Attachment 8 - Terms and Conditions RA693JK324RA0001.docx

AGREEMENT #693JK31910001POTA

Department of Transportation Pipeline and Hazardous Materials Safety Administration (PHMSA)

Other Transaction Agreement Terms and Conditions

Table of Contents Contents

General Definitions

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

1. “Agreement Officer” is the Government's designated official responsible for the administration of this Agreement.

2. “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.

3. “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.

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

5. “Government Program Manager” is the pipeline safety research and development program representative charged with the overall responsibility to review and verify completion of all pipeline research and development projects.

6. “Government Purpose Rights” has the meaning set forth in “Patent Rights”

7. “Government Purpose License Rights” has the meaning set forth in “Patent Rights”

8. “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.

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

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

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

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

13. “PRIMIS” is the project database used for project management and project reporting.

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

15. “Project” means the research title as stated in a proposal.

16. “Team” is the repient of an award, and any other entities working with this entity to meet the objectives of this Agreement.

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

18. “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.

19. “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.

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

Disputes

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

Dispute Resolution Procedures

1. Any disagreement, claim or dispute between PHMSA and the recipient 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 Clause.

2. 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 paragraph 3 of this Clause cannot constitute the basis for relief under this Clause.

3. 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. The Recipient must document the dispute, disagreement, or misunderstanding by notifying the other Party 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 Clause, 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 over-riding national interest where national health, safety, environment or security may be affected. “Government Purpose License Rights” as used in this Clause, 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

4. The Recipient and any subrecipients or entities The Recipient partners with must disclose to the The Recipient any inventions embodying New Technology (“New Technology Inventions”) conceived in the performance of work under this Agreement. The Recipient must report on New Technology Inventions in the Technical Status Section of the Quarterly Status and Progress Report. The Recipient must also report the information electronically using the project databased for for project management and project reporting (PRIMIS). PHMSA will track each step of the patent process from Application, Publication, and the final Patent stages. The Recipient’s access to the PRIMIS project page will continue after the project status is “CLOSED” to keep PHMSA updated on status changes of any patent applications.

5. For purposes of this Clause, “New Technology” means technology of a Team Participant conceived or first actually reduced to practice in the performance of work under this Agreement.

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. “INSERT AGREEMENT NUMBER” awarded by the U.S. Department of Transportation, PHMSA. The Government may have certain rights to this invention.”

March-In Rights

6. 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.

7. For purposes of this Clause, “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:

8. 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.

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

10. 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. However, in a particular case, the Agreement Officer may waive the requirements for such an agreement if the Team Participant demonstrates it made a reasonable but unsuccessful effort to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

Data Rights

General The Team Participants are responsible for providing to the Government all Data set forth in the Deliverables and necessary to fulfill the reporting requirements listed in Clause VI, Section 6.05 above.

Government Purpose Rights Except for Government Purpose Rights, the Team Participant responsible for creation of the Data retains rights to the Data. Government Purpose Rights, as used in this Clause, means rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government purposes only, and to have or permit others to do so for Government purposes only

Data Subject to Export Control Technical data, whether or not specifically identified or marked, that is subject to the export laws and regulations of the United States and that is provided to participant under this agreement will be treated as such, and will not be further provided to any foreign persons without proper U.S. Government authorization, where required.

Protection of Proprietary Information The parties agree to take appropriate measures to protect proprietary, privileged or otherwise confidential information that may come into their possession as a result of this Agreement. The Government will handle all requests for information under this Agreement in accordance with the Freedom of Information Act, 5 U.S.C. §552.

Dissemination of Information The Parties to this Agreement favor an open-publication policy to promote the commercial acceptance of the technology developed under this Agreement. The Parties agree that clauses for publication or presentation by The Recipient or any Team Participant must contain a statement on the title page worded substantially as follows: “This research was funded in part under the Department of Transportation, Pipeline and Hazardous Materials Safety Administration’s Pipeline Safety Research and Development Program. The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the official policies, either expressed or implied, of the Pipeline and Hazardous Materials Safety Administration, or the U.S. Government.” The above statement should be suitably modified to recognize all sources of federal funding contributing to a specific project.

Non Exclusivity This agreement is not exclusive; accordingly, PHMSA may enter into similar agreements for the same or similar purpose with other U.S. private or public entities.

Officials Not to Benefit No member of, or delegate to, Congress, or resident commissioner may have any share or part of this Agreement, or derive any benefit arising from this Agreement.

Non-Discrimination The Recipient must comply with Title VI of the Civil Rights Act of 1964, which provides that no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied benefits of, be subject to discrimination under any program or activity receiving Federal financial assistance. The Recipient must comply with 49 CFR 21, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964.” 49 CFR 21 is incorporated by reference into this award.

Order of Precedence If there is any inconsistency between the terms of this Agreement and the terms of the relationship between The Recipient and other Team Participants, the inconsistency will be resolved by the following documents: 1) The Agreement including all attachments and 2) Modifications to this Agreement.

Execution This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter of this Agreement. This Agreement, or modifications to the Agreement, may be executed in counterparts each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

Anti-Deficiency Act All activities under, or pursuant to, this agreement are subject to the availability of appropriated funds, and no provision is intended to require obligation or provision of funds in violation of the Anti-Deficiency Act, 31 U.S.C. § 1341.

eInvoicing (PHMSA June 2018) 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.

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 website (http://www.transportation.gov/cfo/delphi-einvoicing-system.html)

c) Waivers DOT Financial Management officials may, on a case by case basis, waive the requirement to register, and use, the electronic payment system. Waiver request forms can be obtained on the DOT eInvoicing website (http://www.transportation.gov/cfo/delphi-einvoicing-system.html) or by contacting the PHMSA Agreement Administrator. Recipients must explain why they are unable to use or access the internet to register and enter payment requests.

Payments

11. Before submitting an invoice to PHMSA, The Recipient must have, and maintain, an established accounting system that complies with Generally Accepted Accounting Principles, and with the requirements of this Agreement. The Recipient 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 consisitues a prorper in voice and is required as payment documentation:

(a) Name of vendor;

(b) Invoice date

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

(d) Vendor invoice number, account number and/or other identigying number agreed to by contact;

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

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

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

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

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

(j) Other substantiating documentation or information required by the contract

12. Note the prices, both federal and cost-sharing of Items are considered Fixed Price. The Recipient 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 should items completed from 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 in all invoices. See below for the template:

SAMPLE

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Federal Invoice Amount:

$16,000

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

13. The Team Project Manager must document the accomplishments of each Payable Milestone by submitting the Quarterly Status and Progress Report. No more frequently than quarterly, the Team Project Manager must submit an invoice through the Delphi eInvoicing System. 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.

Financial Records The Recipient must maintain adequate records to account for Federal funds received under this Agreement and to account for The Recipient 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 this section. The relevant financial records of The Recipient 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 The Recipient 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.

Reporting Requirements The Recipient will complete electronically all reports and Deliverables, including monthly status updates, quarterly progress reports, the final project report, Deliverables, and invoice information. The Recipient willsubmit these items into PRIMIS. Invoices are required unless The Recipient is advised otherwise. A user ID and password is required for access to this site. The Recipient 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 per the instructions identified above, to the Agreements Officer Representative (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.

15. Quarterly Status and Progress Report. The Team Project Manager must provide electronic status and progress reports, 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 and 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 shall 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.

16. Draft Final Report. The Team Project Manager must submit an electronic Draft Final Report 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.

17. Final Project Report. The Team Project Manager must submit an electronic final report 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:

(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.

18. Research Brief. The Team Project Mamanger must submit an electoronic Research Brief in conjunction with the Final Project Report. This will be a publicy available report and all project 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 insght to it’s readers without reading the entire report. The research Brief contains a statement of the problem/gap, background information, concise analysis and main conclusions. The contect is technically based, instructions are below and a template is available in the PRIMIS sytem.

(a) Research Brief Content:

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

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

3) Consist of short, concise paragraphs;

4) Begin with a summary;

5) Be wrtieen 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 consclusion; 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.

19. Peer Review Reports. The Team Project manager must submit an electronic report that documents the comments and edits suggestd by the academic TAP member 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 memever and should include their signed Non Disclosure agreements/complict of interste form.

Technical Advisory Panel A Technical Advisory Panel (TAP) is required for all projects. The TAP will be utilized to make technical recommendations to PHMSA and the Team 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 and and aminiumum of two acadamia (see Project Peer Reviews). The TAP can also include subject matter experts and other organizations as appropriate.

Project Peer Reviews Peer Reviews will be conducted on the project thorugh out the project lifecycle as part of the Technical Advosory Panel (TAP). Peer review is intended to address research output quality, uncover technical problems or unresolved issues in the project through the use of technically competent and independent experts. A minimum of two representatives from academia having the related technical and or engineering background by degree, shall be part of the TAP.

Team Project Manager will 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.

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

811, Call Before You Dig Program (June 2014) Damage to pipelines during excavation is a leading cause of accidents resulting in serious injuries and fatalities, but these accidents are preventable, and you can help in preventing them.

811 is designated as the national call-before-you-dig number. Every state has a one-call law requiring excavators to have underground utilities marked before digging.

There are five steps to safer digging:

1. Make a free call to 811 a few days before digging.

1. Wait the required time – which is prescribed in state law but generally two to three days.

1. Locate/mark the utilities accurately. (This step applies to underground facility/utility owners.)

1. Respect the marks.

1. Dig with care.

The contractor is encouraged to adopt the “811, Call Before You Dig” program for its employees when digging on company-owned, leased, or personally-owned property. For information on how to implement such a program please visit the 811 – Call Before You Dig section of the Pipeline and Hazardous Materials Safety Administration (PHMSA) website at www.phmsa.dot.gov.

The contractor shall include the substance of this clause in all subcontracts that exceed the micro-purchase threshold.

(End of clause) Drug-Free Workplace The Recipient must comply with the provisions of Public Law 100-690, Title V, Subtitle D, “Drug-Free Workplace Act of 1988,” which require the Recipient to take steps to provide a drug-free workplace. The Recipient must comply with 49 CFR 32, “Government-wide Requirements for Drug Free Workplace (Financial Assistance)” which is incorporated by reference into this award. 49 CFR 32 is available at: http://www.ecfr.gov/cgi-bin/textidx?

c=ecfr&SID=026fa3ed9dc9a0c4bfb55d9e6833ff97&rgn=div5&view=text&node=49:1.0 .1.1.25&idno=49

Seat Belt Use Policies and Programs In accordance with Executive Order 13043, The Recipient of this award is encouraged to adopt on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information on how to implement such a program or for statistics on the potential benefits and cost-savings to your company or organization, please visit the Buckle Up America section on NHTSA’s website at www.nhtsa.dot.gov. Additional resources are available from the Network of Employers for Traffic Safety (NETS), a public-private partnership headquartered in Washington, D.C. dedicated to improving the traffic safety practices of employers and employees. NETS can be contacted at 1-(888) 221-0045 or visit its website at www.trafficsafety.org. This special provision should be included in all contracts, subcontracts, and agreements entered into by the recipient under this award.

Combating Trafficking in Persons

PHMSA may terminate grants, cooperative agreements, or other transaction agreements, or take any of the other remedial actions authorized under 22 U.S.C. 7104(g), without penalty, if the RECIPIENT or any SUBRECIPIENT, engages in, or uses labor recruiters, brokers, or other agents who engage in-

(i) severe forms of trafficking in persons;

(ii) the procurement of a commercial sex act during the period of time that the grant, or cooperative agreement is in effect;

(iii) the use of forced labor in the performance of the grant or cooperative agreement; or

(iv) acts that directly support or advance trafficking in persons, including the following acts:

(I) Destroying, concealing, removing, confiscating, or otherwise denying an employee access to that employee’s identity or immigration documents.

(II) Failing to provide return transportation or pay for return transportation costs to an employee from a country outside the United States to the country from which the employee was recruited upon the end of employment if requested by the employee, unless-

(a) exempted from the requirement to provide or pay for such return transportation by the Federal department or agency providing or entering into the grant, or cooperative agreement; or

(b) the employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or a witness in a human trafficking enforcement action.

(III) Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations, or promises regarding that employment.

(IV) Charging recruited employees unreasonable placement or recruitment fees, such as fees equal to or greater than the employee's monthly salary, or recruitment fees that violate the laws of the country from which an employee is recruited.

(V) Providing or arranging housing that fails to meet the host country housing and safety standards.

(End of provision)

Access to Results of Federally Funded Scientific Research (PHMSA JUL, 2016)

I. Public Access Requirements and Compliance In response to the White House Office of Science and Technology Policy memorandum dated February 22, 2013, entitled Increasing Access to the Results of Federally Funded Scientific Research, DOT is incorporating Public Access requirements into all funding awards (grants, cooperative agreements, and other transaction agreements) for scientific research. This provision sets forth the requirements a funding recipient must satisfy to be in full compliance with the USDOT Public Access plan. For all wholly or partially federal funded scientific research agreements, the Recipient hereby agrees to comply with the requirements of the USDOT Public Access plan. The Recipient is required to include these obligations in any sub-awards or other related funding agreements. The full requirements of the DOT Public Access plan requirements include, but are not limited to, the following:

A. Copyright License Recipient hereby grants to the USDOT a worldwide, non-exclusive, non-transferable, paid-up, royalty-free copyright license, including all rights under copyright, to any and all Publications and Digital Data Sets as such terms are defined in the USDOT Public Access plan, resulting from scientific research funded either fully or partially by this funding agreement. Recipient herein acknowledges that the above copyright license grant is first in time to any and all other grants of a copyright license to such Publications and/or Digital Data Sets, and that USDOT shall have priority over any other claim of exclusive copyright to same.

B. Reporting and Compliance Activities Recipient hereby agrees to satisfy the reporting and compliance requirements as set forth in the USDOT Public Access plan, including, but not limited to, the submission and approval of a Data Management Plan, the use of Open Researcher and Contributor ID (ORCID) numbers, the creation and maintenance of a research project record in the Transportation Research Board’s (TRB) Research in Progress (RiP) database, and the timely and complete submission of all required publications and associated digital data sets as such terms are defined in the DOT Public Access plan. Additional information about how to comply with the requirements can be found at: http://ntl.bts.gov/publicaccess/howtocomply.html

The US DOT Public Access Plan can be accessed at: https://www.transportation.gov/sites/dot.gov/files/docs/Official%20DOT%20Public%20Access%20Plan%20ver%201.1.pdf (End of provision)

Contractor Issued Announcements

1. The recipient of this award must provide, in advance, to the PHMSA Agreement Officer, for review and concurrence, any proposed:

-post-award announcement/press release when the content refers to PHMSA.

-clause, for publication or presentation, in which PHMSA is mentioned.

2. The recipient of this award must include the following statement in clauses for publication or presentation resulting from this award:

“This work was funded in part, under the Department of Transportation, Pipeline and Hazardous Materials Safety Administration. The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the official policies, either expressed or implied, of the Pipeline and Hazardous Materials Safety Administration, the Department of Transportation, or the U.S. Government.”

Encouraging Recipient Policies to Ban on Text Messaging While Driving

(a) Definitions. As used in this clause-- “Driving”—

(1) Means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.

(2) Does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary.

“Text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park.

(b) This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging while Driving, dated October 1, 2009.

(c) The Recipient is encouraged to—

(1) Adopt and enforce policies that ban text messaging while driving—

(i) Company-owned or -rented vehicles or Government-owned vehicles; or

(ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government.

(2) Conduct initiatives in a manner commensurate with the size of the business, such as—

(i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and

(ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

(d) Sub-awards. The Recipient shall insert the substance of this clause, including this paragraph (d), in all sub-awards exceeding $3,500.

Government-wide Debarment and Suspension (Non-procurement)

The Recipient must review the “list of parties excluded from federal procurement or non-procurement programs” located on the System for Award Management (SAM) website: http://www.sam.gov/ before entering into a sub-award.

The Recipient must comply with the provisions of EO 12549, “Debarment and Suspension.”

2 CFR Part 1200 is incorporated by reference into this award.

2 CFR Part 1200 is available at www.gpoaccess.gov by clicking on: 2 CFR Part 1200.

The Recipient must inform the AO if the recipient suspends or debars a sub-awardee.

Suspended/Debarred/Delinquent Federal Debt (March 2016)

- Awardee is prohibited from making sub-awards to suspended or debarred entities

- Awardee is required to check the Federal Government's System for Award Management (SAM) at www.sam.gov to determine whether the SAM entity record indicates a “Yes” answer to either “Has Active Exclusion?” or “Delinquent Federal Debt?” If a “Yes” answer is discovered, stop the award process, and inform the PHMSA contract specialist. In that case, awardee may not make a sub-award unless approved in writing by the PHMSA Senior Agreement Officer.

- Awardee is required to maintain a hard copy of the record of the SAM search of the potential sub-awardee.

(End of Clause)

Reporting Executive Compensation and First Tier Sub-Awards (October 2010)

(a) Definitions. As used in this provision:

“Executive” means an officer or any other employee in a management position.

“First-tier sub-award” means an award issued directly by the prime Awardee to a sub-awardee to provide support for the performance of any portion of the substantive project or program for which the award was received. A sub-award includes an agreement that the prime Awardee or a sub-awardee considers a contract.

“Total compensation” means the cash and noncash dollar value earned by the executive during the Awardee’s preceding fiscal year and includes the following:

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights.

(3) 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.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6) 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.

(b) System for Award Management (SAM). As a recipient of a Federal award you are required to register in SAM at https://www.sam.gov.

(c) Notification to Sub-Awardees. Awardees are required to report information on sub-awards. The law requires all reported information be made public; therefore, the Awardee is responsible for notifying its sub-awardees that the required information will be made public.

(d) Reporting of First-Tier Sub-Awards. By the end of the month following the month of award of a first-tier sub-award with a value of $25,000 or more, the Awardee shall report the information below at http://www.fsrs.gov for each first-tier sub-award. (The Awardee shall follow the instructions at http://www.fsrs.gov to report the data.) If the Awardee, in the previous tax year, had gross income from all sources under $300,000, the Awardee is exempt from the requirement to report subcontractor awards. If a sub-awardee, in the previous tax year had gross income from all sources under $300,000, the Awardee does not need to report awards made to that sub-awardee.

(1) Unique identifier (9-digit Data Universal Numbering System (DUNS) number) for the sub-awardee receiving the award, and for the sub-awardee’s parent company, if the sub-awardee has a parent company.

(2) Name of the sub-awardee.

(3) Amount of the sub-award.

(4) Date of the sub-award.

(5) A description of the effort being provided under the sub-award, including the overall purpose and expected outcome or result of the sub-award.

(6) Sub-award number (assigned by the Awardee).

(7) Sub-awardee’s physical address including street address, city, state, country, 9-digit zip code, and congressional district.

(8) Sub-awardee’s primary performance location including street address, city, state, country, 9-digit zip code, and congressional district.

(9) The prime award number (assigned by PHMSA)

(10) Awarding agency name. (PHMSA)

(11) Funding agency name. (PHMSA)

(12) Government awarding office code. (56)

(13) Treasury account symbol (TAS) as reported in FAADS.

(14) The applicable North American Industry Classification System (NAICS) code.

(e) Reporting Executive Compensation of Awardee. If the Awardee, in the previous tax year, had gross income from all sources under $300,000, the Awardee is exempt from the requirement to its executive compensation.

By the end of the month following the month of receipt of a prime award, and annually thereafter, the Awardee shall report the names and total compensation of each of the five most highly compensated executives for the Awardee’s preceding completed fiscal year at http://www.ccr.gov if, in the Awardee’s preceding fiscal year, the Awardee received:

(1) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub-awards), cooperative agreements, other transaction agreements; and

(2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub-awards), cooperative agreements, other transaction agreements; and

(3) 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.)

(f) Reporting Executive Compensation of Sub-Awardees. If the Awardee, in the previous tax year, had gross income from all sources under $300,000, the Awardee is exempt from the requirement to report the executive compensation of sub-awardees. If a sub-awardee, in the previous tax year had gross income from all sources under $300,000, the Awardee does not need to report the executive compensation of that sub-awardee.

By the end of the month following the month of a first-tier sub-award with a value of $25,000 or more, and annually thereafter, the Awardee shall report the names and total compensation of each of the five most highly compensated executives for each first-tier sub-awardee for the sub-awardee’s preceding completed fiscal year at http://www.fsrs.gov, if in the sub-awardee’s preceding fiscal year, the sub-awardee received:

(1) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub-awards), cooperative agreements, other transaction agreements; and

(2) $25,000,000 or more in annual gross revenues from Federal…