2.Agency Location Code (ALC); and 8|December 26, 2014 4EGOIX4K 3E 3.Region Code. Non-Federal entities enrolled in the ASAP system do not need to submit a Form SF-270 “Request for Advance or Reimbursement”, for payments relating to their award. Awards paid under the ASAP system will contain a special award condition, clause, or provision describing enrollment requirements and any controls or withdrawal limits set in the ASAP system. When the Form SF-270“Request for Advance or Reimbursement” (or successor form) is used to request payment, the non-Federal entity shall submit the request no more frequently than monthly, and advances shall be approved for periods to cover only expenses anticipated over the next 30days. In these cases, the non-Federal entitymust complete the FormSF-3881“ACH Vendor Miscellaneous Payment Enrollment Form”(or successor form) and FormSF-270 and submit these forms to the Grants Officer. FormSF-3881 enrollment must be completedbefore the first award payment can be made via aForm SF-270request. d.The Federal award identification number must be included on all payment-related correspondence, information, and forms. .04 - a.Awards thatinclude Federal and non-Federal sharing incorporate a budget consisting of shared allowable costs. If actual allowable costs are less than the total approved budget, the Federal and non-Federal cost shares shall be calculated by applying the approved Federal and non-Federal cost share ratios to actual allowable costs. If actual allowable costs exceedthe total approved budget, the Federal share shall not exceed the total Federal dollar amount authorized by the award. b.The non-Federal share, whether in cash or in-kind, is to be paid out at the same general rate as the Federal share. Exceptions to this requirement may be granted by the Grants Officer based on sufficient documentation demonstrating previously determined plans for, or later commitmentof, cash or in-kind contributions. In any case, the non-Federal entity must meet its cost share commitment over the life of the award; failure to do so may result in the assignment of special award conditions or other further action as specified in StandardTermA.06“Non-Compliance with Award Provisions”.In addition, under 2C.F.R. § 200.306(c) “(Cost sharing or matching”), unrecovered indirect costs, including indirect costs on cost sharing or matching, may be included as part of cost sharing or matching only with the written prior approval of the Federal awarding agency.The non-Federal entity must create and maintain sufficient records justifying all non-federal sharing requirements to facilitate questions and audits, see Section Fof these Standard Terms, “Audits,”for audit requirements.See2 C.F.R. §200.306 for additional requirements regarding cost sharing. c.Under Federal research proposals, voluntary committed cost sharing is not expected. It cannot be used as a factor during the merit review of applications or proposals, but may be considered if it is both in accordance with Federal awarding agency regulations and specified 9|December 26, 2014 4EGOIX4K 3E in a notice of funding opportunity. Criteria for considering voluntary committed cost sharing and any other program policy factors that may be used to determine who may receive a Federal award must be explicitly described in the notice of funding opportunity. Furthermore, only mandatory cost sharing or cost sharing specifically committed in the project budget must be included in the organized research base for computing the indirect (F&A) cost rate or reflected in any allocation of indirect costs. See also2 C.F.R. §§200.414(“Indirect (F&A) costs”), 200.203 (“Notices of funding opportunities”), and Appendix I to 2 C.F.R. Part 200— Full Text of Notice of Funding Opportunity. .05 a a.Recipients are required to reportdeviations from budget or project scopeor objective, and request prior approvalsfrom Federal awarding agencies forbudget and program plan revisions, inaccordance with 2 C.F.R. § 200.308 (“Revision of budget and program plans”). Requests for such budget or project changes must be submitted to the Grants Officer who shall make the final determination on such requests and notify the non-Federal entity in writing. b.In accordance with 2 C.F.R. § 200.308(e), transfers of funds by the recipient among direct cost categories are permitted for awards in which the Federal share of the project is $150,000 or less. For awards in which the Federal share of the project exceeds $150,000, transfers of funds among direct cost categories must be approved in writing by the Grants Officer when the cumulativeamount of such direct costs transfers exceeds10 percent of the total budget as last approved by the Grants Officer.The 10 percent threshold applies to the total Federal and non-Federal funds authorized by the Grants Officer at thetime of the transfer request. This is the accumulated amount of Federal funding obligated to date by the Grants Officer along with any non-Federal share. The same requirementsapply to the cumulative amount of transfer of funds among programs, functions, and activities. This transfer authority does not authorize the recipient to create new budget categories within an approved budget without Grants Officer approval. Any transfer that causes any Federal appropriation, or part thereof, to be used for an unauthorized purpose will not be permitted. In addition, this provision does not prohibit the recipient from requesting Grants Officer approval for revisions to the budget. See 2 C.F.R. §200.308(as applicable) for specific requirements concerning budget revisions and transfer of funds between budget categories. .06 or a.Indirect costs(or facilities and administration(F&A))costs for major institutions of higher education and major nonprofit organizations)can generally be defined as costs incurred for a common or joint purpose benefitting more than one cost objective, and not readily assignable to the cost objectives specifically benefitted, withouteffort disproportionate to the results achieved. Indirect (F&A) costs will not be allowable charges against an award unless permitted under the award andspecifically included as a line item in the award’s approved budget. Seethe definition of indirect (F&A) costs at 2 C.F.R. § 200.56(“Indirect (facilities &administrative (F&A)) costs”). 10|December 26, 2014 4EGOIX4K 3E b.Excess indirect costs may not be used to offset unallowable direct costs. c.Cognizant Agency for Indirect (F&A) Costs. OMB established the cognizantagency concept, under which a single agency represents all others in dealing with non-Federal entitiesin common areas. The cognizant agency for indirect costs reviews and approves non-Federal entities’ indirect cost rates. 1.Determining the Cognizant Agency for Non-Federal Entitiesthat are State, local, and Indian Tribal Governments; Institutions of Higher Education; Hospitals; and Non-Profit Organizations (Non-Commercial Organizations).In accordance with 2 C.F.R. § 200.19 (“Cognizant agency for indirect costs”), the cognizant agency for indirect costs is the Federal agency responsible for reviewing, negotiating, and approving cost allocation plans or indirect cost proposals on behalf of all Federal agencies. Approved rates must be accepted by other agencies, unless required by Federal statute or regulation or when approved by a Federal agency awarding head or delegate in accordance with 2 C.F.R. §200.414(c)(“Indirect (F&A) costs”). Ifindirect costs are permittedand the non-Federal entity would liketoincludeindirect costsin its budget,but the non-Federal entity has not previously established an indirect cost rate with a Federal agency, the requirements for determining the relevant cognizant agency and developing and submittingindirect (F&A) cost rate proposals and cost allocation plans are contained in Appendices III –VII to 2 C.F.R. Part 200 as follows: i.Appendix III to 2 C.F.R. Part 200 –Indirect (F&A) Costs Identification and Assignment,and Rate Determination for Institutions of Higher Education (IHEs); ii.Appendix IV to 2 C.F.R. Part 200 –Indirect (F&A) Costs Identification and Assignment, and Rate Determination for Nonprofit Organizations; iii.Appendix V to 2 C.F.R. Part 200 –State/Local Government and Indian Tribe-Wide Central Service Cost Allocation Plans; iv.Appendix VI to 2 C.F.R. Part 200 –Public Assistance Cost Allocation Plans; v.Appendix VII to 2 C.F.R. Part 200 –States and Local Government and Indian Tribe Indirect Cost Proposals. 2.Commercial Organizations.For commercial organizations, the term“cognizant Federal agency”generallyis defined as the agency that provides the largest dollar amount of negotiatedcontracts, including options. See48C.F.R. § 42.003.Ifthe only Federal funds received by a commercial organization are DOC award funds, then DOC becomes the cognizant Federal agency for the purpose of indirect cost negotiations. For those organizations for which DOC is cognizant, DOC or its designee will negotiate a rate in accordance with the provisions of 2 C.F.R. § 200.414using the cost principles found in 48C.F.R.Part 31, “Contract Cost Principles and Procedures.” For guidance on how to put an indirect cost plan together go to: http://www.dol.gov/oasam/programs/boc/costdeterminationguide/main.htm 11|December 26, 2014 4EGOIX4K 3E 3.General Review Procedures Where DOC is the Cognizant Agency. i.Within 90 days of the award start datethe non-Federal entity shall submit to the GrantsOfficer of the relevant funding bureau any documentation (indirect cost proposal, cost allocation plan, etc.) necessary to allow the agency to perform the indirect cost rate proposal review. ii.The non-Federal entity can use the fixed rate proposed in the indirect cost plan as a provisional rateuntil such time as the DOC provides a response to the submitted plan. 4.When DOC is not the oversight or cognizant Federal agency, the non-Federal entity shall provide the Grants Officer with a copy of a negotiated rate agreement or a copy of the transmittal letter submitted to the cognizant or oversight Federal agency requesting a negotiated rate agreement. d.If the non-Federal entityfails to submit required documentation to DOCwithin 90 days of the awardstartdate, the Grants Officer may amend the award to preclude the recovery of any indirect costs under the award. If the DOC, oversight, or cognizant Federal agency determines there is a finding of good and sufficient cause to excuse the non-Federal entity’s delay in submitting the documentation, anextension of the 90-day due date may be approved by the Grants Officer. e.The maximum dollar amount of allocable indirect costs for which DOC will reimburse the recipient shall be thelesser of: 1.The line item amount for the Federal share of indirect costs contained in the approved award budget,including all budget revisions approved in writing by the Grants Officer; or 2.The Federal share of the totalindirect costs allocable to the award based on the indirect cost rate approved by thecognizant agencyfor indirect costsand applicable to the period in which the cost was incurred, provided that the rate isapprovedon or before the award enddate. f.In accordance with 2 C.F.R. § 200.414(g), anynon-Federal entitythat has a negotiated indirect cost ratemay apply to theentity’scognizant agency for indirect costs for a one-time extension of a currentlynegotiated indirect cost ratefor a period of up to four years, reducing the frequency of rate calculations and negotiations between aninstitution and its cognizant agency. g.In addition, in accordance with 2 C.F.R. § 200.414(f), anynon-Federal entitythat has never received a negotiated indirect cost rate, except for those non-Federal entities described in Paragraph D.1.b of Appendix VII to 2 C.F.R. Part 200 (specifically, a governmental department or agency that receives more than $35 million in direct Federal funding),may elect to charge a de minimis rate of 10 percent of modified total direct costs. 12|December 26, 2014 4EGOIX4K 3E .07 a.In accordance with 2 C.F.R. § 200.309(“Period of performance”), a non-Federal entity may charge tothe Federal award only allowable costsincurred during the period ofperformance, which is the period established in the award document during which Federal sponsorship begins and ends and, as defined at 2 C.F.R. § 200.77, is “the time during which the non-Federal entity may incur new obligations to carry out the work authorized under the Federal award”. The period of performance may sometimes be referred to as the “project period” or “award period”. b.In accordance with 2 C.F.R. § 200.458 (“Pre-award costs”),pre-award costsare allowable only to the extent that they would have been allowable if incurred after the date of the Federal award and only with the written approval of the Federal awarding agency. c.The non-Federal entityshall not incur costs or obligate funds for any purpose pertaining to the operation of the project, program, or activities beyond the period of performance.The only costs thatare authorized for a period of up to 90 days following the end of the period of performanceare those strictly associated with close-out activities. Close-out activities are normally limited to the preparation of final progress, financial, and required project audit reports unless otherwise approved in writing by the Grants Officer.The Federalawarding agency or pass-through entitymay approve extensions of the 90-day closeout period upon a request by the non-Federal entity as provided in 2C.F.R.§200.343(“Closeout”). d.Unless otherwise authorized in 2 C.F.R §200.343(a)or a special award condition, any extension of the periodof performancecan only be authorized by the Grants Officer in writing. Verbal or written assurances of funding from anyone other than the Grants Officer shall not constitute authority to obligate funds for programmatic activities beyond the end of the periodof performance. e.The DOC has no obligation to provide any additional prospective funding. Any amendment of the award to increasefunding and to extend the periodof performanceis at the sole discretion of DOC. .08 Refunds of Federal Insurance Contributions Act (FICA) or Federal Unemployment Tax Act (FUTA)taxes received by the non-Federal entityduring or after the periodof performancemust be refunded or credited to DOC where the benefits were financed with Federal funds under the award. The non-Federal entityagrees to contact the Grants Officer immediately upon receipt of these refundsandfurther agrees to refund portions of FICA/FUTA taxes determined to belong to the Federal Government, including refunds received after the periodof performanceends. 13|December 26, 2014 4EGOIX4K 3E C. Consistent with 2 C.F.R. § 200.303(“Internal controls”), each non-Federal entity must: 1.Establish and maintain effective internal control over the Federalaward that provides reasonable assurance that the non-Federal entity is managing the Federal award in compliance with Federal statutes, regulations, and the terms and conditions of the Federal award. These internal controls should be in compliance with guidance in “Standards for Internal Control in the Federal Government” issued by the Comptroller General of the United States (available online at http://www.gao.gov/assets/80/76455.pdf)and the “Internal Control Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(available online at http://www.coso.org/documents/Internal%20Control-Integrated%20Framework.pdf). 2.Comply with Federal statutes, regulations, and the terms and conditions of Federalawards. 3.Evaluate andmonitor the non-Federal entity’s compliance with Federal statutes, regulations, and the terms and conditions of Federal awards. 4.Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 5.Take reasonable measures to safeguard protected personally identifiable information and other information the Federal awarding agency or pass-through entity designates as sensitive or the non-Federal entity considers sensitive consistent with applicable Federal, state and local laws regarding privacy and obligations of confidentiality. D. .01Standards Each non-Federal entity must comply with the Property Standards set forth in2 C.F.R. §§200.310(“Insurance coverage”) through200.316(“Property trust relationship”). .02 a.In accordance with 2 C.F.R. § 200.316, real property, equipment, and intangible property acquired or improved with a Federal award must be held in trust by the non-Federal entity as trusteefor the beneficiaries of the project or program under which the property was acquired or improved. This trust relationship exists throughout the duration of the property’s estimated useful life, as determined by the Grants Officer in consultation with theProgram Office, during which time the Federal Government retains an undivided, equitable reversionary interest in the property (Federal Interest). During the duration of the Federal Interest, the non-Federal entityshall comply with all use and disposition requirements and restrictions as 14|December 26, 2014 4EGOIX4K 3E set forth in 2C.F.R. §§ 200.310 through 200.316, as applicable,and in the terms and conditions of the Federalaward. b.The Grants Officer may require a non-Federal entityto execute a security interest or other public notice of record to indicate that real or personal property acquired or improved in whole or in part with Federal funds is subject to the Federal Interest, and that certain use and disposition requirements apply to the property. The security interest or other public notice must be acceptable in form and substance to the DOC and must be perfected and placed of record in accordance with applicable State and local law, with continuances re-filed as appropriate. In such cases, the Grants Officer may further require the non-Federal entityto provide the DOC with a written statement from a licensed attorney in the jurisdiction where the property is located certifying that the Federal Interest has been protected, as required under the award and in accordance with applicable State and local law. The attorney’s statement, along with a copy of the instrument reflecting the recordation of the Federal Interest, shall be returned to the Grants Officer. The Grants Officer may elect not to release any or a portion of the Federal award funds until the non-Federal entityhas complied with this provision and any other applicable award terms or conditions, unless other arrangements satisfactory to the Grants Officer are made. c.In accordance with 2 C.F.R. § 200.329 (“Reporting onreal property”), the Federal awarding agency or pass-through entity must require a non-Federal entity to submit reports (using Form SF-429 “Real Property Status Report” or any successor form) at least annually on the status of real property in which the Federal government retains an interest, unless the Federal interest in the real property extends 15 years or longer. In those instances where the Federal Interest attached is for a period of 15 years or more, the Federal awarding agency or pass-through entity, at its option, may require the non-Federal entity to report at various multi-year frequencies (e.g., every two years or every three years, not to exceed a five-year reporting period; or a Federal awarding agency or pass-through entity may require annual reporting for the first three years of a Federal award and thereafter require reporting every five years).The Federal awarding agency or pass-through entity may also require a non-Federal entity to periodically submit reports(using Form SF-428 “Tangible Personal Property Report”) or any successor form)concerning tangible personal property in which the Federal Government retains an interest.In addition, the Federal awarding agency or pass-through entity may require anon-Federal entity to submit Form SF-429and/or FormSF-428in connection with a non-Federal entity’s request to acquire, encumber, dispose of, or take any other action pertaining to real property or tangible personal property acquired or improved, in whole or in part, under a DOC financialassistance award or to Federally-owned propertyprovided under a DOC award. .03IntellectualPropertyRights a.General. The rights to any work produced or purchased under a Federal award are determined by 2 C.F.R. § 200.315(“Intangible property”). The non-Federal entity owns any work produced or purchased under a Federal award subject to the DOC’sroyalty-free, nonexclusive, and irrevocableright to obtain, reproduce, publish,or otherwise use the work 15|December 26, 2014 4EGOIX4K 3E or authorize others to receive, reproduce, publish,orotherwise use the workfor Government purposes.In accordance with 2 C.F.R. § 200.315(d), the Federal Government has theright to obtain, reproduce, publish, orotherwise use the data produced undera Federal awardand authorize others to receive,reproduce, publish, or otherwise usesuch data for Federal purposes. b.Inventions. Unless otherwise provided by law, the rights to any invention made by a non-Federal entityunder a Federalaward are determined by the Bayh-Dole Act, Pub.L.No.96-517, as amended,and as codified in 35 U.S.C. § 200 et seq., except as otherwise required by law. The specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from Federalawards are described in more detail in 37 C.F.R. Part 401 and in particular, in the standard patent rights clause in 37 C.F.R. § 401.14, which is hereby incorporated by reference into this award. 1.Ownership. i.Non-Federal entity. The non-Federal entityhas the right to elect to retain title to any invention it makes (conceived or first actually reduced to practice) or is made by its employees. A non-Federal entitythat is a non-profit organization, which includes a university or other institution of higher learning, may not assign to a third party its rights to such an invention without the permission of DOC unless that assignment is to a patent management organization (e.g., a university’s Research Foundation).The non-Federal entity’s ownership rights are subject to the Government’s nonexclusive, nontransferable, irrevocable, paid-up license and other rights. ii.Department. If the non-Federal entity elects not to retain title, fails to disclose the invention to the Federal awarding agency within the required time limits, or does not file a patent application within the time limits set forth in the standard patent rights clause, the DOC may request an assignment of all rights, which is normally subject to a limited royalty free nonexclusive revocable license for the non-Federal entity. The DOC owns any invention made solely by its employees, but may license the non-Federal entity in accordance with the procedures in 37 C.F.R. Part 404. iii.Inventor/Employee. If neither the non-Federal entitynor the DOC is interested in owning an invention by a non-Federal entityemployee, the non-Federal entity, with the written concurrence of the DOC, may allow the inventor/employee to retain ownership of the invention subject to certain restrictions as described in 37 C.F.R. §401.9. iv.Joint inventions. Inventions made jointly byanon-Federal entityand a DOC employee will be owned jointly by the non-Federal entityand the DOC. However, the DOC may transfer or license its rights to the non-Federal entityas authorized by 35U.S.C.§ 202(e) and 37 C.F.R. § 401.10 if the non-Federal entityis willing to patent and license the invention usually in exchange for a share of “net” royalties 16|December 26, 2014 4EGOIX4K 3E based on the number of inventors (e.g., 50-50 if there is one non-Federal entity inventor and one DOC employee inventor). The agreement will be prepared by the DOC and may include other provisions, such as a royalty free license to the Government and certain other entities. The provision at 35 U.S.C. § 202(e) also authorizes the non-Federal entityto transfer its rights to the Government, which can agree to share royalties similarly as described above. 2.Responsibilities -iEdison. The non-Federal entityhas responsibilities and duties set forth in the standard patent rights clause, which are not described below. The non-Federal entityis expected to comply with all the requirements of the standard patent rights clause and 37 C.F.R. Part 401. Non-Federal entitiesare required to submit their disclosures, elections, and requests for waiver from any requirement for substantial U.S. manufacture, electronically using the Interagency Edison extramural invention reporting system (iEdison) at www.iedison.gov. Non-Federal entitiesmay obtain a waiver of this electronic submission requirement by providing to DOC compelling reasons for allowing the submission of paper copies of reports related to inventions. c.Patent Notification Procedures.Pursuant to E.O. 12889(58FR 69681, 1993), the DOC is required to notify the owner of any valid patent covering technology whenever the DOC or a non-Federal entity, without making a patent search, knows (or has demonstrable reasonable grounds to know) that technology covered by a valid United States patent has been or will be used without a license from the owner. To ensure proper notification, if the non-Federal entity uses or has used patented technology under this award without a license or permission from the owner, the non-Federal entitymust notify the Grants Officer. This notice does notconstitute authorization or consent by the Government to any copyright or patent infringement occurring under the award. d.A non-Federal entity may copyright any work produced under a Federal award, subject to the DOC’s royalty-free, nonexclusive, and irrevocable right to obtain, reproduce, publish, or otherwise use the work, or authorize others to do so for Government purposes. Works jointly authored by DOC and non-Federal entity employees may be copyrighted, but only the part of such works authored by the non-Federal entity is protectable in the United Statesbecause, under 17 U.S.C. § 105, works produced by Government employees are not copyrightable in the United States. On occasionand as permitted under 17 U.S.C. § 105, DOC may require the non-Federal entity to transfer to DOC a copyright in a particular work for Government purposes or when DOC is undertaking primary dissemination of the work. e.Freedom of Information Act (FOIA).In response to a FOIA request for research data relating to published research findings (as defined by 2 C.F.R. § 200.315(e)(2))produced under a Federal award that were used by the Federal government in developing an agency action that has the force and effect of law, the Federal awarding agency will request, and the non-Federal entity must provide, within a reasonable time, the research dataso that they can be made available to the public through the procedures established under the FOIA. 17|December 26, 2014 4EGOIX4K 3E E. 1.States. Pursuant to 2 C.F.R. § 200.317(“Procurements by states”), when procuring property and services under this Federal award, a State must follow the same policies and procedures it uses for procurements from its non-Federal funds. The State must comply with 2 C.F.R. §200.322(“Procurement of recovered materials”),and ensure that every purchase order or other contract includes anyclauses required by 2C.F.R. §200.326(“Contract provisions”). 2.Other Non-Federal Entities. All other non-Federal entities, including subrecipients of a State, must follow the requirements of 2 C.F.R. §§ 200.318 (“General procurement standards”) through 200.326 (“Contract provisions”).This includes the requirement that non-Federal entities maintain written standards of conduct covering conflicts of interest and governing the performance of theiremployees engaged in the selection, award, and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. F.AUDITS Under the Inspector General Act of 1978, as amended, 5 U.S.C.App. 3, §§1et seq.,an audit of the awardmay be conducted at any time. The Inspector General of the DOC, or any of his or her duly authorized representatives, shall have the right to accessany pertinent books, documents, papers,and records of the non-Federal entity, whether written, printed, recorded, produced,or reproduced by any electronic, mechanical, magnetic,or other process or medium, in order to make audits, inspections, excerpts,transcripts,or other examinations as authorized by law. This right also includes timely andreasonable access to the non-Federalentity’s personnel for the purpose ofinterview and discussion related to suchdocuments.See2 C.F.R. § 200.336 (“Access to records”). Whenthe DOC Office of Inspector General (OIG)requires a program audit on a DOCaward, the OIG will usually make the arrangements to audit the award, whether the audit is performed by OIG personnel, an independent accountant undercontract withDOC, or any other Federal, State,or local audit entity. .01Organization-ǡ-ǡ a.Organization-wide or program-specific audits shall be performed in accordance with the Single Audit Act Amendments of 1996, as implemented by Subpart F to 2 C.F.R. Part 200, “Audits Requirements.” Non-Federal entitiesthat are subject to the provisions of 2 C.F.R. Part 200and that expend $750,000or more in a year in Federal awards shall have an audit conducted for that year in accordance with the relevant requirements.Within the earlier of 30calendar days after receipt of theauditor’s report(s), or nine months afterthe end of the audit period, acopy of the audit shall be submitted electronically to the Federal Audit Clearinghouse websiteat: http://harvester.census.gov/sac/.If it is necessary to submit by paper, the addressforsubmissionis: 18|December 26, 2014 4EGOIX4K 3E Federal Audit Clearinghouse Bureau of the Census 1201 E. 10th Street Jeffersonville, IN 47132 Within 90 days of the end of the fiscal year of a non-Federal entity subject to Subpart F of 2C.F.R. Part 200, the entity is responsible for notifyingthe Grants Officer of the amount of Federal awards, including all DOC and non-DOC awards, the non-Federal entity expended during its fiscal year. b.Unless otherwise specified in the terms and conditions of the award,non-Federal entities that are not subject to Subpart F of 2 C.F.R. Part 200 (e.g., for-profit entities) and that expend $750,000 or more in DOC funds during their fiscal year must have an audit conducted for that year in accordance with Subpart F of 2 C.F.R. Part 200. The audit shall be completed and submitted to the Grants Officer within the earlier or 30calendar days of the non-Federal entity’s receipt of the audit report or nine months following the end of the non-Federal entity’s fiscal year. For-profit entities thatexpend less than $750,000 in DOC funds in a given fiscal year are not required to have an annual audit for that year but must make their award-related records available to DOC or other designated officials for review andaudit.Failure to provide audit reports within the timeframes specified above may result in appropriate enforcement action, up to and including termination of the award, and may jeopardize eligibility for receiving future DOC awards. c.Some DOC programs have specific audit guidelines that will be incorporated into theaward. When DOC does not have a program-specific audit guide available for the program, the auditor will follow the requirements for a program-specific audit as described in2 C.F.R. §200.507(“Program-specific audits”).The non-Federal entitymay include a line item in the budget for the cost of the auditfor approval.A copy of the program-specific audit shall be submitted to the Grants Officer. d.Non-Federal entities are responsible for compliance with the aboveaudit requirements and for informing the Grants Officer of the status of their audit, including when the relevant audit has been completed and submitted in accordance with the requirements of this section.In accordance with 2 C.F.R. § 200.331(d)(3),pass-through entities are responsible for issuing a management decision for any audit findings pertaining to the Federal award provided to a subrecipient. .02 a.An audit of the award may result in the disallowance of costs incurred by the non-Federal entityand the establishment of a debt (account receivable) due DOC.For this reason, the non-Federal entityshould take seriously its responsibility to respond to all audit findings and 19|December 26, 2014 4EGOIX4K 3E recommendations with adequate explanations and supporting evidence whenever audit results are disputed. b.In accordance with the Federal Registernotice dated January 27, 1989 (54 FR 4053), a non-Federal entitywhose award is audited hasthe following opportunities to dispute the proposed disallowance of costs and the establishment of a debt: 1.The non-Federal entityhas 30 days from the date of the transmittal of the draft audit reportto submit written comments and documentary evidence. 2.The non-Federal entityhas 30 days from the date of the transmittal of the final audit reportto submit written comments and documentary evidence. There will be no extension of this deadline. 3.The DOCshall review the documentary evidence submitted by the non-Federal entityand shall notify the non-Federal entityof the results in an Audit Resolution Determination Letter.The non-Federal entityhas 30 days from the date of receipt of the Audit Resolution Determination Letterto submit a written appeal, unless this deadline is extended in writing by the DOC.The appeal is the last opportunity for the non-Federal entityto submit written comments and documentary evidence tothe DOC to dispute the validity of the audit resolution determination. 4.An appeal of the Audit Resolution Determination does not prevent the establishment of the audit-related debt nor does it prevent the accrual of interest on the debt. If the Audit Resolution Determination is overruled or modified on appeal, appropriate corrective actionwill be taken retroactively. An appeal will stay the offset of funds owed by the auditee against funds due to the auditee. 5.The DOCshall review the non-Federal entity’sappeal and notify the non-Federal entity of the results in an Appeal Determination Letter.After the opportunity to appeal has expired or after the appeal determination has been rendered, DOCwill not accept any further documentary evidence from the non-Federal entity.No other administrative appeals are available in DOC. G.DEBTS .01 a.The non-Federal entity must promptly pay any debts determined to be owed the Federal Government.Any funds paid to the non-Federal entity in excess of the amount to which the non-Federal entity is finallydetermined to be entitled under the terms of the Federal award constitute a debt to the Federal government.In accordance with 2 C.F.R. § 200.345 (“Collection of amounts due”), if not paid within 90 calendar days after demand, DOC may reduce a debt owed to the Federal Government by: 20|December 26, 2014 4EGOIX4K 3E 1.Making an administrative offset against other requests for reimbursement; 2.Withholding advance payments otherwise due to the non-Federal entity; or 3.Taking any other action permitted by Federal statute. b.DOC debt collection procedures are set out in 15 C.F.R. Part 19.In accordance with 2 C.F.R §200.345and 31 U.S.C.§3717, failure to pay a debt owed to the Federal Governmentshall result in the assessment of interest, penalties and administrative costs in accordance with the provisions of 31 U.S.C. §3717 and 31 C.F.R.§901.9.Commerce entities will transfer any Commerce debt that is more than 180 days delinquent to the U.S. Department of the Treasury’sFinancial Management Service for debt collection services, a process known as “cross-servicing,”pursuantto 31 U.S.C.§3711(g),31C.F.R.§285.12,and15 C.F.R. § 19.9, and may result in DOCtaking further action as specified in DOC ST&C A.06 “Non-Compliance With Award Provisions.”Funds for payment of a debt must not come from other Federally-sponsored programs,and the DOC may conduct on-site visits,audits, and other reviewsto verify that other Federal funds have not been usedto pay a debt. .02 a.Interest shall be assessedon the delinquent debt in accordance withsection 3717(a) of the Debt Collection Actof 1982, as amended(31 U.S.C. §§3701et seq.).The minimum annual interest rate to be assessed is the U.S. Department of the Treasury’s Current Value of Funds Rate(CVFR).The CVFR is available online at http://www.fms.treas.gov/cvfr/index.htmland alsopublishedby the Department of the Treasuryin theFederal Register (http://www.gpo.gov/fdsys/browse/collection.action?collectionCode=FR)and in the Treasury Financial Manual Bulletin.The assessed rate shall remain fixedfor the duration of the indebtedness. b.Penalties shall accrue at a rate of not more than sixpercent per year or such other higher rate as authorized by law. c.Administrative charges,i.e., the costs of processing and handling a delinquent debt, shall be determined by the Commerce entity collecting the debt, as directed by the Office of the Chief Financial Officerand Assistant Secretary for Administration. .03 f Pursuant to 31 U.S.C. § 3720Band 31 C.F.R. §901.6, unless waived, the DOCis not permitted to extendfinancial assistance in the form of a loan, loan guarantee, or loan insurance to any person delinquent on a nontax debt owed to a Federal agency. This prohibition does not apply to disaster loans. 21|December 26, 2014 4EGOIX4K 3E .04 of ǡǡ Programs Pursuant to 28 U.S.C. § 3201(e), unless waived by the DOC, a debtor who has a judgment lien against the debtor’s property for adebt to the United States shall not be eligible to receive any grant or loan thatis made, insured, guaranteed, or financed directly or indirectly by the UnitedStates or to receive funds directly from the Federal Government in any program, except funds to which the debtor is entitled as beneficiary, until the judgment is paid in full or otherwise satisfied. H. The non-Federal entityshall comply with the provisions of 2 C.F.R.Part 1326, “Nonprocurement Debarment and Suspension”(published in the FederalRegisteron December21, 2006, 71 FR 76573), which generally prohibit entities that have been debarred, suspended, or voluntarily excluded from participating in Federal nonprocurement transactions either through primary or lower tier covered transactions, and which sets forth the responsibilities of recipients of Federal financial assistance regarding transactions with other persons, including subrecipients and contractors. I. .01 Non-Federal entitiesshall comply with 2 C.F.R. § 200.450 (“Lobbying”),which incorporates the provisions of 31 U.S.C. § 1352;the “New Restrictions on Lobbying”published at55 FR 6736 (February 26, 1990); and OMB guidance and notices on lobbying restrictions. In addition, non-Federal entities must comply with the DOCregulations published at 15 C.F.R.Part 28, which implement the “New Restrictions on Lobbying”.These provisions prohibit the use of Federal funds for lobbying the executive or legislative branches of the Federal Government in connection with the award, and require the disclosure of the use of non-Federal funds for lobbying.Lobbying includes attempting to improperly influence, meaning any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a Federal award or regulatory matter on any basis other than the merits of the matter, either directlyor indirectly. Costs incurred on to improperly influence are unallowable. See2 C.F.R. §200.450(b) and (c). .02 Anynon-Federal entitythat receives more than$100,000 in Federal funding shall submit a completed FormSF-LLL, “Disclosure of Lobbying Activities,”regarding the use of non-Federal funds for lobbying. The Form SF-LLL shall be submitted within 30 days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects 22|December 26, 2014 4EGOIX4K 3E the accuracy of the information contained in any disclosure form previously filed. The non-Federal entitymust submit any requiredForms SF-LLL, including those received from subrecipients, contractors, and subcontractors, to the Grants Officer. J. ǡǡ .01 Codes a.General conflicts of interest requirements. In accordance with2 C.F.R. § 200.112(“Conflicts of interest”), eachnon-Federal entity must comply with the conflicts of interest policy providedby the GrantsOfficer. Any non-Federal entity must disclose in writing any potential conflicts of interest to the DOC or pass-through entity. In addition, pursuant to the certification in FormSF-424B, paragraph 3and Form SF-424D, paragraph 7, as applicable, the recipient must maintain written standards of conduct to establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain in the administration of an award. b.Procurement-related conflicts of interest. In addition, in accordance with 2 C.F.R. § 200.318 (“General procurement standards”),non-Federal entities must maintain writtenstandards of conduct covering conflicts of interest and governing the performance of their employees engaged in the selection,award and administration of contracts.SeeSection E. of these DOCST&Csentitled “Procurement Standards.” .02 a.The recipient or pass-through entity shall require all subrecipients, including lower tier subrecipients, under the award to comply with the provisions of the award, including applicable provisions of the OMB Uniform Guidance(2 C.F.R. Part 200), and all associated terms and conditions.See2C.F.R. §§200.330(“Subrecipient and contractor determinations”) through200.332,(“SubrecipientMonitoring and Management”)and 2C.F.R. §200.101(b)(1)(“Applicability”), which describestheapplicability of 2 C.F.R. Part 200 to various types of Federal awards. b.In accordance with 2 C.F.R. § 200.331(“Requirements for pass-through entities”), all pass-through entities must: 1.Subaward identification. Clearly identify everysubaward to the subrecipientat the time of the subaward, including changes in subsequent subaward modification. In accordance with 2 C.F.R. § 200.331(a), required information includes: i.All Federal Award Information data elements set out at 2 C.F.R. § 200.331(a)(1); 23|December 26, 2014 4EGOIX4K 3E ii.All requirements imposed by thepass-through entity on the subrecipientso that the Federal award is used inaccordance with Federal statutes,regulations and the terms andconditions of the Federal award; iii.Any additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awardingagency, including identification of required financial and performance reports; iv.Indirect cost rate information in accordance with 2 C.F.R. § 200.331(a)(4); v.Access requirements to the subrecipient’s records and financial statements in accordance with 2 C.F.R. § 200.331(a)(5);and vi.Appropriate terms and conditions concerning closeout of the subaward. 2.Risk-Based Subrecipient Evaluations. Evaluateeach subrecipient’s riskof noncompliance with Federal statutes,regulations, and the terms andconditions of the subaward for purposesof determining the appropriatesubrecipient monitoringin accordance with 2 C.F.R. § 200.331(b). 3.Subaward conditions. Consider imposing specific subaward conditions upon a subrecipient if appropriate as described in 2 C.F.R. § 200.207 (“Specific conditions”). 4.SubrecipientMonitoring.In accordance with 2 C.F.R. § 200.331(d), monitor the activities of the subrecipientas necessary to ensure that the subaward is used for authorized purposes, in compliance with Federal requirements; and that the subaward performance goals are achieved. Subrecipient monitoring must include: i.Reviewing financial and programmatic reports required by the pass-through entity; ii.Following-up and ensuring that the subrecipient takes timely and appropriate action on all deficiencies pertaining to the Federal award provided to the subrecipient from the pass-through entity detected through audits, on-site reviews, and other means; and iii.Issuing a management decision for audit findings pertaining to the Federal award provided to the subrecipient from the pass-through entity as required by 2 C.F.R. §200.521(“Management decision”). 5.Utilizing Risk-Based Monitoring Tools. In accordance with 2 C.F.R. § 200.331(e), depending on the recipient’sevaluation of each subrecipient’s risk, utilizeappropriate monitoring tools, including training and technical assistance, performing on-site reviews, and arranging agreed-upon-procedures engagements as described in 2 C.F.R. § 200.425 (“Audit Services”). 24|December 26, 2014 4EGOIX4K 3E 6.Subrecipient Audits.Verify that every subrecipient is audited as required by 2 C.F.R. Part200, Subpart F “Audit requirements” when it is expected that the subrecipient’s Federalawards expended during the respective fiscal year equaled or exceeded the threshold set forth in 2 C.F.R. § 200.501 (“Audit requirements”). 7.Necessary adjustments to the pass-through entity’s records. Considerwhether the results of the subrecipient’s audits, on-site reviews, or other monitoring indicate conditions that necessitate adjustments to the pass-through entity’sown records. 8.Enforcement action. Considering taking enforcement action against noncompliant subrecipients as described in 2 C.F.R. § 200.338 and in applicable program regulations. See also2 C.F.R. § 200.331for the full text of requirements for pass-through entities. .03Compe a.The non-Federal entitymust be alert to organizational conflicts of interest as well as other practices among subrecipients that may restrict or eliminate competition. b.The non-Federal entityshall maintain written standards of conduct covering conflicts of interest and governing the performance of its employees engaged in the selection, award,and administration of subawards. No employee, officer, oragent shall participate in the selection, award, or administration of a subaward supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization in which he/she serves as an officer or which employs or is about to employ any of the parties mentioned in this section, has a financial interest or other interest in the organization selectedor to be selected for a subaward. The officers, employees, and agents of the non-Federalentityshall neither solicit nor accept anything of monetary value from subrecipients. However, the non-Federal entitymay set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct shall provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the recipient. c.Afinancial interest may include employment, stock ownership, a creditor or debtor relationship, or prospective employment with the organization selected or to be selected for a subaward. An appearance of impairment of objectivity could result from an organizational conflict where, because of other activities or relationships with other persons or entities, a person is unable or potentially unable to render impartial assistance or advice. It could also result from non-financial gain to the individual, such asbenefit to reputation or prestige in a professional field. 25|December 26, 2014 4EGOIX4K 3E .04ǡǡ Subcontracts a.The non-Federal entityshall include the following notice in each request for applications or bidsfor a subaward, contract, or subcontract, as applicable: Applicants/bidders for a lower tier covered transaction (except procurement contracts for goods and services under $25,000 not requiring the consent of a DOCofficial) are subject to Subpart C of 2C.F.R.Part 180,“OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement).” In addition, applicants/bidders for a lower tier covered transaction for a subaward, contract, or subcontract greater than $100,000 of Federal funds at any tier are subject to 15 C.F.R. Part28,“New Restrictions on Lobbying.”Applicants/bidders should familiarize themselves with these provisions, including the certification requirement. Therefore, applications for a lower tier covered transaction must include a Form CD-512, “Certification Regarding Lobbying--Lower Tier Covered Transactions,”completed without modification. b.The non-Federal entityshall include a term or condition in all lower tier covered transactions (subawards, contracts, and subcontracts), that the award is subject to Subpart C of 2 C.F.R. Part 180,“OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement).” c.Required subaward and contractual provisions. 1.The non-Federal entityshall include a statement in all lower tier covered transactions (subawards, contracts, and subcontracts) exceeding $100,000 in Federal funds, that the subaward, contract, or subcontract is subject to 31 U.S.C § 1352, as implemented at 15C.F.R.Part 28, “New Restrictions on Lobbying.”The non-Federal entityshall further require the subrecipient, contractor, or subcontractor to submit a completed “Disclosure of Lobbying Activities”(Form SF-LLL) regarding the use of non-Federal funds for lobbying. The Form SF-LLL shall be submitted within 15 days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed. The Form SF-LLL shall be submitted from tier to tier until received by the recipient. The recipient must submit all disclosure forms received, including those that report lobbying activity on its own behalf, to the Grants Officer within 30 days following the end of the calendar quarter. 2.Inaddition to other provisions required by the Federal agency or non-Federal entity, in accordance with 2 C.F.R. § 200.326(“Contract provisions”),all contracts made by the non-Federal entity under the Federal award must contain the applicable provisions set out at 2 C.F.R. Part 200, Appendix II, “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards”, which address various contractual requirements including remedies, termination for cause and convenience, Equal Employment Opportunity, the 26|December 26, 2014 4EGOIX4K 3E Davis-Bacon Act, the Contract Work Hours and Safety Standards Act, rights to inventions, environmental quality, energy efficiency, debarment and suspension, the Byrd Anti-Lobbying Amendment, and procurement of recovered materials. SeeAppendix II to 2 C.F.R. Part 200 for a full explanation of these requirements. .05 Protections The National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 (Pub. L. No. 112-239, enacted January 2, 2013and codified at 41 U.S.C. §4712) includes a pilot program ofwhistleblowerprotection.Itapplies to all DOC awards,subawards, or contracts under awards issued beginning July 1, 2013 through January 1, 2017. The followingterm implements that law: In accordance with 41 U.S.C.§4712, an employee of a non-Federal entityor contractor under a Federal award or subaward may not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing to a person or body information that the employee reasonably believes is evidence of gross mismanagement of a Federal award, subaward,or acontract under a Federal awardor subaward, a gross waste of Federal funds, an abuse of authority relating to a Federal award orsubaward or contract under a Federal awardor subaward, a substantial and specific danger to public health or safety, or a violation of law, rule, orregulation related to a Federal award,subaward,or contract under a Federal awardor subaward. These persons or bodies include: a.A Member of Congress or a representative of a committee of Congress. b.An Inspector General. c.The Government Accountability Office. d.A Federal employee responsible for contract or grant oversight or management at the relevant agency. e.An authorized official of the Department of Justice or other law enforcement agency. f.A court or grand jury. g.A management official or other employee of the contractor, subcontractor, or grantee who has the responsibility to investigate, discover, or address misconduct. Non-Federal entities and contractors under Federal awardsand subawards shall inform their employees in writing of the rights and remedies provided under 41 U.S.C. §4712, in the predominant native language of the workforce. .06ǡMinorityǯ s In accordance with 2 C.F.R. § 200.321(“Contracting with small and minority businesses, women’s business enterprises, and labor surplus area firms”), the non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women’s business enterprises, and labor surplus areas firms are used when possible.DOCencourages non-Federal entitiesto 27|December 26, 2014 4EGOIX4K 3E utilize small businesses, minoritybusiness enterprises and women’s business enterprisesin contracts under financial assistance awards. The Minority Business Development Agency within the DOC will assist non-Federal entitiesin matching qualified minority business enterprises with contract opportunities. For further information visit MBDA’s website at http://www.mbda.gov.If you do not have access to the Internet, you may contact MBDA viatelephone or mail: U.S. Department of Commerce Minority Business Development Agency Herbert C. Hoover Building 14th Street and Constitution Avenue, N.W. Washington, D.C. 20230 (202) 482-0101 .07Ȁ a.The non-Federal entity, contractor, and/or subcontractor shall not sub-grant or sub-contract any part of the approved project to any agency or employee of DOCand/or other Federal department, agency,or instrumentality without the prior written approval of the GrantsOfficer. b.The non-Federal entity must submit requests for approval of such action to the Federal Program Officer who shall review and make a recommendation to the Grants Officer. The Grants Officermustforwardall requeststo the Federal Assistance Law Division in the Office of the Department of Commerce Assistant General Counsel for Finance and Litigationfor reviewprior tomakingthe final determination.The Grants Officerwill notify the non-Federal entityin writing of the final determination. KǤ REQUIREMENTS .01Non- No person in the United States shall, on the ground of race, color, national origin, handicap, age, religion, or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving Federal financial assistance. The non-Federal entity agrees to comply with the non-discrimination requirements below: a. 1.Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and DOC implementing regulations published at 15 C.F.R. Part 8 prohibiting discrimination on the grounds of race, color, or national origin under programs or activities receiving Federal financial assistance; 28|December 26, 2014 4EGOIX4K 3E 2.Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 et seq.) prohibiting discrimination on the basis of sex under Federally assisted education programs or activities; 3.The Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101 et seq.) prohibiting discrimination on the basis of disability under programs, activities, and services provided or made available by State and local governments or instrumentalities or agencies thereto, as well as public or private entities that provide public transportation; 4.Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C.§ 794),and DOC implementing regulations published at 15 C.F.R. Part 8b prohibiting discrimination on the basis of handicap under any program or activity receiving or benefiting from Federal assistance. For purposes of complying with the accessibility standards set forth in 15 C.F.R. §8b.18(c), non-federal entities must adhere to the regulations, published by the U.S.Department of Justice, implementing Title II of the Americans with Disabilities Act (ADA) (28C.F.R. part 35; 75 FR 56164, as amended by 76 FR 13285) and Title III of the ADA (28C.F.R. part 36; 75 FR 56164, as amended by 76 FR 13286). The revised regulations adopted new enforceable accessibility standards called the “2010 ADA Standards for Accessible Design” (2010 Standards), which replace and supersede the former Uniform Federal Accessibility Standards for new construction and alteration projects. 5.The Age Discrimination Act of 1975, as amended (42 U.S.C.§§ 6101 et seq.),and DOC implementing regulations published at 15 C.F.R.Part 20 prohibiting discrimination on the basis of age in programs or activities receiving Federal financial assistance;and 6.Any other applicable non-discrimination law(s). b. 3 1.Parts II and III of E.O.11246, “Equal Employment Opportunity,”(30FR12319, 1965), 2F which requires Federallyassisted construction contracts to include the nondiscrimination provisions of §§ 202 and 203 of E.O. 11246and Department of Labor regulations implementing E.O.11246 (41 C.F.R.§ 60-1.4(b), 1991). 2.E.O.13166 (65 FR 50121, 2000), “Improving Access to Services forPersons With Limited English Proficiency,”requiring Federal agencies to examine the services provided, identify any need for services to those with limited English proficiency (LEP), and develop and implement a system to provide those services so LEP persons can have 3 As amended by E.O. 11375 (32 FR 14303, 1967) and E.O. 12086 (43 FR 46501, 1978). 29|December 26, 2014 4EGOIX4K 3E meaningful access to them. TheDOC issued policy guidance on March 24, 2003 (68FR14180) to articulate the Title VI prohibition against national origin discrimination affecting LEP persons and to help ensure that non-Federal entitiesprovide meaningful access to their LEP applicants and beneficiaries. c. Generally, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq., provides that it shall be an unlawful employment practice for an employer to discharge any individual or otherwise to discriminate against an individual with respect to compensation, terms, conditions, or privileges of employment because of such individual’s race, color, religion, sex, or national origin. However, Title VII, 42 U.S.C. § 2000e-1(a), expressly exempts from the prohibition against discrimination on the basis of religion, a religious corporation, association, educational institution, or society with respect to the employment of individuals ofa particular religion to perform work connected with the carrying on by such corporation, association, educational institution, or society of its activities. .02 Environmental impacts must be considered by Federal decision makers in their decisions whether or not toapprove:(1) a proposal for Federal assistance; (2) the proposal with mitigation; or (3) a different proposal having less adverse environmental impacts. Federal environmental laws require that the funding agency initiate an earlyplanning process that considerspotential impacts that projects funded with Federal assistance may have on the environment. Each non-Federal entitymust comply with all environmental standards, to include those prescribed under the followingstatutes and E.O.s, and shall identify to the awarding agency any impact the award may have on the environment. In some cases, award funds can be withheld by the GrantsOfficer under a special award condition requiring the non-Federal entity to submit additional environmental compliance information sufficient to enable the DOCto make an assessment on any impacts that a project may have on the environment. a.ȋͶʹǤǤǤ§ȚͶ͵ʹͳǤȌ The National Environmental Policy Act (NEPA) and the Council on Environmental Quality (CEQ) implementing regulations (40 C.F.R.Parts 1500 through 1508) require that an environmental analysis be completed for all major Federal actions significantly affecting the environment. NEPA applies to the actions of Federal agencies and may include a Federal agency’s decision to fund non-Federal projects under grants and cooperative agreementswhen the award activities remain subject to Federal authority and control.Non-Federal entitiesare required to identify to the awarding agency any impact an award will have on the quality of the human environment, and assist the agency incomplyingwith NEPA. Non-Federal entitiesmay also be requested to assist DOCin drafting an environmental assessmentor environmental impact statementif DOCdetermines such documentationis required.Until such time as the appropriate NEPA documentation is completeand in the event that any additional information is required during the period of performanceto assess project environmental impacts, funds can be 30|December 26, 2014 4EGOIX4K 3E withheld by the Grants Officer under a special award condition requiring the non-Federal entity to submit the appropriate NEPA documentation sufficient to enable DOCto make an assessment on any impacts that a project may have on the environment. b.ȋͳ͸ǤǤǤ§§Ͷ͹ͲǤ) Section 106 of the National Historic Preservation Act (NHPA) (16 U.S.C. § 470f) and the Advisory Council on Historic Preservation implementing regulations (36 C.F.R. Part 800) require that Federal agencies take into account the effects of their undertakings on historic properties. Non-Federal entitiesare required to identify to the awarding agency any effects the award may have on properties included on or eligible for inclusion on the National Register of Historic Places. Non-Federal entitiesmay also be requested to assist DOCin consulting with State or Tribal Historic Preservation Officersor other applicable interested parties necessaryto identify, assess,and resolve adverse effects to historic properties. Until such time as the appropriate NHPA consultations and documentation arecompleteand in the event that any additional informationis required during the period of performance in order to assess project impacts on historic properties, funds can be withheld by the Grants Officer under a special award condition requiring the non-Federal entityto submit anyinformation sufficient to enable DOC to make the requisite assessmentunder the NHPA. c.ͳͳͻͺͺȋǲ ǳȌͳͳͻͻͲ ȋǲǳȌ Non-Federal entitiesmust identify proposed actions in Federally defined floodplains and wetlands to enable DOCto make a determination whether there is an alternative to minimize any potential harm. d.(ͶʹǤǤǤ§Ț͹ͶͲͳǤ)ǡ ȋ͵͵ ǤǤǤ§ȚͳʹͷͳǤ)()ǡ11738ȋǲ for ǡǳȌ Non-Federal entitiesmust comply with the provisions of the Clean Air Act (42 U.S.C. §§7401etseq.), Clean Water Act (33 U.S.C. §§1251et seq.), and E.O.11738(38 FR 25161, 1973), and shall not use a facility ontheEnvironmental Protection Agency’s(EPA)List of Violating Facilities(this list is incorporated into the Excluded Parties List System located at https://www.sam.gov/portal/public/SAM/)in performing any award that is nonexempt under 2C.F.R. § 1532, and shall notify the ProgramOfficer in writing if it intends to use a facility that is on the EPA List of Violating Facilities or knows that the facility has been recommended to be placed on the List. e. ȋͶʹǤǤǤ§ȚͶͲͲʹ.) Flood insurance, when available, is required for Federally assisted construction or acquisition in flood-prone areas. 31|December 26, 2014 4EGOIX4K 3E f.ȋͳ͸ǤǤǤ§Țͳͷ͵ͳǤȌ Non-Federal entitiesmust identify any impact or activities thatmay involve a threatened or endangered species. Federal agencies have the responsibility to ensure that no adverse effects to a protected species or habitat occur from actions under Federal assistance awards and conduct the reviewsrequiredunder the Endangered Species Act, as applicable. g.ȋͳ͸ǤǤǤ§ȚͳͶͷͳ.Ȍ Funded projects must be consistent with a coastal State’s approved management program for the coastal zone. h.ȋͳ͸ǤǤǤ§Ț͵ͷͲͳǤȌ Only in certain circumstances canFederal fundingbe providedfor actions within a Coastal Barrier System. i.ȋͳ͸ǤǤǤ§Țͳʹ͹ͳǤȌ This Act applies to awards that may affect existing or proposed components of the National Wild and Scenic Rivers system. j.ͳͻ͹ͶǡǡȋͶʹǤǤǤ§§300fǤȌ This Act precludes Federal assistance for any project that the EPA determines may contaminate a sole source aquifer so as to threaten public health. k.ȋͶʹǤǤǤ§Ț͸ͻͲͳetseq.) This Act regulates the generation, transportation, treatment, and disposal of hazardous wastes, and also provides that non-Federal entitiesgive preference in their procurement programs to the purchase of recycled products pursuant to EPA guidelines. l.ǡǡ (ǡSuperfund)ȋͶʹǤǤǤ§§ͻ͸Ͳͳ.) ȋ42ǤǤǤ§ͻ͸Ͳͳ seq.) These requirements address responsibilities related tohazardous substance releases,threatened releases and environmental cleanup. There arealso reporting and community involvement requirementsdesignedto ensure disclosure of the release or disposal of regulated substances and cleanup of hazardsto state and local emergency responders. 32|December 26, 2014 4EGOIX4K 3E m.ͳʹͺͻͺȋǲ ”) Federal agencies are required toidentifyand addressthe disproportionately high andadverse human health or environmental effects ofFederalprograms, policies,and activities on low income and minority populations. .03 REQUIREMENTS a. 1.The Program Fraud Civil Remedies Act (31 U.S.C. § 3801 et seq.), provides for the imposition of civil penalties against persons who make false, fictitious, or fraudulent claims to the Federal Government for money (including money representing grants, loans,or other benefits). 2.The False Claims Amendments Actof 1986and the False Statements Accountability Act of 1996(18U.S.C. §§ 287 and 1001, respectively), provide that whoever makes or presents any false, fictitious, or fraudulent statement, representation, or claim against the United States shall be subject to imprisonment of not more than five years and shall be subject to a fine in the amount provided by 18 U.S.C. § 287. 3.The Civil False Claims Act (31 U.S.C.§§3729-3733), provides that suits can be brought by the government, or a person on behalf of the government, for false claims made under Federal assistance programs. 4.The Copeland “Anti-Kickback” Act (18 U.S.C. § 874), prohibits a person or organization engaged in a Federally supported project from enticing an employee working on the project from giving up a part of his compensationunder an employment contract. The Copeland “Anti-Kickback” Act also applies to contractors and subcontractors pursuant to 40 U.S.C. §3145. b.Drug- The non-Federal entityshall comply with the provisions of the Drug-Free Workplace Act of 1988(41 U.S.C. § 8102)and DOCimplementing regulations published at 15C.F.R.Part 29 “Government wideRequirements for Drug-Free Workplace (Financial Assistance),”which require that the non-Federal entitytake steps to provide a drug-free workplace. c. 1.Eachnon-Federal entityshall comply with the provisions of the Fly America Act (49U.S.C. §40118). The implementing regulations of the Fly America Act are found at 41 C.F.R.§§301-10.131 through 301-10.143. 33|December 26, 2014 4EGOIX4K 3E 2.The Fly America Act requires that Federal travelers and others performing U.S.Government-financed air travel must use U.S. flag air carriers, to the extent that service by such carriers is available. Foreign air carriersmay be used only in specific instances, such as when a U.S. flag air carrier is unavailable, or use of U.S. flag air carrier service will not accomplish the agency’s mission. 3.One exception to the requirementto fly U.S. flag carriersistransportation provided under a bilateral or multilateral air transport agreement, to which the United States Government and the government of a foreign country are parties, and which the Department of Transportation has determined meets the requirements of the Fly America Act pursuant to 49 U.S.C.§40118(b). The United States Government has entered into bilateral/multilateral “Open Skies Agreements” (U.S. Government Procured Transportation) that allow federal funded transportation services for travel and cargo movementsto use foreign air carriers under certain circumstances.There are multiple “Open Skies Agreements” currently in effect. For more information aboutthe current bilateral and multilateral agreements, visit the GSA website http://www.gsa.gov/portal/content/103191.Information on the Open Skies agreements (U.S. Government Procured Transportation) and other specific country agreements may be accessed via the Department of State’s websitehttp://www.state.gov/e/eeb/tra/. 4.If a foreign air carrier is anticipated to be used for any portion of travelunder a DOC financial assistance awardthe non-Federal entitymust receive prior approval from the GrantsOfficer. When requesting such approval, the non-Federal entitymust provide a justification in accordance with guidance provided by 41 C.F.R.§301-10.142, which requires the non-Federal entityto provide the Grants Officer with the following: name; dates of travel; origin and destination of travel; detailed itinerary of travel;name of the air carrier and flight number for each leg of the trip; and a statement explaining why the non-Federal entitymeets one of the exceptions to the regulations. If the use of a foreign air carrier is pursuant to a bilateral agreement, the non-Federal entitymust provide the Grants Officer with a copy of the agreementor a citation to the official agreement available on the GSA website.The Grants Officer shall make the final determination and notify the non-Federal entityin writing. Failure to adhere to the provisions of the Fly America Act will result in the non-Federal entitynot being reimbursed for any transportation costs for which any non-Federal entityimproperly used a foreign air carrier. d. Pursuant to E.O.13043(62 FR 19217, 1997),non-Federal entitiesshould encourage employees and contractors to enforce on-the-job seat belt policies and programs when operating company- owned, rented,or personallyowned vehicles. 34|December 26, 2014 4EGOIX4K 3E e. 1.All proposed research involving human subjects must be conducted in accordance with 15C.F.R.Part 27, “Protection of Human Subjects.” No research involving human subjects is permitted under this award unless expressly authorized by special award condition, or otherwise in writing by the Grants Officer. 2.Federal policy defines a human subject as a living individual about whom an investigator conducting research obtains (1) data through intervention or interaction with the individual, or (2) identifiable private information. Research means a systematic investigation, including research development, testing and evaluation, designed to develop or contribute to generalizable knowledge. 3.DOCregulationsat 15C.F.R.Part 27 require that non-Federal entitiesmaintain appropriate policies and procedures for the protection of humansubjects. In the event it becomes evident that human subjects may be involved in this project, the non-Federal entityshall submit appropriate documentation to the Federal Program Officer for approval by the appropriate DOCofficials. This documentation may include: i.Documentation establishing approval of the project by an Institutional Review Board (IRB) approved for Federal-wide use under Department of Health and Human Services guidelines(see also15C.F.R.§ 27.103); ii.Documentation to support an exemption for the project under 15 C.F.R.§27.101(b); or iii.Documentation of IRB approval of any modification to a prior approved protocol or to an informed consent form. 4.No work involving human subjects may be undertaken, conducted, or costs incurred and/or charged for human subjects research, until the appropriate documentation is approved in writing by the Grants Officer. In accordance with 15 C.F.R. § 27.118, if research involving human subjects is proposed after an award is made, the non-Federal entity must contact the Federal Program Officer and provide required documentation. Notwithstanding this prohibition, work may be initiated or costs incurred and/or charged to the project for protocol or instrument development related to human subjects research. f. Federal agencies are generally barred from accepting funds from a non-Federal entityto pay transportation, travel, or other expenses for any Federal employee. Use of award funds (Federal or non-Federal) or the non-Federal entity’s provision of in-kind goods or services, for the purposes of transportation, travel, or any other expenses for any Federal employee may raise appropriation augmentation issues. In addition, DOCpolicy prohibits the acceptance of gifts, 35|December 26, 2014 4EGOIX4K 3E including travel payments for Federal employees, from non-Federal entitiesor applicants regardless of the source. g. Pursuant to E.O.s 13555(“White House Initiativeon Educational Excellence for Hispanics”) (75FR 65417, 2010),13592 (“Improving American Indian and Alaska Native Educational Opportunities and Strengthening Tribal Colleges and Universities”)(76 FR 76603, 2011) ,and 13532(“Promoting Excellence, Innovation, and Sustainability at Historically Black Colleges and Universities”)(75 FR 9749, 2010),DOCis strongly committed to broadening theparticipation of minority serving institutions (MSIs)in its financial assistance programs. DOC’s goals include achieving full participation of MSIs in order to advance the development of human potential, strengthen the Nation’s capacity to provide high-quality education, and increase opportunities for MSIs to participate in and benefit from Federal financial assistance programs. DOCencourages all applicants and non-Federal entitiesto include meaningful participation of MSIs. Institutions eligible to be considered MSIs are listed on the Department of Education website. h. The DOCadopts, and applies to financial assistance awards for research, the “Federal Policy on Research Misconduct”(Federal Policy) issued by the Executive Office of the President’s Office of Science and Technology Policy on December 6, 2000 (65 FR76260). As provided for in the Federal Policy, research misconduct refers to the fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reportingresearch results. Research misconductdoes not include honest errors or differences of opinion. Non-Federal entitiesthat conduct extramural research funded by DOCmust foster an atmosphere conducive to the responsible conduct of sponsored research by safeguarding against and resolving allegations of research misconduct.Non-Federal entitiesalso havethe primary responsibility to prevent, detect, and investigate allegations of research misconduct and, for this purpose, may rely on their internal policies and procedures, as appropriate, to do so.Non-Federal entities must notify the Grants Officer of any allegation that meets the definition of research misconduct anddetail the entity’s inquiry to determine whether there is sufficient evidence to proceed with an investigation, as well as the results of any investigation. The DOC may take appropriate administrative or enforcement action at any time under the award,upto and including award termination and possible suspension or debarment, and referral to the Commerce OIG, the U.S.Department of Justice, or other appropriate investigative body. i.ǡ, 1.Publication of results or findings in appropriate professional journals and production of video or other media is encouraged as an important method of recording,reporting and otherwise disseminating information and expanding public access to federally-funded projects (e.g.,scientific research). 36|December 26, 2014 4EGOIX4K 3E 2.Non-Federal entitiesmay be required to submit a copyof any publication materials, including but not limited to print, recorded,or Internet materials,to the funding agency. 3.When releasing information related to a funded project,non-Federal entitiesmustinclude a statement that the project or effort undertaken was or is sponsored by DOC. 4.Non-Federal entitiesareresponsible for assuring that every publication of material based on,developed under, or otherwise produced underaDOC financial assistanceaward, except scientific articles or papers appearing in scientific, technical,or professional journals, contains the following disclaimerorother disclaimer approved by the Grants Officer: This [report/video/etc.] was prepared by [non-Federal entityname]using Federal fundsunder award [number] from [name of operating unit], U.S. Department of Commerce. The statements, findings, conclusions, and recommendations are those of the author(s) and do not necessarily reflect the views of the [name of operating unit] or the U.S. Department of Commerce. j. Non-Federal entitiesmust comply with the Laboratory Animal Welfare Act of 1966, as amended, (Pub.L.No.89-544,7 U.S.C. §§2131et seq.) (animal acquisition, transport, care, handling, and use in projects), and implementing regulations(9C.F.R.Parts 1, 2, and 3); the Endangered Species Act (16 U.S.C. §§ 1531 et seq.); Marine Mammal Protection Act (16 U.S.C. §§1361etseq.) (taking possession, transport, purchase, sale, export or import of wildlife and plants); the Nonindigenous Aquatic Nuisance Prevention and Control Act (16 U.S.C. §§ 4701 etseq.) (ensure preventive measures are taken or that probable harm of using species is minimal if there is an escape or release); and all other applicable statutes pertaining to the care, handling, and treatment of warm-blooded animals held forresearch, teaching, or other activities supported byFederal financial assistance. No research involving vertebrate animals is permitted under any DOCfinancial assistance award unless authorized by the Grants Officer. k.ͳʹ If the performance of a grant award requires non-Federal entitypersonnel to haveroutine access toFederally-controlled facilities and/or Federally-controlled information systems(forpurpose of this term “routine access” is defined asmore than 180days), such personnel must undergo the personal identity verification credential process. In the case offoreign nationals, the DOC will conduct a check with U.S.Citizenship and Immigration Services’(USCIS) Verification Division, a component of the Department of Homeland Security (DHS), to ensure the individual is in a lawful immigration status and that heor she iseligible for employment within the United States. Any items or services delivered under a financial assistance award shall comply with DOC personal identity verification procedures that implement Homeland Security Presidential Directive 12,“Policy for a Common Identification Standard for Federal Employees and Contractors”,FIPS PUB 201, and OMB Memorandum M-05-24.The non-Federal entityshall 37|December 26, 2014 4EGOIX4K 3E ensure that its subrecipients and contractors (at all tiers) performingwork under this award comply with the requirements contained in this term.The Grants Officer may delay final payment under an award if the subrecipient or contractor fails to comply with the requirements listed in the term below.The non-Federal entityshall insert the followingterminall subawards andcontracts when the subaward non-Federal entityor contractor is required to have routine physical access to a Federally-controlled facility or routine access to a Federally-controlled information system: The subrecipient or contractor shall comply with DOC personal identity verification procedures identified in the subaward or contract that implement Homeland Security Presidential Directive 12 (HSPD-12), Office of Management and Budget (OMB) Guidance M-05-24, as amended, and Federal Information Processing Standards Publication (FIPSPUB) Number 201, as amended, for all employees under this subaward or contract who requireroutine physical access to a Federally-controlled facility or routine access to a Federally-controlled information system. The subrecipient or contractor shall account for all forms of Government-provided identification issued to the subrecipient or contractor employees in connection with performance under this subaward or contract. The subrecipient or contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by DOC: (1) When no longer needed for subaward or contract performance; (2) Upon completion of the subrecipient or contractor employee’s employment; (3) Upon subaward or contract completion or termination. l. 1.This clause applies to the extent that this financial assistance award involves access to export-controlleditems. 2.In performing this financial assistance award, a non-Federal entitymay gain access to items subject to export control (export-controlled items) under the Export Administration Regulations (EAR).The non-Federal entity isresponsible for compliance with all applicable laws and regulations regarding export-controlled items, including the EAR’sdeemed exports and reexports provisions.The non-Federal entity shall establish and maintain effective export compliance procedures at DOC and non-DOC facilities throughout performance of the financial assistance award.At a minimum, these export compliance procedures must include adequate controls of physical, verbal, visual, and electronic access to export-controlled items, includingby foreign nationals. 3.Definitions i.Export-controlled items.Items (commodities, software, or technology), that are subject to the EAR (15 C.F.R. §§ 730-774), implemented by the DOC’s Bureau of Industry and Security. These are generally known as “dual-use” items, items with a military and commercial application. 38|December 26, 2014 4EGOIX4K 3E ii.Deemed Export/Reexport.The EAR definesa deemed export as a release of export-controlled items (specifically, technology or source code)to a foreign national in the U.S. Such release is “deemed” tobe an export to the home country of the foreign national(see 15C.F.R.§ 734.2(b)(2)(ii)).A release may take the form of visual inspection, oral exchange of information, or the application abroad of knowledge or technical experience acquired in the U.S.If such a release occurs abroad, it is considered a deemed reexport to the foreign national’s home country. Licenses from DOC may be required for deemed exports or reexports. 4.The non-Federal entityshall control access to all export-controlled itemsthat it possesses or that comes into its possession in performance of this financial assistance award, to ensure that accessto, or release of, such items arerestricted, or licensed, as required by applicable Federal laws, E.O.s, and/or regulations, including the EAR. 5.Asapplicable, non-Federal entitypersonnel and associates at DOC sites will be informed of any procedures to identify and protect export-controlled items. 6.To the extent the non-Federal entitywishes to provide foreign nationals with access to export-controlled items, the non-Federal entityshall be responsible for obtaining any necessary licenses, including licenses required under the EAR for deemed exports or deemed reexports. 7.Nothing in the terms of this financial assistance award is intended to change,supersede, or waive the requirements of applicable Federal laws, E.O.sor regulations. 8.Compliance with this termwill not satisfy any legal obligations the non-Federal entity may have regarding items that may be subject to export controls administered by other agencies such as the Department of State, which has jurisdiction over exports of munitions items subject to the International Traffic in Arms Regulations (ITAR) (22 C.F.R. §§ 120-130), including releases of such items to foreign nationals. 9.The non-Federal entityshall include this clause, including this paragraph (i), in all lower tiertransactions (subawards, contracts, and subcontracts) under this financial assistance award that may involve access to export-controlled items. m.ʹͲͲͲȋʹʹǤǤǤ§͹ͳͲͶȋȌȌǡǡ ʹC.F.R.Pͳ͹ͷ The Trafficking Victims Protection Act of 2000 authorizes termination of financial assistance provided to a private entity, without penalty to the Federal Government, if any non-Federal entity engages in certain activities relatedto trafficking in persons.The DOChereby incorporates the following award term required by 2 C.F.R. § 175.15(b).Seehttp://www.gpo.gov/fdsys/pkg/CFR- 2012-title2-vol1/pdf/CFR-2012-title2-vol1-sec175-15.pdf. 39|December 26, 2014 4EGOIX4K 3E Award Term from 2 C.F.R. § 175.15(b): 8VEJJMGOMRKMRTIVWSRW. a.4VSZMWMSRWETTPMGEFPIXSEVIGMTMIRXXLEXMWETVMZEXIIRXMX]. 1.You as the recipient, your employees, subrecipients under this award, and subrecipients’ employees may not— i.Engage in severe forms of trafficking in persons during the period of time that the award is in effect; ii.Procure a commercial sex act during the period of time that the award is in effect; or iii.Use forced labor in the performance of the award or subawards under the award. 2.We as the Federal awarding agency may unilaterally terminate thisaward, without penalty, if you or a subrecipient that is a private entity — i.Is determined to have violated a prohibition in paragraph a.1 of this award term; or ii.Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either—(A) Associated with performance under this award; or (B)Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 C.F.R. Part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by DOC at 2 C.F.R.Part 1326, “Nonprocurement Debarment and Suspension.” b.4VSZMWMSRETTPMGEFPIXSEVIGMTMIRXSXLIVXLERETVMZEXIIRXMX]. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity— 1.Is determined to have violated an applicable prohibitionin paragraph a.1 of this award term; or 2.Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either— i.Associated with performance under this award; or ii.Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 C.F.R.Part 180,“OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by DOCat 2 C.F.R. Part 1326, “Nonprocurement Debarment and Suspension.” 40|December 26, 2014 4EGOIX4K 3E c.4VSZMWMSRWETTPMGEFPIXSER]VIGMTMIRX. 1.You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term. 2.Our right to terminate unilaterally that is described in paragraph a.2 or b of this section: i.Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and ii.Is in addition to all other remedies for noncompliance that are available to us underthis award. 3.You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity. d.(IJMRMXMSRW*SVTYVTSWIWSJXLMWE[EVHXIVQ: 1.“Employee”means either: i.An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or ii.ii. Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. 2.“Forced labor”means:labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. 3.“Private entity”: i.Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 C.F.R. §175.25; ii.ii. Includes: (A)A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 C.F.R. §175.25(b);and(B)A for-profit organization. 4.“Severe forms of trafficking in persons,”“commercial sex act,”and“coercion”have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. §7102). 41|December 26, 2014 4EGOIX4K 3E n. ʹͲͲ͸ȋǤǤǤ 109-ʹͺʹǡ͵ͳǤǤǤȚ͸ͳͲͳnote) 1.Searchable Website Requirements.The Federal Funding Accountability and Transparency Act of 2006 (FFATA)requires information on Federal awards (Federal financial assistance and expenditures) be made available to the public via a single, searchable website.This information is available atwww.USASpending.gov.Recipients and subrecipients must include the following required data elementsin their application: Name of entity receiving award; Award amount; Transaction type, funding agency, Catalog of Federal Domestic Assistance Number, and descriptive award title; Location of entity, primary location of performance (City/State/Congressional District/Country; and Unique identifier of entity. See also2 C.F.R. § 200.211(“Public access to Federal award information”). 2.Reporting Subawardsand Executive Compensation.Prime grant recipients awarded a new Federal grant greater than or equal to $25,000 onor afterOctober 1, 2010, other than those funded by the Recovery Act,are subject to FFATA subaward reporting requirements as outlined in the OMBguidance issued August 27, 2010.The prime recipientis required to file a FFATA subaward report by the end of the month following the month in which the prime recipient awards any sub-grant greater than or equal to $25,000.SeePub. L. No.109-282, as amended by section 6202(a) of Pub.L.No.110-252 (see31U.S.C. 6101 note).The reporting requirements are located in Appendix A of 2C.F.R. Part 170 and are available onthe Government Printing Office’s (GPO’s)FDsys website: http://www.gpo.gov/fdsys/pkg/CFR-2011-title2-vol1/pdf/CFR- 2011-title2-vol1-part170-appA.pdf. Award Term from Appendix A of 2 C.F.R. Part 170: 6ITSVXMRK7YFE[EVHWERH)\IGYXMZI'SQTIRWEXMSR a.6ITSVXMRKSJJMVWXXMIVWYFE[EVHW. 1.Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recoveryand Reinvestment Act of 2009, Pub. L. No. 111–5) for a subaward to an entity (see definitions in paragraph e. of this award term). 42|December 26, 2014 4EGOIX4K 3E 2.;LIVIERH[LIRXSVITSVX. i.You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov. ii.For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must bereported by no later than December 31, 2010.) 3.;LEXXSVITSVX. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify. b.6ITSVXMRK8SXEP'SQTIRWEXMSRSJ6IGMTMIRX)\IGYXMZIW. 1.%TTPMGEFMPMX]ERH[LEXXSVITSVX. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if— i.the total Federal funding authorized to date under this award is $25,000 or more; ii.inthe preceding fiscal year, you received— (A)80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. § 170.320 (and subawards); and (B)$25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. §170.320 (and subawards); and iii.The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2.;LIVIERH[LIRXSVITSVX. You must report executive total compensation described in paragraph b.1. of this award term: i.As part of your registration profile at http://www.ccr.gov. ii.By the end of the month following the month in which this award is made, and annually thereafter. 43|December 26, 2014 4EGOIX4K 3E c. 6ITSVXMRKSJ8SXEP'SQTIRWEXMSRSJ7YFVIGMTMIRX)\IGYXMZIW. 1.%TTPMGEFMPMX]ERH[LEXXSVITSVX. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient’s five most highly compensated executives for the subrecipient’s preceding completed fiscal year, if— i.in the subrecipient’s preceding fiscal year, the subrecipient received— (A)80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. § 170.320 (and subawards); and (B)$25,000,000 or more in annual gross revenues from Federal procurement contracts(and subcontracts), and Federal financial assistance subject to the Transparency Act(and subawards); and ii.The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.). See also 2C.F.R. § 200.300(b). 2.;LIVIERH[LIRXSVITSVX. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i.To the recipient. ii.By the end of the month following the month during which you make the subaward. For example, if a subawardis obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d.)\IQTXMSRW. If, in the previous tax year, youhad gross income, from all sources, under $300,000, you are exempt from the requirements to report:i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. (IJMRMXMSRW. For purposes of this award term: 1.Entity means all of the following, as defined in 2 C.F.R. Part 25: 44|December 26, 2014 4EGOIX4K 3E i.A Governmental organization, which is a State, local government, or Indian tribe; ii.A foreign public entity; iii.A domestic or foreign nonprofit organization; iv.A domestic or foreign for-profit organization; v.A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 2.Executive means officers, managing partners, or any other employees in management positions. 3.Subaward: i.This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii.The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. __.210 of the attachment to OMB Circular A–133, "Audits of States, Local Governments, and Non-Profit Organizations"). iii.A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4.Subrecipient means an entity that: i.Receives a subaward from you (the recipient) under this award; and ii.Is accountable to you for the use of the Federal funds provided by the subaward. 5.Total compensation means the cash and noncash dollar value earned by the executive during the recipient’s or subrecipient’s preceding fiscal year and includes the following (for more information see 17 C.F.R. §229.402(c)(2)): i.Salary and bonus. ii.Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordancewith the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii.Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plansthat do not discriminate in favor of executives, and are available generally to all salaried employees. iv.Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v.Above-market earnings on deferred compensation which is not tax-qualified. 45|December 26, 2014 4EGOIX4K 3E vi.Other compensation, if the aggregate value of all such other compensation (e.g.severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. 3.Central Contractor Registration (CCR) and Universal Identifier requirements.In accordance with 2 C.F.R. Part 25, recipients must obtain a DUNS number and maintain an active registration in the CCR database. Inaddition, recipientsmust notify potential first-tier subrecipients that no entity may receive a first-tier subaward unless the entity has provided its DUNS number to the prime recipient. The requirements are located in Appendix A of 2 C.F.R. Part 25 and are available on GOP’s FDsys website at: http://www.gpo.gov/fdsys/pkg/CFR-2014-title2-vol1/pdf/CFR-2014-title2-vol1- part25.pdf. Award Term from Appendix A of 2 C.F.R. Part 25: 'IRXVEP'SRXVEGXSV6IKMWXVEXMSRERH9RMZIVWEP-HIRXMJMIV6IUYMVIQIRXW a.6IUYMVIQIRXJSV'IRXVEP'SRXVEGXSV6IKMWXVEXMSR ''6 .Unless you are exempted from this requirement under 2 C.F.R.§25.110, you as the recipient must maintain the currency of your information in the CCR until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. b.6IUYMVIQIRXJSV(EXE9RMZIVWEP2YQFIVMRK7]WXIQ (927 2YQFIVW.If you are authorized to make subawards under this award, you: 1.Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its DUNS number to you. 2.May not make a subaward to an entity unless the entity has provided its DUNS number to you. c.(IJMRMXMSRWJSVTYVTSWIWSJXLMWE[EVHXIVQ: 1.Central Contractor Registration (CCR) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the System for Award ManagementInternet site (currently at https://www.sam.gov/portal/public/SAM/). 2.Data Universal Numbering System(DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business entities. A DUNS number may be obtained from D&B by telephone 46|December 26, 2014 4EGOIX4K 3E (currently 866–705–5711) or the Internet (currently at http://fedgov.dnb.com/webform). 3.Entity, as it is used in this award term, means all of the following, as defined at 2C.F.R.part 25, subpart C: a.A Governmental organization, which is a State, local government, or Indian Tribe; b.A foreign public entity; c.A domestic or foreign nonprofit organization; d.A domestic or foreign for-profit organization; and e.A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 4.Subaward: a.This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b.The term does not include your procurementof property and services needed to carry out the project or program (for further explanation, see Sec. __.210 of the attachment to OMB Circular A–133,“Audits of States, Local Governments, and Non-Profit Organizations”). c.A subaward may be provided throughany legal agreement, including an agreement that you consider a contract. 5.Subrecipient means an entity that: a.Receives a subaward from you under this award; and b.Is accountable to you for the use of the Federal funds provided by the subaward. See also2 C.F.R. § 200.300(b). 47|December 26, 2014 4EGOIX4K 3E n. Shutdown This term sets forth initial guidance that will be implemented for Federal assistance awards in the event of a lapse in appropriations, or a government shutdown.The Grants Officer may issue further guidance prior to an anticipatedshutdown. 1.Unless there is an actual rescission of funds for specific grant obligations, non-Federal entities under Federal financial assistance awards for which funds have been obligated generally will be able tocontinue to perform and incur allowable expenses under the award during a funding hiatus. Non-Federal entitiesare advised that ongoing activities by Federal employees involved in grant administration (including payment processing) or similar operational and administrative work cannot continue when there is a funding lapse. Therefore, there may be delays, includingpayment processing delays, in the event ofa shutdown. 2.All award actions will be delayed during a government shutdown;if it appears that a non-Federal entity’s performance under agrant or cooperative agreement will require agency involvement,direction, or clearance during the period of a possible government shutdown, the Program Officer or Grants Officer, as appropriate, may attempt to provide such involvement,direction, or clearance prior to theshutdownor advise non-Federal entitiesthat such involvement, direction, or clearance will not be forthcoming during the shutdown.Accordingly, non-Federal entitieswhose ability to withdraw funds is subject to prior agency approval,which in general are non-Federal entitiesthathave been designated high risk, non-Federal entities underconstruction awards, or are otherwise limited to reimbursements or subject to agency review,will be able to draw funds down from the relevant Automatic Standard Application for Payment (ASAP)account only if agency approval is given and coded into ASAP prior to any government shutdown or closure. This limitation may not be lifted during a government shutdown. Non-Federal entitiesshouldplan towork with the Grants Officer to request prior approvals in advance of a shutdown wherever possible. Non-Federal entitieswhose authority to draw down award funds is restricted may decide to suspend work until the government reopens. 3.The ASAP system should remain operationalduring a government shutdown.Non-Federal entitiesthatdo not require any Grants Officeror agency approval to draw down advance funds from their ASAP accounts should be able to do so during a shutdown. The 30-day limitation on the drawdownof advance funds will still apply notwithstanding a government shutdown and advanced funds held for more than 30 days will have to be returned with interest. 48|December 26, 2014 4EGOIX4K