Attachment 1 - Model Assistance Instrument.pdf

Grant/Cooperative Agreement Award

1. AWARD NO.

FA8650-22-2-5720

2. EFFECTIVE DATE

3. PURCHASE REQUEST NO.

See Block 16

4. CFDA NO.

PAGE OF

1 22

5. ISSUE BY AFRL/RXKM CODE FA8650 6. AWARDED TO

CAGE CODE 7. AUTHORITY

USAF/AFMC

AFRL WRIGHT RESEARCH SITE

2130 EIGHTH STREET BUILDING 45

WRIGHT-PATTERSON AFB OH 45433-7541

RICHARD K. PORTER 9377139807

richard.porter.12@us.af.mil

8. PERIOD OF PERFORMANCE

9. SCOPE / AGREEMENT TERMS

AFRL Digital Transformation Technologies and Processes

MODEL COOPERATIVE AGREEMENT

10. RECIPIENT PRINCIPAL INVESTIGATOR

11. OTHER SPONSORING AGENCY(S)

12. ADMINISTRATIVE OFFICE

CODE 13. PAYING OFFICE CODE:

14 STAFF JUDGE ADVOCATE OFFICE

15. GOVT PROGRAM MANAGER (Name, Org, Tel, Email)

16. ALLOCATED FUNDING: The following funds with associated Accounting Classification reference number(s) (ACRNs) are allotted to this agreement:

ACRN

FUND CITATION(s)

AMOUNT

SPECIAL INSTRUCTIONS: PAYMENT WILL BE MADE BY ELECTRONIC FUNDS TRANSFER.

PAYING OFFICE INSTRUCTIONS:

PAYMENT SCHEDULE (if applicable):

17. TOTAL FUNDS OBLIGATED Government Share

$0.00

Recipient Share

$0.00

Total

$0.00

18 INVOICE INSTRUCTION

19. AMOUNT OF AWARD Government Share

$49,075,000.00

Recipient Share

$0.00

Total

$49,075,000.00

20. OPTIONS Government Share Recipient Share Total 21. PERIOD

FOR THE RECIPIENT FOR THE UNITED STATES OF AMERICA

22. SIGNATURE

23. SIGNATURE

24. NAME AND TITLE

25. DATE SIGNED

26. NAME AND TITLE

27. DATE SIGNED

GRANTS OFFICER

ConWrite Version 7.5.0.1 Created 10 Nov 2021 2:39 PM

FA8650-22-2-5720PAGE 2 OF 22

TABLE OF CONTENTS

PART 1 ADMINISTRATIVE INFORMATION

1.01 ADMINISTRATIVE RESPONSIBILITIES

1.030 DELEGATION OF ADMINISTRATION

PART 2 TERM

2.011 TERMINATION

2.012 TRAFFICKING IN PERSONS

2.020 ENFORCEMENT

2.040 MODIFICATIONS

2.05 TERM OF THE AGREEMENT

PART 3 MANAGEMENT OF THE PROGRAM

3.010 PROPERTY SYSTEM

3.020 TITLE TO PROPERTY

3.04 SCOPE AND MANAGEMENT OF THE PROGRAM

3.05 BASE SUPPORT

3.06 ACCESS TO USAF BASES, AFRL FACILITIES AND/OR U.S. GOVERNMENT

INFORMATION TECHNOLOGY NETWORKS

3.07 PROPERTY CONTROL LIST

PART 4 FINANCIAL MATTERS

4.010 INCREMENTAL FUNDING

4.026 PAYMENT - REIMBURSEMENT AND COST SHARING - WAWF (ONR)

4.027 PAYMENT - REIMBURSEMENT AND COST SHARING - WAWF (DCMA)

4.032 PROGRAM INCOME - RESEARCH

4.040 COST SHARING

4.050 COST PRINCIPLES

4.060 STANDARDS FOR FINANCIAL MANAGEMENT

4.070 NON-FEDERAL AUDITS

4.080 RETENTION AND ACCESS TO RECORDS

4.091 REVISION OF BUDGETS AND PROGRAM PLANS

4.10 AUDIT REQUIREMENTS

4.11 ALLOTTED FUNDING - INCREMENTAL FUNDED

PART 5 CLAIMS, DISPUTES AND APPEALS

5.010 CLAIMS, DISPUTES AND APPEALS - INCORPORATED BY REFERENCE

5.011 CLAIMS, DISPUTES AND APPEALS

PART 6 INTELLECTUAL PROPERTY RIGHTS

6.010 EXPORT CONTROL

6.021 INVENTIONS

6.030 DATA RIGHTS

PART 7 TECHNICAL AND FINANCIAL REPORTING

7.011 PERFORMANCE REPORTS - ANNUAL

7.022 FINANCIAL REPORTS - ADVANCE AND/OR REIMBURSEMENT

7.030 PUBLISHING PROJECT RESULTS

7.040 FINAL PERFORMANCE REPORT

7.050 REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION

7.06 REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND

PERFORMANCE

7.060 DISCLOSURE OF INFORMATION

FA8650-22-2-5720PAGE 3 OF 22

PART 8 MISCELLANEOUS PERFORMANCE ISSUES

8.010 PROCUREMENT SYSTEM

8.020 CLOSEOUT, ADJUSTMENT, CONTINUING RESPONSIBILITIES AND COLLECTION -

REIMBURSEMENT

8.030 USING TECHNICAL INFORMATION RESOURCES

8.050 SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER

REQUIREMENTS

PART 9 NATIONAL POLICY MATTERS AND ASSURANCES

9.010 MILITARY RECRUITING ON CAMPUS

9.020 U.S. FLAG AIR CARRIERS

9.043 ASSURANCES

9.06 OFFICIALS NOT TO BENEFIT

9.10 SECTION 889 (AUG 2020) WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS

1.01 ADMINISTRATIVE RESPONSIBILITIES (NOV 2021)

a) Government Representatives are:

Grants Officer: Richard K. Porter AFRL/RXKM, e-mail: richard.porter.12@us.af.mil; phone (801) 719-9512 Government Program Manager: Brenchley Boden, AFRL/RXMD, e-mail: brenchley.boden@us.af.mil;

phone (937) 904-4360

Finance: TBD

Grants Administration Office: TBD

Paying Office: TBD

1.030 DELEGATION OF ADMINISTRATION (NOV 1999)

The administrative duties listed below have been delegated to the grants administration office:

(a) During performance:

(1) Approve provisionally all Requests for Advance or Reimbursement (SF 270).

(2) Perform property administration.

(3) Perform plant clearance.

(4) Approve requests for Registration of Scientific and Technical Information Services (DD Form1540).

(5) Perform cash management by reviewing quarterly Report of Federal Cash Transactions (SF 272) and, after conferring with the AFRL grants officer, make appropriate adjustments to predetermined scheduled payments by modifying the agreement.

(b) Upon expiration of agreements:

(1) Obtain final payment request, if any.

(2) Obtain the final Financial Status Report (SF 269).

(3) Obtain the final SF 272, if applicable.

(4) Obtain final property report and dispose of Government property on those assistance awards containing residual Government Property.

(5) Perform a review of final incurred costs and assist the awarding grants officer in resolving exceptions, if any, resulting from questioned costs.

(6) Perform cost sharing adjustments, if applicable.

(7) Assure that all refunds due the Government are received.

(8) Notify the grants officer when the final SF270, SF272 and/or SF269 indicates an unexpended balance.

2.011 TERMINATION (MAR 2015) (TAILORED)

(a) The grants officer may terminate this agreement by written notice to the recipient upon a finding that the recipient has failed to comply with the material provisions of this agreement.

(b) Additionally, this agreement may be terminated by either party upon written notice to the other party. Such written notice shall be preceded by consultation between the parties. If the recipient initiates the termination, written notification shall be provided to the grants officer at least 30 days prior to the requested effective date. The notification shall state the reasons for the termination, the requested effective date, and, if a partial termination, the portion to be terminated. If the grants officer determines, in the case of a partial termination, that the reduced or modified portion of the award will not accomplish the purpose for which the award was made, the grants officer may terminate the award in its entirety.

(c) The Government and the recipient will negotiate in good faith an equitable reimbursement for work performed toward accomplishment of program goals. The Government will allow full credit to the recipient for the Government share of the obligations properly incurred by the recipient prior to termination, and those non-cancelable obligations that remain after the termination. The cost principles and procedures described in the article entitled "Cost Principles" shall govern all costs claimed, agreed to, or determined under this article.

(d) If this agreement is incrementally funded, it may be terminated in the absence of additional government funding as set forth in the article entitled Incremental Funding.

(e) In the event of a termination, the Government shall have a paid-up Government purpose license in any subject invention, copyright work and data made or developed under this agreement.

(f) If this agreement is terminated, the Government has the rights identified in and the recipient shall comply with the article entitled Closeout, Adjustments, Continuing Responsibilities and Collection.

(g) Notwithstanding the above, for security or safety reasons or in the case of a serious breach that could lead to irreparable damage, the grants officer may order immediate suspension of work, in whole or in part.

2.012 TRAFFICKING IN PERSONS (MAR 2015) (TAILORED)

This award is subject to the requirements of section 106 (g) of the Trafficking Victims Protection Act of 2000 (22 U.S.C. 7104, as implemented by 2 CFR 175). If the recipient or any subawardee (i) engages in severe forms of trafficking in persons or has procured a commercial sex act during that the period of time of the grant or cooperative agreement is in effect or (ii) uses forced labor in the performance of the grant or cooperative agreement, the Government shall be authorized to terminate the grant or cooperative agreement without penalty.

have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).

2.020 ENFORCEMENT (MAR 2015) (TAILORED)

In addition to the remedies identified in the article entitled Termination, the Government may use any of the remedies identified in 2 CFR 200 § 339 when determined appropriate.

2.040 MODIFICATIONS (MAR 2015) (TAILORED)

(a) Modifications to this agreement may be proposed by either party. Recipient recommendations for any modifications to this agreement shall be submitted in writing to the Government program manager before the desired effective date with a copy to the grants officer. The recipient shall detail the technical, chronological, and financial impact of the proposed modification to the program. Changes are effective only after the agreement has been modified. Only the grants officer has the authority to act on behalf of the Government to modify this agreement. If the Government agrees to the proposed modification without change, the grants officer may issue a modification unilaterally approving the request.

(b) The grants officer or administrative grants officer may unilaterally issue minor or administrative agreement modifications (e.g., changes in the paying office or appropriation data, changes to Government personnel identified in the agreement, etc).

2.05 TERM OF THE AGREEMENT (NOV 2021)

The term of this Agreement is 75 months, 72 months plus 3 months for completing the final report, commencing on the effective date of this Agreement.

If all funds are expended prior to the end of the term (including recipient contributions both cash and inkind), the parties have no obligation to continue and may elect to cease performance at that point.

Articles in this agreement which by their express terms or by necessary implication, apply for periods of time other than specified in this article shall be given effect, notwithstanding this article.

3.010 PROPERTY SYSTEM (MAR 2015) (TAILORED)

The recipient's property system shall meet the standards as set forth in 2 CFR 200 § 310 - 316.

3.020 TITLE TO PROPERTY (MAR 2015) (TAILORED)

Unless otherwise stated in the Award, title to personal property acquired with agreement funds shall vest in the recipient upon acquisition, except that supplies shall be managed in accordance with 2 CFR 200 §

314. Title to real property shall vest in the recipient subject to conditions contained in 2 CFR 200 §311.

The recipient shall dispose of real property in accordance with grants officer instructions issued pursuant to 2 CFR 200 § 311.

3.04 SCOPE AND MANAGEMENT OF THE PROGRAM (MAR 2015)

(a) The Government and the recipient are bound to each other by a duty of good faith and best effort to achieve the goals of this agreement. This agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or other business organization.

(b) The recipient shall perform a coordinated research and development program carried out in accordance with the statement of work entitled, "TITLE", dated “DATE”. The recipient shall submit all documentation required by Part 7, Technical and Financial Reporting.

(c) The recipient shall accomplish the overall management, including technical, programmatic, reporting, financial and administrative matters, of the coordinated research program. The Government program manager(s) may interact with the recipient to promote effective collaboration between the recipient and the Government.

3.05 BASE SUPPORT (MAR 2015)

Base support shall be provided by the Government to the recipient in accordance with this article.

(a) Base support includes Government-controlled working space, material, equipment, services (including automatic data processing), or other support (excluding use of the Defense Switched Network (DSN)) which the Government determines can be made available at, or through, any Air Force installation where this agreement shall be performed.

(b) Following are installations where base support will be provided: TBD

3.06 ACCESS TO USAF BASES, AFRL FACILITIES AND/OR U.S. GOVERNMENT INFORMATION

TECHNOLOGY NETWORKS (NOV 2016)

Recipient employees requiring access to USAF bases, AFRL facilities, and/or access to U.S. Government Information Technology networks in connection with the work on this agreement must be U.S. citizens.

Possession of a permanent resident card (“Green Card”) does not equate to U.S. citizenship. This requirement does not apply to foreign nationals approved by the U.S. Department of Defense or U.S.

State Department under international personnel exchange agreements with foreign governments. Any waivers to this requirement must be granted in writing by the Grants Officer prior to providing access.

The above requirements are in addition to any other agreement requirements related to obtaining a Common Access Card (CAC).

3.07 PROPERTY CONTROL LIST (NOV 2019)

The recipient’s property management system shall include the following, for property that is Federally owned, and for equipment that is acquired in whole or in part with Federal funds. Attachment TBD, Property Control List, shall be utilized for the tracking of property under this Agreement and shall be submitted quarterly to the Government Program Manager identified in the Article 1.020 entitled, “Administrative Responsibilities.”

(a) Property records shall be maintained, to include the following information:

(1) A description of the property.

(2) Manufacturer’s serial number, model number, Federal stock number, national stock number, or any other identification number.

(3) Source of the property, including the award number

(4) Whether title vests in the recipient or the Federal Government.

(5) Acquisition date (or date received, if the property was furnished by the Federal Government) and cost.

(6) Information from which one can calculate the percentage of Federal participation in the cost of the property (not applicable to property furnished by the Federal Government).

(7) The location and condition of the property and the date the information was reported.

(8) Ultimate disposition data, including date of disposal and sales price or the method used to determine current fair market value where a recipient compensates the Federal Government for its share.

(b) Federally owned equipment shall be marked, to indicate Federal ownership.

(c) A physical inventory shall be taken and the results reconciled with the property records at least once every two years. Any differences between quantities determined by the physical inspection and those shown in the accounting records shall be investigated to determine the causes of the

4.010 INCREMENTAL FUNDING (MAR 2015) (TAILORED)

(a) In no event is the Government obligated to reimburse the recipient for expenditures in excess of the total funds allotted by the Government to this agreement. The Government anticipates that from time to time additional amounts will be allotted to this agreement by unilateral modification, until the total Government share is fully funded.

(b) If additional funds are not made available, this agreement may be terminated pursuant to the article entitled Termination. The recipient is not obligated to continue performance or otherwise incur costs in excess of the amount then allotted to the agreement by the Government or, if this is a cost sharing agreement, the amount then allotted by the Government to the agreement plus the recipient's corresponding share, until the grants officer notifies the recipient in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this agreement. When and to the extent that the amount allotted by the Government to the agreement is increased, any costs the recipient incurs before the increase that are in excess of the amount previously allotted by the Government or if this is a cost-sharing agreement, the amount previously allotted by the Government to the agreement plus the recipient's corresponding share, shall be allowable to the same extent as if incurred afterward, unless the grants officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

4.026 PAYMENT - REIMBURSEMENT AND COST SHARING - WAWF (ONR) (MAY 2014)

(TAILORED)

(a) The recipient shall be reimbursed by electronically submitting Standard Form (SF) 270, Requests for Advance or Reimbursement, through Wide Area Work Flow (WAWF), https://wawf.eb.mil. Each request for payment shall include the total costs incurred and the amounts of recipient and Government cost share. The Government agrees to reimburse the recipient no more than the Government cost share percentage of all but the final payment requests submitted. The final payment will reflect the percentage representing the balance of Government cost share. Final payment will be made only after delivery and acceptance of the final report prepared in accordance with the article entitled Statement of Work..

(b) The following codes will be required to route requests and emails correctly through WAWF.

[Tailor code information based on local procedures.]

AWARD NUMBER: TBD

TYPE OF DOCUMENT: SF 270

CAGE CODE: TBD

ISSUED BY DODAAC: FA8650

ADMIN DODAAC: TBD

GOVERNMENT PROGRAM MANAGER: Brenchley Boden, AFRL/RXMD

SERVICE ACCEPTOR OFFICE DODAAC: TBD

PAY OFFICE DODAAC: TBD

APPROVAL OFFICE DODAAC: TBD

SEND E-MAIL NOTIFICATIONS for completed SF 270: TBD

(c) WAWF has been designated as the Department of Defense standard for electronic invoicing and payment. To facilitate this effort for universities and non-profit organizations with awards administered by the Office of Naval Research (ONR) Regional Offices, DoD has established the ONR Electronic Payment System (PayWeb), https://onronline.onr.navy.mil/payweb/, as an initial entry point to WAWF. If the recipient participates in the PayWeb system, electronic requests for payment shall be submitted to the Administrative Grants Officer (AGO) at the Administrative Office in Block 12 of the award using the standard PayWeb processes.

(d) Participation in the PayWeb system requires the recipient to obtain an External Certificate Authority (ECA) certificate from an approved certificate authority for access. Operational Research Consultants (ORC), http://www.eca.orc.com, and VeriSign, http://www.verisign.com/gov/ieca, are approved ECA authorities. Questions or requests for technical assistance in implementing certificates should be addressed to the Navy PKI Help Desk at 1-800-304-4636. The recipient shall contact the AGO at the Administrative Office in Block 12 of the award for instructions to register in and use WAWF and PayWeb.

(e) Electronic submission of payment requests requires the recipient to register in WAWF and have the appropriate CAGE code activated. The recipient's System for Award Management (SAM) Electronic Business Point of Contact (EBPOC) is responsible for activating the CAGE code in WAWF by calling 1- 866-618-5988. Once the CAGE Code is activated, the CCR EBPOC will self-register in WAWF and follow the instructions for a group administrator. ONR Regional Offices will assist in this process. The ONR Regional Office is listed as the Administrative Office in Block Statement of Work of the award.

(f) If the recipient does not participate in the ONR PayWeb system, payment requests may be submitted electronically via WAWF. The recipient shall contact the AGO at the Administrative Office in Block 12 of the award for instructions regarding registration in and use of WAWF.

(g) Recipients may also request reimbursement by submitting original SFs 270, Requests for Advance or Reimbursement, to the Administrative Grants Officer (AGO) with a copy to the AFRL Grants/ Agreements Officer and AFRL Program Manager.

4.027 PAYMENT - REIMBURSEMENT AND COST SHARING - WAWF (DCMA) (MAY 2014)

(a) The recipient shall be reimbursed by electronically submitting Standard Form (SF) 270, Requests for Advance or Reimbursement, through Wide Area Work Flow (WAWF), https://wawf.eb.mil.

Each request for payment shall include the total costs incurred and the amounts of recipient and Government cost share. The Government agrees to reimburse the recipient no more than the Government cost share percentage of all but the final payment requests submitted. The final payment will reflect the percentage representing the balance of Government cost share. Final payment will be made only after delivery and acceptance of the final report prepared in accordance with the article entitled 12.

(b) The following codes will be required to route requests and emails correctly through WAWF.

[Tailor code information based on local procedures.]

AWARD NUMBER:

TYPE OF DOCUMENT: SF 270

CAGE CODE:

ISSUED BY DODAAC: FA____

ADMIN DODAAC:

GOVERNMENT PROGRAM MANAGER:

SERVICE ACCEPTOR OFFICE DODAAC: FAXXXX

PAY OFFICE DODAAC:

APPROVAL OFFICE DODAAC:

SEND E-MAIL NOTIFICATIONS for completed SF 270:

(c) The customer service number for Vendor Pay is (insert Pay office contact information).

Vendors may also check status of payments through MyInvoice, https://MyInvoice.csd.disa.mil.

Recipients must register in MyInvoice to gain access.

(d) Alternately, recipients may request reimbursement by submitting original SFs 270, Requests for Advance or Reimbursement, to the Administrative Grants Officer (AGO) with a copy to the AFRL Grants/Agreements Officer and AFRL Program Manager.

(e) To the maximum extent possible, payments will be made by electronic funds transfer (EFT) after AGO approval. Recipients may submit requests for monthly reimbursement when EFT payment is not used or as frequently as necessary when EFT payment is used.

(f) Final payment will be made only after delivery and acceptance of the final report prepared in accordance with the article entitled Statement of Work.

4.032 PROGRAM INCOME - RESEARCH (MAR 2015) (TAILORED)

(a) Any program income earned shall be used in accordance with 2 CFR 200 § 307 as follows:

(1) All program income earned during the project period shall be added to funds committed to the project by the Government and recipient organization and be used to further eligible program objectives.

(2) The recipient may deduct costs associated with generating program income from gross income to determine program income, provided these costs are not charged to the agreement.

(3) The recipient has no obligation to the Government for program income earned after the end of the project period.

(4) The recipient will have no obligation to the Government for program income earned from license fees and royalties for copyrighted material, patents, patent applications, trademarks and inventions produced under the agreement.

4.040 COST SHARING (JUN 2001)

(a) The recipient's contributions may count as cost sharing only to the extent that they comply with the criteria identified in DoDGARs 32.23(a).

(b) Unrecovered indirect costs may be included as cost sharing.

(c) Failure of either party to provide its respective total contribution may result in the grants officer issuing a unilateral modification to the agreement to reflect a proportional reduction in funding for the other party.

(d) In accordance with DoDGARs32.23(a)(1), the recipient shall be required to document only those cost sharing contributions included in the budget that are formally agreed to by the recipient and the Government and therefore considered the approved budget.

4.050 COST PRINCIPLES (MAR 2015) (TAILORED)

The cost principles applicable to this agreement are contained in 2 CFR 200, Subpart E, Cost Principles.

2 CFR 200 describes the cost principles for determining allowability of costs applicable to lower tier, cost type contracts or awards under this agreement shall be determined by type of entity receiving the lower tier contract or award.

4.060 STANDARDS FOR FINANCIAL MANAGEMENT (MAR 2015) (TAILORED)

The recipient's financial management system shall comply with the standards identified in 2 CFR 200 § 302.

4.070 NON-FEDERAL AUDITS (NOV 1999)

The recipient shall comply with the audit requirements of OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. Recipients shall mail audit reports required by Subpart C of OMB Circular A-133 to the Single Audit Clearinghouse, 1201 E. 10th Street, Jeffersonville IN 47132.

Subrecipient(s) shall comply with the audit requirements appropriate for the type of entity receiving the award as required by DoDGARs 32.26.

4.080 RETENTION AND ACCESS TO RECORDS (MAR 2015) (TAILORED)

Recipient's financial records, supporting documents, statistical records, and all other records pertinent to an award shall be retained and access to them permitted in accordance with 2 CFR 200 § 334-338.

4.091 REVISION OF BUDGETS AND PROGRAM PLANS (MAR 2015) (TAILORED)

The budget plan is the financial expression of the program as approved during the award process. The budget includes the sum of the Government cost share and the recipient cost share, if any. Recipients shall report deviations from budget and program plans and shall request prior approvals for budget and program plan revisions for all situations listed in 2 CFR 200 § 308.

4.10 AUDIT REQUIREMENTS (MAR 2015)

The recipient shall comply with the audit requirements of 2 CFR 200, Subpart F Audit requirements.

Subrecipient(s) shall comply with the audit requirements appropriate for the type of entity receiving the award as required.

4.11 ALLOTTED FUNDING - INCREMENTAL FUNDED (NOV 2021)

The following funds are allotted to this Agreement:

ACRN FUND CITATION(s) AMOUNT

AA TBD TBD

PR/MIPR#:

Descriptive Data:

JON:

ESP:

CSN:

FSR:

PSR:

DSR:

CIN:

5.010 CLAIMS, DISPUTES AND APPEALS - INCORPORATED BY REFERENCE (AUG 2001)

Recipient claims and disputes and appeals of grants officer decisions shall be processed in accordance with the procedures of DoDGARs 22.815.

5.011 CLAIMS, DISPUTES AND APPEALS (AUG 2001) (TAILORED)

(a) General. Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this article. Department of Defense (DoD) policy is to resolve issues through discussions and mutual agreement at the grants officer's level prior to submission of a claim.

Where unassisted negotiations fail to resolve issues in controversy, the parties agree to consider the use of Alternative Dispute Resolution (ADR) procedures to the maximum extent practicable.

(b) Alternative Dispute Resolution. ADR should be used whenever practicable as a relatively inexpensive and expeditious procedure to resolve issues in controversy. ADR is any mutually agreed to voluntary means of settling issues in controversy without resorting to formal administrative appeals or litigation. ADR techniques shall be mutually agreed to and may be used at any appropriate time during the process.

(c) Claims Resolution Process. When a claim cannot be resolved by the parties, the parties agree to use the procedures identified in DoDGARs 22.815 as the administrative process to resolve claims, disputes and appeals. For purposes of this article the Grant Appeal Authority will be the applicable AFRL Technology Director.

(d) Non-exclusivity of Remedies. Nothing in this article is intended to limit a recipient's right to any remedy under the law.

6.010 EXPORT CONTROL (NOV 1999) (TAILORED)

(a) The recipient’s system of internal controls must conform to OMB guidance in 2 CFR 200.303. With respect to paragraph (e) of 2 CFR 200.303, your internal control system must include measures to safeguard any information that Federal statute, Executive order, or regulation requires to be protected (e.g., personally identifiable or export controlled information), whether generated under the award or provided to you and identified as being subject to protection.

(b) Access to the technology developed under this agreement by foreign firms, institutions or individuals shall be controlled by the recipient under applicable U.S. export control laws.

(c) The recipient shall receive the grants officer approval before assigning or granting access to any work, equipment, or technical data generated or delivered under this agreement to foreign persons or their representatives. The notification shall include the name and country of origin of the foreign person or representative, the specific work, equipment, or data to which the person will have access.

6.021 INVENTIONS (AUG 2001) (TAILORED)

(a) The clause entitled Standard Patent Rights, (37 CFR 401.14(a)) is hereby incorporated by reference and is modified as follows: replace the word "contractor" with "recipient"; replace the words "agency," "Federal Agency" and "funding Federal Agency" with “Government"; replace the word "contract" with "agreement"; delete paragraphs (g) (2), (g)(3) and revise paragraph (g)(1) first sentence to read “for experimental, developmental or research work to be performed by a subcontractor.” Paragraph (l), Communications, point of contact on matters relating to this clause will be the servicing Staff Judge Advocate's office.

(b) Interim or final Invention Reports 1) listing subject invention(s) and stating that all subject inventions have been disclosed, or 2) stating that there are no such inventions, shall be sent to both the Administrative Grants Officer at the address located in the agreement and to the grants officer / patent administrator at det1.afrl.pk.patents@us.af.mil, with a courtesy copy (cc:) to the government Program Manager/Project Engineer. Please include in the subject line of the e-mail the contract number followed by the words "Invention Reporting." Also include in the body of the e-mail the names of the Government Project Engineer/Program Manager and his/her office symbol. The recipient shall file Invention (Patent) Reports on the DD Form 882, Report of Inventions and Subcontracts, as of the close of each performance year and at the end of the term for this agreement. Annual reports are due 90 days after the end of each year of performance and final reports are due 90 days after the expiration of the final performance period. Negative reports are also required annually.

(c) The DD Form 882 may also be used for the notification of any subaward(s) for experimental, developmental or research work which contain a "Patent Rights" clause, with a cc: to the government Program Manager/Project Engineer.

(d) All other notifications (e.g., disclosure of each subject invention to the grants officer within 2 months after the inventor discloses it) shall also be sent to the e-mail address above, with a cc: to the government Program Manager/Project Engineer.

(e) This provision also constitutes the request for the following information for any subject invention for which the recipient has retained ownership: 1) the filing date, 2) serial number and title, 3) a copy of the patent application and 4) patent number and issue date. Submittal shall be to the grants officer / patent administrator e-mail address listed above, with a cc: to the government Program Manager/Project Engineer.

6.030 DATA RIGHTS (NOV 1999) (TAILORED)

(a) All rights and title to data, as defined in 48 CFR 27.401, generated under this agreement shall vest in the recipient.

(b) Assertion of copyright.

(1) The recipient may assert copyright in any work that is eligible for copyright protection if the recipient acquires ownership of it under this award, either by developing it or otherwise.

(2) With respect to any work in which you assert copyright, DoD reserves a royalty-free, nonexclusive and irrevocable license to:

(i) Reproduce, publish, or otherwise use the work for Federal Government purposes; and

(ii) Authorize others to reproduce, publish, or otherwise use the work for Federal Government purposes.

(c) Data produced under the award.

(1) The Federal Government has the right to:

(i) Obtain, reproduce, publish, or otherwise use the data produced under this award; and

(ii) Authorize others to receive, reproduce, publish, or otherwise use the data produced under this award for Federal Government purposes.

(d) The recipient is responsible for affixing appropriate markings indicating rights on all data delivered under the agreement. The Government will have unlimited rights in all data delivered without markings.

(e) The recipient shall include this article, suitably modified to identify the parties, in all lower tier contracts and awards, regardless of tier, for experimental, developmental, or research work.

(f) When the intangible property is no longer needed for the originally authorized purpose, the recipient must contact the awarding office to arrange for disposition in accordance with the procedures specified in 2 CFR 200-313(e).

7.011 PERFORMANCE REPORTS - ANNUAL (JUN 2001) (TAILORED)

(a) Recipients shall submit Interim Performance Reports in accordance with this article and 2 CFR 200 §

328. The recipient may submit reports in electronic form.

(b) Content: Reports shall detail technical progress to date and report on all problems, technical issues, or major developments that arose during the reporting period. The reports shall discuss each of the topics listed below:

(1) A comparison of actual accomplishments with the goals and objectives established for the period, the findings of the investigator, or both.

(2) Reasons why established goals were not met, if appropriate.

(3) Other pertinent information including analysis and an explanation of cost overruns.

(c) Submission: The recipient shall submit Interim Performance Reports quarterly within 30 days after completion of the reporting period throughout the term of the agreement. The first period begins on the effective date of the agreement.

The following reports are required:

1. Financial Report (Quarterly)

2. Recipient Progress, Status and Management Review (Quarterly)

3. Presentations from Program Reviews (Semi-annually)

4. Detailed Research Plans (DRPs) for each project

5. Status Reports (Final Report for each project)

6. Program Success Stories (Semi-annually)

7. Other Deliverables as specified by the DRPs

8. Final Report (at the conclusion of the agreement)

(d) Mark all data delivered with the following statement: Distribution Statement Distribution D: Distribution authorized to the Department of Defense and US DoD contractors only. Any Agency Driven Project that requires distribution statement other that Distribution D will be annotated in the respective DRP of the affected project.

7.022 FINANCIAL REPORTS - ADVANCE AND/OR REIMBURSEMENT (DEC 2011) (TAILORED)

a) The recipient shall submit the Federal Financial Report (SF 425) on a cash basis within 30 days following the end of each quarterly reporting period (March 31, June 30, September 30, December 31), and within 90 days following the completion of the agreement. Grant and cooperative agreement recipients that are domestic institutions of higher education must complete the optional fields 11.a through

11. f, "Indirect Expense" on the final Federal Financial Report that it submits after the end of the project period under the award. One copy of each report shall be submitted to:

(1) the Administrative Grants Officer;

(2) AFRL Grants Officer;

(3) AFRL Program Manager; and

(4) any other Program Manager identified in the Award.

7.030 PUBLISHING PROJECT RESULTS (NOV 1999)

(a) Publications. The recipient is expected to publish or otherwise make publicly available the results of the work conducted under this award. One copy of all publications resulting from the project shall be forwarded to the AFRL program manager as it becomes available.

(b) An acknowledgment of awarding agency's support shall appear in the publication of any material, whether copyrighted or not. The acknowledgement shall read:

"This material is based on research sponsored by Air Force Research Laboratory under agreement number TBD. The U.S. Government is authorized to reproduce and distribute reprints for Governmental purposes notwithstanding any copyright notation thereon."

(c) The recipient is responsible for assuring that every publication of material based on or developed under this project contains the following disclaimer:

"The views and conclusions contained herein are those of the authors and should not be interpreted as necessarily representing the official policies or endorsements, either expressed or implied, of Air Force Research Laboratory or the U.S. Government."

7.040 FINAL PERFORMANCE REPORT (JUN 2001)

(a) Recipients shall submit the Final Performance Report in accordance with this article and DoDGARs 32.51. All publications shall contain the notice included in the article entitled Publishing Project Results.

(1) Content: The Final Performance Report will provide a comprehensive, cumulative, and substantive summary of the progress and significant accomplishments achieved during the period covered by the agreement. Each of the topics listed in the article entitled Interim Performance Reports shall be addressed as appropriate. Publications may be bound and attached as appendices.

(2) Format: Submit the Final Performance Report in the following format:

(i) Prepare the Cover/Title Page by completing the Standard Form (SF) 298, Report Documentation Page. In Item 13 include a 100 to 200 word abstract summarizing technical progress during the reporting period. Style is to be third person singular using past tense. Jargon, special symbols or notations, subscripts, mathematical symbols or foreign alphabet letters are not permitted. All pages should be of good quality for copying purposes.

(ii) The report shall be prepared in accordance with American National Standard Institute document ANSI/NISO Z39.18-1995, Scientific and Technical Reports - Elements, Organization, and Design which may be obtained from:

NISO Press Fulfillment Center PO Box 451 Annapolis Junction MD 20701-0451 http://www.niso.org

(iii) Submission. The recipient shall submit the Final Performance Report (with letter of transmittal), in the original (camera ready) and two (2) copies, to AFRL Program Manager within 90 days after completion of the agreement with one electronic copy in MS Word compatible format.

Submit one copy of the report to any other program manager identified as other sponsoring agency personnel. Also, provide one copy each of the transmittal letter to:

(A) AFRL Grants Officer and

(B) administrative grants officer.

(b) Mark all data delivered with the following statement:

Distribution Statement Distribution D: Distribution authorized to the Department of Defense and US DoD contractors only. Any Agency Drive Project that requires distribution statement other than Distribution D will be annotated in the respective DRP of the affected project.

7.050 REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (OCT 2010)

(a) Reporting of first-tier subawards.

(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 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.

(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.)

(2) Where and when to report. 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:

(1) Subawards, and

(2) The total compensation of the five most highly compensated executives of any subrecipient.

(e) Definitions. For purposes of this award term:

(1) Entity means all of the following, as defined in 2 CFR part 25:

(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 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.

(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.

7.06 REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND PERFORMANCE (DEC

2015)

(a) General Reporting Requirement If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available.

(b) Proceedings About Which You Must Report:

Submit the information required about each proceeding that:

(1) Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government;

(2) Reached its final disposition during the most recent five year period; and

(3) Is one of the following:

(i) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition;

(ii) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more;

(iii) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or

(iv) Any other criminal, civil, or administrative proceeding if:

a. It could have led to an outcome described in paragraph 2.c.(1), (2), or (3) of this award term and condition;

b. It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and

c. The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations.

(c) Reporting Procedures Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded.

(d) Reporting Frequency During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings.

(e) Definitions For purposes of this award term and condition:

(1) Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant.