Attachment 8 - FY26 Basic Agreement Template - FINAL 08122026.docx

AGREEMENT #693JK31910001POTA

AGREEMENT #

OTHER TRANSACTION AGREEMENT

BETWEEN

RECIPIENT NAME

AND

THE U.S. DEPARTMENT OF TRANSPORTATION

PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION

1200 New Jersey Avenue, SE Washington, D.C. 20590-0001

CONCERNING

“AGREEMENT TITLE”

Agreement No.: CFDA: 20.723

Total Estimated Amount of the Agreement:

Total Estimated Government Funding of the Agreement:

Government Funds Obligated:

Total Estimated Team Cost-Share:

Period of Performance: 2

Authority: 49 U.S.C. § 60117(l)

PHMSA Line(s) of Appropriation:

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by the Pipeline and Hazardous Materials Safety Administration (PHMSA), and (Recipient Name) (Recipient Name or Acronym), (Recipient UEI), pursuant to 49 U.S.C. § 60117(l).

(Recipient Name)

U.S. DEPARTMENT OF TRANSPORTATION

PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION (PHMSA)

Signature

Signature

(Agreement Officer Name)

Agreement Officer

Date

Date

TABLE OF CONTENTS

Scope of Agreement

Background

1. The United States of America is critically dependent on natural gas and petroleum liquids transported through pipelines. The infrastructure that currently transports these energy resources is aging, with a significant fraction being more than fifty years old. While new pipelines are being planned and constructed, pipeline operators typically plan on continued operation of the vast majority of existing pipeline mileage. Assuring the long-term integrity and security of these existing pipelines is essential.

2. Recognizing these facts, the U.S. Department of Transportation (DOT), Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS) designed a process to emphasize the importance of continuing pipeline-related Research and Development (R&D). States, industry, and other Federal Agencies strongly support PHMSA’s initiative.

3. A Pipeline Research and Development Forum was held (Insert Date). The workshop resulted in a common understanding of current research efforts, a listing of key challenges facing government and industry, and a compilation of potential research areas whose exploration will assist with meeting these challenges and should therefore be considered in the development of new research and development applications. PHMSA pipeline safety representatives determined that the following major research areas need to be addressed:

i. Anomaly/threat Detection

ii. Liquid Leak Detection

iii. Liquefied Natural Gas (LNG)

iv. Repair and rehabilitation

v. Threat Prevention

4. On (Insert Date), PHMSA issued Research Announcement, 693JK326RA001, to address these areas.

5. This Agreement focuses on the (Insert Research Area) research area.

Scope

6. The Parties to this Other Transaction Agreement (OTA) are the Pipeline and Hazardous Materials Safety Administration (PHMSA) within the Department of Transportation (DOT) and (Recipient Name) (Recipient Name or Acronym).

7. The Team Project Manager is employed by (Recipient Name) and is responsible for managing the team that will work on the Project. The Team consists of (Recipient Name) and (Team Entity(ies). (Recipient Name) will notify PHMSA, in advance, of adding any other entity(ies) to the Team. The key personnel will come from (Recipient Name). Cost sharing contribution will be provided by (Cost Share Entity(ies) The Team will work together to meet the Project objectives of this Agreement. The Team Participants may work independently or as a Project Team.

8. (Recipient Name) will perform this Agreement in accordance with its proposal, dated (Insert Date), which is incorporated into this Agreement. A listing of the Project activities (Recipient Name) will perform is detailed in Attachment 1.

9. The cost of this fixed-price Project will be fully funded by the Government and the Project Team.

10. The Government will pay (Recipient Name) for each Deliverable (described in Attachment 2) that the Team accomplishes in accordance with the schedule of Payable Milestones set forth in Attachment 3, the “Technical and Deliverable Payable Milestone Schedule,” and the procedures of Article VI, “Obligation and Payment.” Attachments 2 and 3 are also incorporated as part of this Agreement. The Deliverables may be modified by mutual agreement in accordance with Article IV, Section 4.03 (Modifications).

11. A periodic coordination meeting may be requested by the PHMSA Research Program Manager. The coordination meeting goal is to share data and knowledge between two or more PHMSA funded research projects. This action is not to exceed one meeting virtually per month, occur only as needed and without cost requested from the Government.

12. A Technical Advisory Panel (TAP) is required for all awarded projects. The TAP will be utilized to make technical recommendations to PHMSA about project execution. Project work scope and results must be tailored toward U.S. regulations and policy on pipeline safety. The TAP must be comprised of at least two-three pipeline/facility operators, having assets relevant to the proposed project scope identified in the submitted proposal. The TAP can also include subject matter experts and other organizations as appropriate. See Section 6.08 for more information about the TAP and Project Peer Reviews.

Goals

13. (INSERT PROJECT GOALS FROM PROPOSAL)

14. Anticipated Results: (INSERT ANTICIPATED RESULTS FROM PROPOSAL)

15. The specific tasks of the Project are described in Attachment #1 to this agreement.

16. The Government will have appropriate involvement with the Team through the Team Project Manager. The Government may also obtain access to Project results and certain rights in data and patents pursuant to Agreement Article VIII, “Patent Rights” Article IX, “Data Rights” and Article XXIV, “Access to Results of Federally Funded Scientific Research”. PHMSA, and the Team, are bound to each other by a duty of good faith and reasonable effort in achieving the goals of this Agreement.

17. The Parties agree that the principal purpose of this Agreement is for the development and completion of the Project, as described in this Agreement. This agreement is entered into pursuant to the authority set forth in 49 U.S.C. § 60117(l). The Federal Acquisition Regulation (FAR) and Department of Transportation FAR Supplement (TAR) do not apply to this Agreement. This Agreement is not a contract or grant agreement for purposes of FAR Subpart 31.205-18, “Independent research and development and bid and proposal costs”. Unless excepted elsewhere in this Agreement, title to all hardware and software acquired by the Team or individual Team Participants to perform this Agreement vests in the Team or Team Participants.

Requirements on Team Participants

18. The Team Project Manager is the central point of contact between the Government and the Team on all matters relating to this Agreement and the administration of the Project.

19. (Recipient Name) must pass on relevant provisions of this Agreement to the Team Participants. The Team Project Manager must provide the Government a copy of the terms of the relationship between (Recipient Name) and other Team Participants for verification that such provisions are being passed on.

General Definitions

Definitions Except as otherwise noted in specific Articles, the following definitions apply to this Agreement:

20. “Agreement Administrator” (AA) is the Government's principal point-of-contact for all administrative and financial issues arising under the Agreement.

21. “Agreement Officer” (AO) is the Government's designated official responsible for the administration of this Agreement.

22. “Agreement Officer’s Representative” (AOR) is the applicable PHMSA pipeline safety technical expert on the Project responsible for reviewing and verifying completion of Payable Milestones. The AOR is appointed by the Agreement Officer.

23. “Data” means technical data, including but not limited to performance data, results, reports, graphs, charts, drawings, developed or otherwise acquired in performance of the Project.

24. “Deliverable(s)” are specified in Attachment 2.

25. “Government Purpose Rights” has the meaning set forth in “Section 9.02 Government Purpose Rights”

26. “Government Purpose License Rights” has the meaning set forth in “Section 8.02 Government Purpose License Rights”

27. “Major Project Change” means any change to the Project that changes the amount of Government payment for a Payable Milestone/Deliverable or results in a significant change to the Project results.

28. “New Technology” has the meaning set forth in “Patent Rights”

29. “New Technology Inventions” has the meaning set forth in Patent Rights”

30. “Payable Milestones “are those milestones specified in Attachment 3.

31. “Practical Application” has the meaning set forth in” “Patent Rights”.

32. “R&D MIS” is the project database used for project management and project reporting.

33. “Program” means the Pipeline Safety Research and Development Program.

34. “Project” means the “(Insert Project Title)” project to be developed by (Recipient Name) under this Other Transaction Agreement.

35. “Team” is (Recipient Name), and any other entities working with (Recipient Name) to meet the objectives of this Agreement.

36. “Team Participant” is any member of the Team participating to carry out the project under this Agreement.

37. “Team Project Manager” is a representative of the Team and is responsible for coordinating the efforts of the Team that will work on the Project for this Agreement.

38. “Technical Task Inspector” (TTI) is the primary technical liaison between the contractor and the AOR, monitoring/guiding the project execution. The TTI is responsible for assisting the AOR in monitoring the work under the agreement, guiding project execution on a day-to-day basis, and reporting to the AOR on relevant technical and other Project Issues.

39. “Technical Coordinator” is the authorized technical point-of-contact on the Team responsible for maintaining a technical/administration function.

Term

The Term of this Agreement The Project commences on the effective date of the Agreement and continues through the period of performance listed on the first page of the agreement.

Termination Provision If either Party determines that the Project will not produce beneficial results commensurate with the expenditure of resources, either Party may terminate this Agreement by: (1) completing a consultation with the other Party and, (2) providing thirty (30) days prior written notice to the other Party. If this Agreement is terminated, disposition of Data generated and/or developed under this Agreement will be in accordance with the provisions set forth in Article IX, “Data Rights”. If the Government terminates the Agreement, the Agreement Administrator and the Team Project Manager will negotiate in good faith an equitable and timely reimbursement for work performed in accomplishing the Payable Milestones prior to the termination date. Failure of the Parties to agree to a reasonable adjustment will be resolved pursuant to Article VII, “Disputes”. The Government has no obligation to reimburse (Recipient Name) beyond the last completed and paid Milestone/Deliverable if (Recipient Name) terminates the Agreement.

Extending the Term The Parties may extend, by mutual written agreement, the term of this Agreement if funding availability and research opportunities reasonably warrant. An extension must be formalized through modification of the Agreement, in accordance with Article IV, Section 4.03. All term extensions must be submitted at least 45 days prior to the end of the performance period.

Management of the Program Technical and project management of the coordinated research Program established under this Agreement must be accomplished through the management structures and processes detailed in this Article.

Management and Program Structure

40. The AOR is responsible for:

· Monitoring and managing overall Program performance;

· Having interaction with PHMSA directors and leadership to cause effective collaboration between PHMSA and the Team;

· Developing, in coordination with other Federal agencies, research institutes, industry organizations, and the public, the annual technology focus areas for recommendation to the PHMSA leadership;

· Convening technical review panels to evaluate white papers and project proposals;

· Recommending project selections to PHMSA leadership; and

· Reporting the status of the Program to PHMSA on a continuing basis;

· Overall responsibility to review and verify completion of all pipeline research and development projects.

· Monitoring and managing Project performance; and

· Reviewing and verifying the Project’s Payable Milestones/Deliverables.

41. The TTI is responsible for:

· Acting as the primary liaison between the recipient and the AOR;

· Monitoring/guiding project execution;

· Assisting the AOR in monitoring the work under the agreement;

· Guiding the project execution on a day-to-day basis; and

· Reporting to the AOR on relevant technical and other project issues.

42. The Team Project Manager is responsible for:

· Overall management of the Team, including technical, programmatic, reporting, financial, and administrative matters;

· Notifying the Government of Project cost variances that may occur during the course of Project performance; and

· Ensuring that each Project task/activity meets its Team cost share requirement.

43. The Team Technical Coordinator is responsible for:

· Managing the technical aspects of the Project’s performance;

· Monitoring/verifying completion of the Project’s tasks by reviewing and ensuring progress on Payable Milestones/Deliverables; and

· Reporting to the Team Project Manager on relevant technical and other Project issues.

Program Planning and Management Process

44. The Government AOR and the Team Project Manager will jointly carry out project planning and management.

45. The Parties understand and agree that some Project/research activities may need to be modified. If a change is necessary to meet the goals of this Agreement, the Parties will discuss the proposed change. Any change to this Agreement must be made in accordance with Article IV, Section 4.03.

46. In monitoring the performance of the Project, the Agreement Officer Representative will schedule periodic review meetings with the Team Project Manager. The Agreements Officer Representative after discussion with the Team Project Manager will determine the number, and location, of the meetings by mutual agreement.

Modifications

1. The Team Project Manager may request a modification to the Agreement by submitting the request through R&DMIS. The Team Project Manager must provide the following information with a modification request:

· Modification Proposal/Cover Letter. This should provide a narrative on why this modification is being proposed and how if approved it will assist the project’s likelihood of success. The modification proposal should provide the technical justification needed so that the AO and AOR (as defined in this Agreement) can decide whether to accept and include any specific cost or timeline changes.

· Updated Agreement Attachments. As applicable, the request must be accompanied by proposed updated Attachments if these Attachments are changing due to the proposed modification; Team Project Activities, Attachment 1; Project Deliverables, Attachment 2; and Technical and Deliverable Payable Milestones, Attachment 3. The revised attachments should reflect all requested changes in yellow highlight.

· Cost Sharing Commitment Letter(s). This is required if requested modification involves an expanded statement of work (additional cost) and the cost share requirement will not be maintained without additional cost share contributions.

2. The Agreement Officer Representative is responsible for reviewing and verifying any request to revise or modify the Agreement, including any proposed revision to a Project Activity/Task, Statement of Work, or Payable Milestone/Deliverable.

3. The Agreement Officer is responsible for the final approval and execution of any modification to the Agreement, Project Activity/Tasks, Statement of Work, or Payable Milestone/Deliverable.

(a) Both the Team Project Manager and Agreement Officer must agree to, and sign, any modification that constitutes a Major Project Change. A modification is not effective and the Government is not obligated to pay for any additional or revised Payable Milestone/Deliverable associated with the modification until the modification has been incorporated into the Agreement.

(b) The Agreement Officer may unilaterally approve any modification that constitutes an administrative change (e.g. a change in the paying office or appropriation data, a change to Government or Team personnel identified in the Agreement).

4. If an activity/task and/or Deliverable has been modified by mutual agreement of the Parties, Attachments 1 and/or 2 to this Agreement will reflect the revised activity/task or Deliverable, modification number, and modification description. Attachment 3 will reflect changes to Team Participant and Government funding and the revised total cost if applicable.

Agreement Administration Administrative and contractual matters under this Agreement must be referred to the following representatives of the parties:

Government Representatives:

Agreement Officer’s Representative (AOR) Name U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration Office of Pipeline Safety Telephone: E-mail:

Technical Task Inspector (TTI)

TBD

U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration Office of Pipeline Safety Telephone: E-mail:

Agreement Administrator

NAME

U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration Acquisition Services Division, PHF-20 Telephone: E-mail:

Agreement Officer Name U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration Acquisition Services Division, PHF-20 Telephone: E-mail:

(Recipient Name) Team Representatives:

Team Project Manager Name Recipient Name Email :

Team Technical Coordinator Name Recipient Name Email :

A Party may change its representatives named in this Article by written notification to the other Party. Any changes to the Team Representatives must be approved by the Agreement Officer Representative.

Obligation and Payment

Funding

47. The Government’s obligation to make payments to (Recipient Name) is limited to the Total Estimated Government Funding of the Agreement indicated on Page 1 of the Agreement. Also see Article I, Section 1.02 and Agreement Attachment 3, Technical/Deliverable Milestone Schedule.

eInvoicing (PHMSA May 2024) Recipients of PHMSA grants, cooperative agreements, and other transaction agreements (OTA) must use the DOT Delphi eInvoicing System.

a) Recipients’ Requirements:

Recipients must:

· Have Internet access to register and submit payment requests through the Delphi eInvoicing system.

· Submit payment requests electronically and receive payment electronically.

(1) Revised 03/2024 New Grant Recipient User: Once a Grant or Cooperative Agreement is fully executed, the grant management specialist will submit the recipients’ request (External Delphi UAR Form) to the PHMSA Delphi Access Administrator via email to PHMSAinvoicing@dot.gov for a new user account to be granted in Delphi. Once a Grantee has completed the registration process and obtained their username and password, they can access the Delphi eInvoicing System. Grantees should activate their system account within 3 days of receiving their credentials to prevent the account from being deactivated. A user account will remain valid unless it is deactivated due to a period of inactivity (it has not been logged into for 45 days) or your agency requests it to be deactivated. If a Grantees account has been deactivated due to a period of inactivity for any reason, they should contact the ESC Production Helpdesk, who can be reached at 866-641-3500, Option 4, 3.

NOTE: The “Delphi External Access Request” form should be completed at the time of grant award execution to ensure that the Grant Recipient has access to the system in order to submit invoices as needed. The following tutorial outlines the steps that each grant recipient user must take to become authenticated and activate his/her Delphi eInvoicing System account – Please share this link with new grantees who need new accounts in Delphi System:

http://www.transportation.gov/mission/budget/eauthentication-process-tutorial

b) System User Requirements:

· Contact the PHMSA Agreement Administrator directly to sign up for the system. PHMSA will provide the recipient’s name and email address to the DOT Financial Management Office. The DOT Financial Management Office will then invite the recipient to sign up for the system.

· DOT will send the recipient a User Account Application form to verify identity. The recipient must complete the form and present it to a Notary Public for verification. The recipient will return the notarized form as follows:

Via U.S. Postal Service (certified):

DOT Enterprise Services Center FAA Accounts Payable, AMZ-100 PO Box 25710 Oklahoma City, OK 73125

Via FedEx or UPS:

DOT Enterprise Services Center

MMAC-FAA/ESC/AMZ-150

6500 S. MacArthur Blvd.

Oklahoma City, OK 73169

Note: Additional information, including training materials, and helpdesk support can be found on the DOT Delphi eInvoicing web site: http://www.transportation.gov/cfo/delphi-einvoicing-system.html.

Payments (PHMSA May 2024)

48. Before submitting an invoice to PHMSA, (Recipient Name) must have, and maintain, an established accounting system that complies with Generally Accepted Accounting Principles, and with the requirements of this Agreement. (Recipient Name) must ensure that appropriate arrangements have been made for receiving, distributing and accounting for Federal funds. An acceptable accounting system is one in which all cash receipts and disbursements are controlled and documented properly. At a minimum, the following correct information constitutes a proper invoice and is required as payment documentation:

(i) Name of vendor;

(ii) Invoice date;

(iii) Government contract number, or other authorization for delivery of goods or services;

(iv) Vendor invoice number, account number, and/or other identifying number agreed to by contract;

(v) Description (including, for example, contract line/subline number), price, and quantity of goods and services rendered;

(vi) Shipping and payment terms (unless mutually agreed that this information is only required in the contract);

(vii) Unique Entity Identifier (UEI), unless agency procedures provide otherwise;

(viii) Banking information, unless agency procedures provide otherwise, or except where the EFT requirement is waived;

(ix) Contact name (where practicable), title and telephone number;

(x) Other substantiating documentation or information required by the contract.

49. Note the prices, both federal and cost-sharing of Items are considered Fixed Price. (Recipient Name) will only be paid on completed Items that are documented in the Quarterly Report. Invoices must, at a minimum, show the information provided in the tabularized example on the projected and actual amounts for the Quarterly Payable Milestone(s). Any items not completed in a quarter should be noted as items to be completed in a future quarter. Use asterisks as indicated in the template below to highlight instances of deviation from the planned Milestone Schedule. This template must be used on all invoices. See below for the template:

SAMPLE

Share

Share

Federal Invoice Amount:

$16,000

*Not Completed During this Quarter **Completed from a Future Quarter

50. The Team Project Manager must document the accomplishments of each Payable Milestone by submitting the Quarterly Status and Progress Report (refer to Section 6.07.2 below). No more frequently than quarterly, the Team Project Manager must submit an invoice through the Delphi eInvoicing System (see Section 6.02). The invoice submitted must list the actual amount payable for each Milestone/Deliverable, and the actual amount of cost share funding applied to each Milestone/Deliverable. If applied actual costs amounts are not included with the invoice, it will be returned without payment for appropriate correction. Once the Technical Manager verifies the milestone/Deliverable has been accomplish/completed, and the Agreement Administrator verifies the accuracy of the financial information submitted in the corresponding Quarterly Status and Progress Report, PHMSA will pay the invoice. It is PHMSA’s intent to pay all invoices within thirty (30) calendar days of receipt of the invoice unless there are unresolved issues regarding the invoice and/or corresponding Quarterly Status and Progress Report.

Section 6.04 Financial Records (Recipient Name) must maintain adequate records to account for Federal funds received under this Agreement and to account for (Recipient Name) funding provided under this Agreement. The Team Project Manager must furnish to the Agreement Administrator a copy of the final report prepared in accordance with Section 6.07.4, below. The relevant financial records of (Recipient Name) and Team Participants are subject to Government examination or audit, on behalf of PHMSA, for a period not to exceed three (3) years after the Agreement terminates or the Project is completed. The Agreement Officer or Government designee will have direct access to sufficient records and information of (Recipient Name) and Team Participants, to ensure full accountability for all funding under this Agreement. Such audit, examination, or access will be performed during business hours on business days with reasonable prior written notice and will be subject to the security requirements of the audited party. Any such audit will be conducted (at the expense of PHMSA) according to Generally Accepted Accounting Principles and not according to Cost Accounting Standards or other FAR-related principles.

Section 6.05 Project Status and Timeline For the purpose of monitoring work through R&DMIS, awarded research projects under the Other Transaction Agreements are identified in one of the three following categories:

1. ACTIVE: From the time of project award through submission of the Draft Final Report;

52. COMPLETE: From the time of Draft Final Report submission through submission of the Final Report and Final Invoice;

53. CLOSED: Subsequent to Final Report submission and payment of the Final Invoice.

Section 6.06 Payable Milestones Attachment 3 to this Agreement lists Payable Milestones by Project and by Deliverable. The Payable Milestones are shown in sequential order based on the completion of activities/tasks and Deliverables in accordance with the approved statement of work (See Article I, Section 1.02 above). For each milestone, the list shows the milestone number, milestone description, Government funding, Team Participant funding, and total cost. Note that submission of Quarterly Status and Progress Reports, Draft Final Report(s) and the Final Report will be payable milestones.

Section 6.07 Reporting Requirements (Recipient Name) will complete electronically all reports and Deliverables, including monthly status updates, quarterly progress reports, the final project report, Deliverables, and invoice information. (Recipient Name) will use the same website that was used to submit its proposal (R&DMIS). Invoices are required per the instructions in Section 6.03 Payments (PHMSA May 2024) above, unless (Recipient Name) is advised otherwise. A user ID and password is required for access to this site. (Recipient Name) will specify who may have access to the website. After the Agreement is executed, the Agreement Officer will provide detailed instructions for submitting reports and Deliverables, including the specific web address, user ID, and password.

1. Monthly Status Update. The Team Project Manager must provide electronic updates in R&DMIS per the instructions identified above, to the AOR. Updates are to be available on the website by the close of business on the second working day following the end of the month. The update must include (in bullet format) “Accomplishments during the past month” and “Planned Activities during the next 30-60 days.” Monthly updates will not be required for the period that a Quarterly Status and Progress Report are due.

55. Quarterly Status and Progress Report. The Team Project Manager must provide electronic status and progress reports in PDF format, per the instructions above, that are available on the website, on a quarterly basis throughout the term of the Agreement. There is an internal and public version of this report. There is a template for both the internal and public versions of this report provided to you in our web-based system. For the internal report, these five (5) sections must be included as part of the template:

(a) Items Completed During this Quarterly Period. This section with report items from Attachment #3 Technical and Deliverable Payable Milestone Schedule which are completed during the reporting period. These completed Items may reside in the current, past or a future quarter. These will be the corresponding Items included on your next invoice. Invoices cannot include Items which are reported as not Completed since partial payment is not permitted. Additional guidance an example is provided in a template file which will be available to you.

(b) Items Not-Completed During this Quarterly Period. This section will report items from Attachment #3 Technical and Deliverable Payable Milestone Schedule which are not completed during the reporting period. These not completed Items may reside in the current or a past quarter. These Items will not be included on your next invoice until reported as completed in a future quarterly report. Additional guidance and example is provided in a template file which will be available to you.

(c) Project Financial Tracking During this Quarterly Period. A financial figure must be inserted for tracking of projected vs actual from the context of project progress. Additional guidance and example is provided in a template file which will be available to you.

(d) Project Technical Status. This section must itemize each Item from those reported in section 1 of this report as a sub-section for the narrative description of technical status. It must include description of any Team Project Activity relevant to this reporting period as associated to an Item as stated in Attachment #1 Team Project Activities or Project Deliverables delivered as stated in Attachment #2 Project Deliverables. Description of related Attachment #1 and #2 items to Items listed in Attachment #3 must be included here because sometimes very short terms used to describe Items in Attachment #3 are most likely not enough information to assess project awareness and progress. Additional guidance and example is provided in a template file which will be available to you.

(e) Project Schedule. This section must itemize each Item from those reported in section 2 of this report as a sub-section for the narrative description of why the Item was not completed and its impact on the remaining project schedule. If the project is on time or ahead of schedule, a simple statement that the project is on time or ahead of schedule should be stated. Additional guidance and example is provided in a template file which will be available to you.

56. Draft Final Report. The Team Project Manager must submit an electronic Draft Final Report in Microsoft Word format on or before the end of the project performance period. The AOR will work with the Team Project Manager and/or Project co-sponsors to address draft final report comments, as required.

57. Final Project Report. The Team Project Manager must submit an electronic final report in PDF format within 14 calendar days following the request and approval by the AOR of the Draft Final Report. The Final Report addresses all comments supplied by the AOR and is the final version. All Final Reports are publicly available, and in some cases, a separate public version may be required. All projects require a Final Report regardless of project scope. The instructions are described above. The report must contain a technical and financial section as follows unless a final report template is provided:

(a) Impact from the Research Results. This section defines how this research impacts technology development, or consensus standards strengthening, or general information for decision makers, or a combination of multiple areas if appropriate. Specific information must be provided indicating what net improvement(s) were made as a result of this work. Specific measures can be included if known with the goal here to convey how this research is bringing a positive change to the current state of practice or art.

(b) Final Financial Section. This section of the report contains a final Project financial report that summarizes the status of Government and Team contributions for the Project and reconciles any prior discrepancies or variances in contributions.

5. Research Brief. The Team Project Manager must submit an electronic Research Brief in conjunction with the Final Project Report. This will be a publicly available report and all projects will require the Research Brief regardless of the project scope. A research brief is intended to summarize the final technical report in order to provide insight to its readers without reading the entire report. The Research Brief contains a statement of the problem/gap, background information, concise analysis, and main conclusions. The content is technically based, instructions are below, and a template is available in the R&DMIS system.

(a) Research Brief Content:

1) Be less than four pages in length (approximately 5% the technical portion of the Final Report);

2) Be written in language appropriate for the target audience;

3) Consist of short, concise paragraphs;

4) Begin with a summary;

5) Be written using the same headings/subheadings as the main report;

6) Include only material present in the main report;

7) Include the recommendations from the main report;

8) Provide justifications;

9) Have a Summarized conclusion; and

10) Be readable separate from the main report.

(b) Importance: Research Briefs are an important communication tool used in both academia and business. Research Briefs are an introduction between the writers of the report and their target readers, which include decision makers, potential customers, and/or peers. A decision to continue reading a certain report often depends on the impression that the Research Brief gives.

6. Peer Review Summary Report. The Team Project Manager must submit an electronic report that documents the comments and edits suggested by the academic TAP members who are designated to participate in the research output quality review of the draft final report. A report should be submitted in PDF format that summarizes the comments and edits provided by the academic TAP members and should include their signed Non-Disclosure Agreement/Conflict of Interest form identified in Section 6.08 in the report appendix

7. Final Virtual De-Brief Presentation. The project team will virtually present the project results to a web-based meeting “De-Brief Presentation” that PHMSA will organize and announce. This event is designed for dissemination of results already received by PHMSA to the public.

8. Publication of Project Results. Project results must be submitted and presented to at least one public conference/workshop/forum or published periodical/magazine to disseminate information and to provide further peer review of your work

Section 6.08 Project Peer Reviews The following Peer Review process is addressing research output quality. The TAP requirement identified under Section 1.02 Scope must include a minimum of two representatives from academia having the related technical and or engineering background by degree. These academic TAP members will adhere to a Non-Disclosure Agreement/Conflict of Interest requirement by signature asserting that they will not publicly share any project deliberations.

Research project award recipients will format their Non-Disclosure Agreement/Conflict of Interest form utilizing the PHMSA definition of “conflicts of interest” and pledge that TAP members will not publicly share any project deliberations. TAP member Non-Disclosure Agreement/Conflict of Interest signed forms will be submitted to PHMSA to document this requirement (see Section 6.07). PHMSA defines “conflicts of interest” as a current direct project specific leadership interest that conflicts with the service of an individual on the TAP. A TAP member’s company can financially support an individual or organization directly or indirectly through a trade organization. However, you are in conflict if you represent the primary leadership overseeing the technical performance of that individual or organization involved in the research project you are attempting to serve as a TAP member. Group oversight is acceptable, but chair of that group would be unacceptable.

In addition, the academic TAP members must be contractually independent from working on any related subject matters with PHMSA regulated companies. They must have the requisite education background related to the project subject matter. They are welcome to participate throughout the project execution along with the full TAP, but most importantly, review the draft final report and supply any technical comments for the research project principal investigator to address in the final reporting. The submitted comments based on the academic review will be submitted to PHMSA as a deliverable to document this requirement (see Section 6.07).

Disputes

General The Parties will communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article.

Dispute Resolution Procedures

58. Any disagreement, claim or dispute between PHMSA and (Recipient Name) arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

59. Whenever a dispute, disagreement, or misunderstanding arises, the Parties will attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. Any dispute, disagreement or misunderstanding that arose more than three (3) months prior to the notification made under Section 7.02.3 of this Article cannot constitute the basis for relief under this Article.

60. Failing resolution of the dispute by mutual agreement, the aggrieved Party may appeal to the PHMSA Agreement Officer whose decision will be final and binding. (Recipient Name) must document the dispute, disagreement, or misunderstanding by notifying the other Party (through the PHMSA Agreement Administrator or (Recipient Name) Team Project Manager, as applicable) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought.

Patent Rights

General Except as otherwise provided in this Article, each Team Participant primarily responsible for developing the technology owns the patent rights on the technology developed in the performance of this Agreement.

Government Purpose License Rights The Government retains Government Purpose License Rights to any New Technology developed in the performance of this Agreement only in situations of overriding national interest where national health, safety, environment or security may be affected. “Government Purpose License Rights” as used in this Article, means the Government will have a non-exclusive, nontransferable, irrevocable, paid-up license to practice (use) or have practiced (used) on behalf of the United States the subject invention throughout the world for government purposes only.

Disclosure of New Technology

1. Each team participant must disclose to the team project manager any inventions embodying new technology (“new technology inventions”) conceived in the performance of work under this agreement. The team project manager must report on new technology inventions in the Technical Status section of the Quarterly Status and Progress Report. The team project manager must also report the information electronically using R&DMIS. PHMSA will track each step of the patent process from application, publication, and the final patent stages. The team project manager’s access to the R&DMIS project page will continue after the project status is “COMPLETED” and “CLOSED” to keep PHMSA updated on status changes of any patent applications, commercialization activities, or knowledge transfers. Should there be a system accesses issue or change in project manager, e-mail rd-support@dot.gov. Below is a list of reportable activities that must be reported during the contract period. In addition, after project closeout, the project manager must provide updates on:

a) Whether there has been an impact on standards or rulemaking, inclusion in publications, and/or conference proceeding presentations.

b) At a minimum, the following reportable commercialization milestones:

1. Intellectual property protection: secure patents, trademarks, or copyrights to protect the technology and brand.

2. Sales and launch: launch the technology into the market, product commercial name and ownership.

3. Product ownership changes (sold rights): report new owner and other pertinent information.

c) At a minimum, the following reportable patent milestones:

1. Patent application receipt: obtain a filing receipt or confirmation from the patent office.

2. Publication: the patent application is published, making it publicly accessible.

3. Patent grant: if the application meets all criteria, the patent office issues a patent grant.

4. Patent issuance: receive the official patent certificate and rights to the invention.

5. Patent right sold: report new ownership.

d) Any barriers or challenges (i.e., changes in team project manager, technical challenges, regulatory hurdles or changes, intellectual property disputes, market acceptance, competitive pressures, manufacturing challenges, intellectual property violations, customer adoption, marketing challenges, or legal and compliance issues).

2. For purposes of this Article, “new technology” and “new knowledge” mean technology or knowledge of a team participant conceived or first actually reduced to practice in the performance of work under this agreement.

3. In making future awards, PHMSA may consider the applicant’s history of successfully commercializing federally funded research and/or level of knowledge transfer achieved.

Marking of New Technology Each Team Participant must include, within the specification of any United States patent application and any patent that is issued covering New Technology Invention, the following statement: “This invention was made with Government support under Agreement No. “AGREEMENT NUMBER” awarded by the U.S. Department of Transportation, PHMSA. The Government may have certain rights to this invention.”

March-In Rights

61. Each Team Participant intends to reduce to Practical Application any New Technology Invention developed by such Team Participant pursuant to this Agreement within a reasonable time after this Agreement expires. If such New Technology Invention is not reduced to Practical Application within five years after the expiration of this Agreement, then the Government may, on written notice to the applicable Team Participant, delivered within 90 days after expiration of such five-year period, request that such Team Participant grant a non-exclusive license to such New Technology Invention to a responsible applicant on terms and conditions negotiated between the applicable Team Participant(s) and any such responsible applicant so long as such terms and conditions are reasonable under the circumstances. The Team Participant(s) will have the opportunity to demonstrate to the Government that steps are currently being taken to reduce such invention to Practical Application. If the Team Participant so demonstrates, the five-year period referred to above may be extended for an additional two years, at which point the Government may make another request.

62. For purposes of this Article, “Practical Application” means to manufacture, in the case of a composition of product; to practice, in the case of a process or method, or to operate, in the case of a machine or system; and in each case, under such conditions to establish that the invention is capable of being utilized and its benefits are, to extent permitted by law or Government regulations, available to the public.

Conditions When the Government May Pursue Patents The Government may pursue patents on New Technology Inventions under any of the following conditions:

63. A Team Participant fails to disclose a New Technology Invention to the Project Manager within six months after the inventor discloses it in writing to the Team Participant personnel responsible for patent matters.

64. A Team Participant does not file its initial patent application within the time permitted by applicable statute.

65. A Team Participant elects not to file a patent application in the United States or any foreign country; provided, however, that in such instances the Government may pursue patents only in those jurisdictions in which the Team Participant elects not to pursue patents. If the Government pursues a patent, the applicable Team Participant(s) must execute or have executed and promptly delivered to the Government the instruments necessary to permit the Government to pursue such rights. Each Team Participant will retain a non-exclusive, royalty-free license throughout the world in any of its New Technology Inventions for which the Government elects to pursue patents. The license will extend to the North American subsidiaries and affiliates, if any, of the Team Participant(s) and include the right to grant licenses of the same scope to the same extent that the Team Participant was legally permitted to do at the time this Agreement was executed.

Preference for American Industry Each Team Participant must not grant to any person the exclusive right to use or sell any New Technology Invention in the United States unless such person agrees that any product embodying such invention or produced through the use of the New Technology will be manufactured substantially in the United States.