Attachment B.docx

NATIONAL GEOLOGICAL AND GEOPHYSCIAL DATA PRESERVATION PROGRAM (NGGDPP)

GRANT PROGRAM ANNOUNCEMENT No. G14AS00026

NATIONAL GEOLOGICAL AND GEOPHYSCIAL DATA PRESERVATION PROGRAM (NGGDPP)

GRANT PROGRAM ANNOUNCEMENT No. G15AS00016 Attachment B - Special Terms and Conditions

1. Method of Payment Payments under financial assistance awards must be made using the Department of the Treasury Automated Standard Application for Payments (ASAP) system (www.asap.gov).

a. The Recipient agrees that it has established or will establish an account with ASAP. USGS will initiate enrollment in ASAP. If the Recipient does not currently have an ASAP account, they must designate an individual (name, title, address, phone and e-mail) who will serve as the Point of Contact (POC). All recipients, including foreign entities, must have a DUNS number and a EIN/TIN number in order to receive payment.

b. With the award of each grant, a sub-account will be set up from which the Recipient can draw down funds. After recipients complete enrollment in ASAP and link their banking information to the USGS ALC (14080001), it may take 7-10 days for sub-accounts to be activated and for funds to be authorized for drawdown in ASAP.

c. Inquiries regarding payment should be directed to:

Philadelphia, PA 19115-6317

Kansas City, MO 64116-0599

Oakland, CA 94623-1700

d. Payments may be drawn in advance only as needed to meet immediate cash disbursement needs.

2. Definitions A. Grant Agreement A grant agreement is the legal instrument reflecting a relationship between the Federal Government and a State or local government or other recipient whenever:

A cooperative agreement is the legal instrument reflecting a relationship between the Federal Government and a State or local government or other recipient whenever:

Grantee or cooperator means the nonprofit corporation or other legal entity to which a grant or cooperative agreement is awarded and which is accountable to the Federal Government for the use of the funds provided. The grantee or cooperator is the entire legal entity even if only a particular component of the entity is designated in the award document. For example, a grant or cooperative agreement award document may name as the grantee one school or campus of a university. In this case, the granting agency usually intends, or actually requires, that the named component assume primary or sole responsibility for administering the grant-assisted project or program. Nevertheless, the naming of a component of a legal entity as the grantee or cooperator in a grant or cooperative agreement award document shall not be construed as relieving the whole legal entity from accountability to the Federal Government for the use of the funds provided.

The term “grantee” or “cooperator” does not include secondary recipients such as sub grantees, contractors, etc., who may receive funds from a grantee pursuant to a grant.

D. Recipient Recipient means grantee or cooperator.

E. Principal Investigator The Principal Investigator is the individual designated by the Recipient (and approved by the USGS) who is responsible for the technical direction of the research project. The Principal Investigator cannot be changed or become substantially less involved than was indicated in the Recipient's proposal, without the prior written approval of the Contracting Officer.

F. Grants Program Manager

(1) The Grants Program Manager will work closely with the Principal Investigator to ensure that all technical requirements are being met. Grants Manager responsibilities include, but are not limited to, providing technical advice on the accomplishment of the proposal's objectives; reviewing the technical content of reports and the other information delivered to the USGS; determining the adequacy of technical reports; and conducting site visits, in coordination with the Contracting Officer, as frequently as practicable.

(2) The acting NGGDPP Program Coordinator is Betty Adrian, U.S. Geological Survey, Box 25046, Mail Stop 975, Denver, CO 80225. The Program Coordinator does not have the authority to issue any technical direction which constitutes an assignment of additional work outside the scope of the award; in any manner cause a change in the total cost or the time required for performance of the award; or change any of the terms, conditions, or general provisions of the award.

Functions of the contracting officer include but are not limited to:

(8) Approving invoice payments.

(9) Receiving all requests for changes to an award. The contracting officer shall serve as the mandatory control point for all official communications with the grantee which may result in changing the amount of the grant/cooperative agreement, the grant/cooperative agreement budget, or any other terms and conditions of the grant.

(10) Receiving financial reports required by the terms and conditions of the award.

(11) Closing out grant/cooperative agreement awards when all applicable award requirements have been complied with.

3. Reporting Requirements A. Required reports/documents

The Principal Investigator is required to submit the following reports or documents:

Report/Document

No. of Copies and Method of Transmittal

Submit To

When Due

(1) For Collection Inventory:

On-line inventory form

below Within 90 calendar days after the end of the performance period. See Section 3.B (1) below.

(2) For Metadata:

Digital Metadata files

(5) Final SF 425 Financial Status Report

B. Report preparation instructions

The Recipient must prepare the reports/documents in accordance with the following instructions:

(1) For Collection Inventory. The recipient must submit records for collections via forms available from http://datapreservation.usgs.gov/catalog.shtml. Record entry must be completed within 90 calendar days after the end of the project period.

(2) For Metadata for the National Catalog. Files of digital metadata for individual samples in collections entered into the catalog is required. Provide metadata records to the National Digital Catalog through one of the supported methods documented at http://datapreservation.usgs.gov/catalog.shtml.

(3) For all data converted to digital format or migrated to updated digital format and any records or data rescued under the special needs objective must have appropriate metadata created and entered in the National Digital Catalog. Optional: For providing scanned geoscience maps to the National Geologic Map Data Base, please consult with the agency's NGMDB contact person or send inquiries to ngmdb@flagmail.wr.usgs.gov. The NGMDB project may be able to assist with scanning needs. Please contact Dave Soller (drsoller@usgs.gov) to discuss what services are available.

(4) For All Awards. The final technical report must document and summarize the results of the work. Such reports must contain a comparison of actual accomplishments to the goals established for the period; reasons why established goals were not met, if applicable; and other pertinent information. The final report must be submitted within 90 calendar days of the end of the project period.

(a) Submit the Final Technical Report electronically as an Adobe Acrobat PDF file e-mail attachment to: Betty Adrian at badrian@usgs.gov with a copy of the transmittal sent to Margaret Eastman at mrussell@usgs.gov.

(b) Final Technical reports must consist of the following sections:

· Cover page with the following information:

a. Award Number

b. Title

c. Author and affiliation with address and zip code

d. Author's telephone numbers, fax numbers and e-mail addresses

e. Term covered by the award (start and end dates)

f. Submittal date of final technical report

g. Abstract

· Main body of the report with the following information:

a) Comparison of actual accomplishments to the goals established for the period;

b) If established goals were not met, explanation of circumstances and impediments.

c) Specific examples of user success stories that highlight state preservation accomplishments.

(5) Final Federal Financial Report

(a) The recipient will liquidate all obligations incurred under the award and submit a final STANDARD FORM 425, FEDERAL FINANCIAL REPORT through FedConnect (www.fedconnect.net) no later than 90 calendar days after the grant completion date. Recipient will promptly return any unexpended federal cash advances or will complete a final draw from ASAP to obtain any remaining amounts due. Once 120 days has passed since the grant completion date, the ASAP subaccount for this award may be closed by USGS at any time.

(b) Subsequent revision to the final SF 425 will be considered only as follows -

(1) When the revision results in a balance due to the Government, the recipient must submit a revised final Federal Financial Report (SF 425) and refund the excess payment whenever the overcharge is discovered, no matter how long the lapse of time since the original due date of the report.

(2) When the revision represents additional reimbursable costs claimed by the recipient, a revised final SF 425 may be submitted to the Contracting Officer with an explanation. If approved, the USGS will either request and pay a final invoice or reestablish the ASAP subaccount to permit the recipient to make a revised final draw. Any revised final report representing additional reimbursable amounts must be submitted no later than 1 year from the due date of the original report (i.e., 15 months following the agreement completion date). USGS will not accept any revised SF 425 covering additional expenditures after that date and will return any late request for additional payment to the recipient.

C. Adherence to reporting requirements. A Recipient's failure to submit the required Final Technical Report and final financial report, generally within 6 months of the end date of the award, will likely result in delay or non-issuance of new awards. Failure to submit a Progress Report for multi-year awards will likely result in delayed renewal of funds.

4. Adherence to Original Research Objective and Budget Estimate

A. Any commitments or expenditures incurred by the Recipient in excess of the funds provided by this award shall be the responsibility of the Recipient. Expenditures incurred prior to the effective date of this award cannot be charged against award funds.

B. The following requests for change require advance written approval by the Contracting Officer shown on your award. Your request must be submitted to the Contracting Officer at least 45 calendar days prior to the requested effective date of the change:

Requests for no-cost extensions will be considered on a case-by-case basis. The USGS reserves the right to limit the length of time and number of no-cost extensions.

Please note that no-cost extensions are not intended to be used merely for the purpose of expending unobligated balances. Applicants must supply documentation supporting their request for an extension.

The Recipient shall include in the request:

· the cause of the needed extension,

· a description of the remaining work to be completed,

· the proposed new end date, and

· the amount of funds remaining.

A request for an extension that is received by the Contracting Officer after the expiration date shall not be honored. Requests for no-cost extensions shall be submitted to the Contracting Officer at least 45 days before the grant end date.

C. The Contracting Officer will notify the Recipient in writing within 30 calendar days after receipt of the request for revision or adjustment whether the request has been approved.

5. Nonexpendable Personal Property The recipient must comply with 2 CFR Part 215, Section 215.34. Title to nonexpendable personal property acquired wholly or in part with Federal funds shall be vested in the Recipient unless otherwise specified in the award document. The Recipient shall retain control and maintain a property inventory of such property as long as there is a need for such property to accomplish the purpose of the project, whether or not the project continues to be supported by Federal funds. When there is no longer a need for such property to accomplish the purpose of the project, the Recipient must use the property in connection with other Federal awards the Recipient has received. Under no circumstances shall title to such property be vested in a sub-tier recipient. Disposal of nonexpendable personal property shall be in accordance with the applicable OMB circular.

6. Record Retention Period Unless a longer period is requested by the award, a Recipient shall retain all records for 3 years after the end of the project period for which it uses USGS award funds.

7. Pre-agreement Costs Pre-agreement costs are not authorized under this program. Costs must be obligated during the project period.

8. Site Visits Site visits may be made by USGS representatives to review program accomplishments and management control systems and to provide technical assistance, as required.

9. Metric Conversion (43CFR Sec 12.915)

All progress and final reports, other reports, or publications produced under this award shall employ the metric system of measurements to the maximum extent practicable. Both metric and inch-pound unit (dual units) may be used if necessary during any transition period(s). However, the recipient may use non-metric measurements to the extent the recipient has supporting documentation that the use of metric measurements is impracticable or is likely to cause significant inefficiencies or loss of markets to the recipient, such as when foreign competitors are producing competing products in non-metric units.

10. Violation of Award Terms

If a Recipient materially fails to comply with the terms of the award, the Contracting Officer may suspend, terminate, or take such other remedies as may be legally available and appropriate in the circumstances.

11. Award Closeout

Awards will be closed out once all requirements have been met. Technical and financial reports must be submitted on time as specified in section 3, above. Failure to adhere to the reporting requirements may result in no future awards.

12. Partnership with Grantees/Cooperators

The USGS, through its federal grant/cooperative agreement awards, will collaborate with universities, federal state, local and tribal governments, and private organizations and businesses to provide relevant, timely, objective knowledge and information on natural resources, hazards, and the environment.

13. Buy American Act Notice (43 CFR Sec. 12.710(c))

Pursuant to Section 307(b) of the Department of the Interior (DOI) and Related Agencies Appropriations Act, FY 2000, Public Law 106-113, please be advised on the following:

In the case of any equipment or product that may be authorized to be purchased with financial assistance provided using funds made available in this Act, it is the sense of the Congress that entities receiving the assistance should, in expending the assistance, purchase only American-made equipment and products.

14. Anti-Lobbying (43 CFR Part 18)

The Recipient shall not use any part of the appropriated funds from the Department of the Interior for any activity or the publication or distribution of literature that in any way tends to promote public support or opposition to any legislative proposal on which Congressional action is not complete.

15. Seat Belt Provision (43 CFR Sec. 12.2(e))

Recipients of grants/cooperative agreements and/or sub-awards are encouraged to adopt and enforce on-the-job seat belt use policies and programs for their employees when operating company-owned, rented, or personally owned vehicles. These measures include, but are not limited to, conducing education, awareness, and other appropriated programs for their employees about the importance of wearing seat belts and the consequences of not wearing them.

16. No Endorsement Provision (43 CFR 12.2(d))

[Paragraph (B) applies to all awards. The remainder of this provision applies only when:

(1) the principal purpose of the agreement is a partnership where the recipient/partner contributes resources to promote agency programs or publicize agency activities, assists in fundraising, or provides assistance to the agency; and

(2) the agreement authorizes joint dissemination of information and promotion of activities being supported; and

(3) the recipient is not a State government, a local government, or a Federally-recognized Indian tribal government. ]

(A) Recipient shall not publicize or otherwise circulate, promotional material (such as advertisements, sales brochures, press releases, speeches, still and motion pictures, articles, manuscripts or other publications) which states or implies governmental, Departmental, bureau, or government employee endorsement of a product, service, or position which the recipient represents. No release of information relating to this award may state or imply that the Government approves of the recipient's work products, or considers the recipient's work product to be superior to other products or services.

(B) All information submitted for publication or other public releases of information regarding this project shall carry the following disclaimer:

The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions or policies of the U.S. Government. Mention of trade names or commercial products does not constitute their endorsement by the U.S. Government.

(C) Recipient must obtain prior Government approval for any public information releases concerning this award which refer to the Department of the Interior or any bureau or employee (by name or title). The specific text, layout photographs, etc. of the proposed release must be submitted with the request for approval.

(D) A recipient further agrees to include this provision in a subaward to any subrecipient, except for a subaward to a State government, a local government, or to a Federally-recognized Indian tribal government.

17. Use of U.S. Flag Air Carriers

Any air transportation to, from, between or within a country other than the U.S. of persons or property, the expense of which will be paid in whole or in part by U.S Government funding, must be performed by, or under a code-sharing arrangement with, a U.S. flag air carrier if service provided by such a carrier is "available" (49 U.S.C. 40118, commonly referred to as the Fly America Act). Tickets (or documentation for electronic tickets) must identify the U.S. flag air carrier's designator code and flight number. See the Federal Travel Regulation §301-10.131 - §301-10.143 for definitions, exceptions, and documentation requirements. (See also Comp. Gen. Decision B-240956, dated September 25, 1991.)

18. Access to Research Data

A. By regulation (43 CFR 12.936), recipients that are institutions of higher education, hospitals, or non-profit organizations are required to release research data first produced in a project supported with Federal funds that are cited publicly and officially by a Federal agency in support of an action that has the force and effect of law (e.g., regulations and administrative orders). “Research data” is defined as the recorded factual material commonly accepted in the scientific community as necessary to validate research findings. It does not include preliminary analyses; drafts of scientific papers; plans for future research; peer reviews; communications with colleagues; physical objects (e.g., laboratory samples, audio or video tapes); trade secrets; commercial information; materials necessary to be held confidential by a researcher until publication in a peer-reviewed journal; information that is protected under the law (e.g., intellectual property); personnel and medical files and similar files, the disclosure of which would constitute an unwarranted invasion of personal privacy; or information that could be used to identify a particular person in a research study.

B. These requirements do not apply to commercial organizations or to research data produced by State or local governments. However, if a State or local governmental grantee contracts with an educational institution, hospital, or non-profit organization, and the contract results in covered research data, those data are subject to these disclosure requirements.

C. Requests for the release of research data subject to this policy are required to be made to USGS, which will handle them as FOIA requests under 43 CFR 2.25. If the data are publicly available, the requestor will be directed to the public source. Otherwise, the USGS Contracting Officer/Grants Officer, in consultation with the affected recipient and the PI, will handle the request. This policy also provides for assessment of a reasonable fee to cover recipient costs as well as (separately) the USGS costs of responding.

19. Trafficking in Persons (22 U.S.C. § 7104(g)) A. Provisions applicable to a recipient that is a private entity.

(i) You as the recipient, your employees, subrecipients under this award, and subrecipients’ employees may not --

(a) Engage in severe forms of trafficking in persons during the period of time that the award is in effect;

(b) Procure a commercial sex act during the period of time that the award is in effect; or

(c) Use forced labor in the performance of the award or subawards under the award.

(ii) We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity --

(a) Is determined to have violated a prohibition in paragraph a.1 of this award term; or

(b) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either --

1. Associated with performance under this award; or

2. Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 43 CFR Part 42.

B. Provisions applicable to a recipient other than a private entitye. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity --

(i) Is determined to have violated a prohibition in paragraph a.1 of this award term; or

(ii) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either --

(a) Associated with performance under this award; or

(b) Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 43 CFR Part 42.

C. Provisions applicable to any recipient.

(i) You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term.

(ii) Our right to terminate unilaterally that is described in paragraph a.2 or b of this section:

(a) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and

(b) Is in addition to all other remedies for noncompliance that are available to us under this award.

(iii) You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity.

D. Definitions. For purposes of this award term:

(i) “Employee” means either:

(a) An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or

(b) Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements.

(ii) “Forced labor” means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

(iii) “Private entity”:

(a) Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25.

(b) Includes:

1. A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b).

2. A for-profit organization.

(iv) Severe forms of trafficking in persons,” “commercial sex act,” and “coercion” have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).

20. Research Integrity A. USGS requires that all grant or cooperative agreement recipient organizations adhere to the Federal Policy on Research Misconduct, Office of Science and Technology Policy, December 6, 2001, 65 Federal Register (FR) 76260, http://www.ostp.gov/html/001207_3.html. The Federal Policy on Research Misconduct outlines requirements for addressing allegations of research misconduct, including the investigation, adjudication, and appeal of allegations of research misconduct and the implementation of appropriate administrative actions.

B. The recipient must promptly notify the USGS Project Office when research misconduct that warrants an investigation pursuant to the Federal Policy on Research Misconduct is alleged.

22. Fiscal Integrity The recipient will notify the USGS Contracting Officer/Grants officer of any significant problems relating to the administrative or financial aspects of the award, such as misappropriation of Federal funds.

23. Program Income A. The recipient will have no obligation to the Federal Government for program income earned from license fees and royalties for copyrighted material, in accordance with 43 CFR 12.924(h) (for A-110 recipients) or 43 CFR 12.65(e) (for A-102 recipients).

B. If a purpose of this award is to support a conference, symposium, or similar event, income related to that event will be deducted from total allowable costs to determine the net allowable costs before calculating the Government's share of reimbursable costs, as provided in 3 CFR 12.65(g)(1) (for A-102 recipients) or 43 CFR 12.924(b)(3) (for A-110 recipients).

C. If the recipient is an educational institution or nonprofit research organization, any other program income will be added to funds committed to the project by the Federal awarding agency and recipient and be used to further eligible project or program objectives, as described in 43 CFR 12.924(b)(1).

D. For all other types of recipients, any other program income will be deducted from total allowable costs to determine the net allowable costs before calculating the Government's share of reimbursable costs, as provided in 3 CFR 12.65(g)(1) (for A-102 recipients) or 43 CFR 12.924(b)(3) (for A-110 recipients).

24. Prohibition on Text Messaging and Using Electronic Equipment Supplied by the Government while Driving

Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, was signed by President Barack Obama on October 1, 2009 (ref.:http://edocket.access.qpo.qov/2009/pdf/E9-24203.pdf). This executive order introduces a Federal Government-wide prohibition on the use of text messaging while driving on official business or while using Government-supplied equipment. Additional guidance enforcing the ban will be issued at a later date. In the meantime, please adopt and enforce policies that immediately ban text messaging while driving company-owned or rented vehicles or GOV, or while driving POV when on official Government business or when performing any work for or on behalf of the Government.

25. Transparency Act Subaward and Executive Compensation Reporting (2 CFR Part 170).

a. Reporting of first-tier subawards.

1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111–5) for a subaward to an entity (see definitions in paragraph e. of this award term).

2. Where and when to report.

(i) You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov.

(ii) For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.)

3. What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov.

b. Reporting Total Compensation of Recipient Executives.

1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if—

(i) the total Federal funding authorized to date under this award is $25,000 or more;

(ii) in the preceding fiscal year, you received—

a. 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and

b. $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and

(iii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm).

(iv)

2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term:

(i) As part of your registration profile at http://www.ccr.gov.

(ii) By the end of the month following the month in which this award is made, and annually thereafter.

c. Reporting of Total Compensation of Subrecipient Executives.

1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if—

(i) in the subrecipient's preceding fiscal year, the subrecipient received—

(A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and

(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm. )

2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term:

(i) To the recipient.

(ii) By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year ( i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year.

d. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report:

(i) Subawards, and

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

e. Definitions. For purposes of this award term:

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

(i) A Governmental organization, which is a State, local government, or Indian tribe;

(ii) A foreign public entity;

(iii) A domestic or foreign nonprofit organization;

(iv) A domestic or foreign for-profit organization;

(v) A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity.

2. Executive means officers, managing partners, or any other employees in management positions.

3. Subaward:

(i) This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient.

(ii) The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. __ .210 of the attachment to OMB Circular A–133, “Audits of States, Local Governments, and Non-Profit Organizations”).

(iii) A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract.

4. Subrecipient means an entity that:

(i) Receives a subaward from you (the recipient) under this award; and

(ii) Is accountable to you for the use of the Federal funds provided by the subaward.

5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(i) Salary and bonus.

(ii) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.

(iii) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

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

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

(vi) Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

End of Special Terms and Conditions