COOPERATIVE AGREEMENT TERMS AND CONDITIONS.pdf

COOPERATIVE AGREEMENT TERMS AND CONDITIONS

(SEPT 2006 Rev 2)

Refer to:

DoDGARs Part 21 and 22

DoDGARs, 2 CFR Chapter XI, Subchapter D

This agreement shall be implemented in accordance with Title 2 of the Code of

Federal Regulations Chapter XI, Subchapters C and D. The provisions in

Subchapters C and D control over any inconsistent provision contained herein.

Chapter 1 ARTICLES

1. Order of Precedence

2. Statutes and Regulations

3. Cost Principles and Audit*

4. Record Retention and Access Requirements *

5. Modification of Cooperative Agreement

6. Prior Approvals and Changes

7. Allowable Costs *

8. Unexpended Balance

9. Overpayment and Earned Interest

10. Future Funding

11. Subagreements *

12. Hatch Act *

13. Environmental Standards *

14. Cargo Preference *

15. Preference for U. S. Flag Air Carriers *

16. Profit or Fee *

17. Claims, Disputes and Appeals*

18. Debarment and Suspension*

19. Drug Free Workplace *

20. Standards for Financial Management Systems *

21. Payment *

22. Procurement *

23. Property *

24. Reports*

25. Termination and Enforcement*

26. After-Award Requirements

27. Cost Share or Match *

* Refer to DoDGARS, Part 22, appendices 2 CFR Chapter XI for applicable modifications and requirements.

1. Order of Precedence

This Cooperative Agreement is subject to the laws and regulations of the United States.

Any inconsistency or conflict in the terms and conditions specified in this Cooperative

Agreement shall be resolved according to the following order of precedence:

(a) The Federal statute authorizing this award, or any other Federal statutes directly affecting performance of this Cooperative Agreement.

(b) Department of Defense Grant and Assistance Regulations (DoDGARs) Title 2 of the

Code of Federal Regulations, Subtitle B, Chapter XI.

(c) These General Terms and Conditions.

(d) Other terms and conditions contained within this Cooperative Agreement and any attached schedules.

2. Statutes and Regulations

This Cooperative Agreement is subject to the laws and regulations of the United States that apply to assistance instruments including Chapter 63 of U.S. Code Title 31. DoDGARs part 21, 22 and 2 CFR Chapter XI are hereby incorporated into this Cooperative Agreement by reference.

3. Cost Principles and Audit

2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit

Requirements for Federal Awards apply specifically to the Cooperator. Cooperator shall submit a copy of Uniform Guidance Single Audit reports to the agency Inspector General (IG) and to

DoD (IG).

4. Record Retention and Access Requirements

All financial and programmatic records, supporting documents, statistical records, and other records of Cooperators or sub-Cooperators which are:

(i) Required to be maintained by the terms of this part, program regulations or the cooperative agreement, or

(ii) Otherwise reasonably considered as pertinent to program regulations or the cooperative agreement.

5. Modification of Cooperative Agreement

The only method by which this Cooperative Agreement can be modified is by a formal, written and signed modification. Administrative modification(s) to the Cooperative Agreement may be accomplished unilaterally by the signature of designated Cooperative Agreement

Administrative Representative or Awarding Officer. Changes to the express clauses or terms of the Cooperative Agreement affecting price, quality, quantity or delivery of the Cooperator’s acts or omissions in performing the Scope of Work shall be the subject of a bilaterally executed modification. No other communications, whether oral or in writing, shall modify this

Cooperative Agreement.

6. Prior Approvals and Changes

Any program changes to the approved project must comply with DoDGARS Subpart

34.15, Revision of Budget and Program Plans.

7. Allowable Costs

Cooperative agreement funds may be applied only to those costs allowed under CFR 200, Subpart E, Cost Principles.

8. Unexpended Balance

In the absence of any specific notice to the contrary, Cooperators are authorized to carry forward unexpended balances of funds received to subsequent funding periods.

9. Overpayment and Earned Interest

Overpayment. Within ninety (90) days after the end date of the Cooperative Agreement, any overpayment of funds shall be remitted to the Administrative Grants Officer (AGO) at the

Administrative Office on the Award/Modification document, by check made payable to the

Naval Facilities Engineering Systems Command. An overpayment represents the difference between allowable actual expenditures and total disbursements received by the Cooperator.

Advances and Earned Interest. Interest earned on any account holding funds advanced under this Cooperative Agreement shall be remitted at least quarterly to the Naval Facilities

Engineering Systems Command, 1322 Patterson Ave. S.E., Washington, D.C. 20374-5065, by check made payable to the Treasury of the United States.

10. Future Funding

The Government’s legal funding obligation is limited to the amount shown as the “Total

Obligated on Award,” section of the Cooperative Agreement document.

11. Subagreements

Cooperator shall comply with DoDGARS Part 34 and 2 CFR Part 200 in awarding any subagreement.

12. Hatch Act

The Cooperator agrees to comply with the Hatch Act (5 U.S.C. 1501-1508 and 7324 -

7328), as implemented by the Office of Personnel Management at 5 CFR part 151, which limits political activity of employees or officers of State or local governments whose employment is connected to an activity financed in whole or part with Federal funds.

13. Environmental Standards

By accepting funds under this Cooperative Agreement, the Cooperator assures that it will:

(a) Comply with applicable provisions of the Clean Air Act (42 U.S.C. 7401, et seq.) and

Clean Water Act (33 U.S.C. 1251, et.seq.), as implemented by Executive Order 11738 [3 CFR, 1971-1975 comp., p. 799] and Environmental Protection Agency (EPA) rules at Subpart J of 40

CFR Part 32.

(b) Identify to the Cooperator agency any impact that this agreement may have on:

(1) The quality of the human environment, and provide help the agency may need to comply with the National Environmental Policy Act (NEPA, at 42 U.S.C. 4321, et seq.) and to prepare Environmental Impact Statements or other required environmental documentation. In such cases, the Cooperator agrees to take no action that will have an adverse environmental impact (e.g., physical disturbance of a site such as breaking of ground) until the agency provides written notification of compliance with the environmental impact analysis process.

(2) Coastal barriers, and provide help the agency may need to comply with the

Coastal Barriers Resource Act (16 U.S.C. 3501, et seq.), concerning preservation of barrier resources.

(3) Any existing or proposed component of the National Wild and Scenic Rivers system, and provide help the agency may need to comply with the Wild and Scenic Rivers Act of

1968 (16 U.S.C. 1271, et seq.).

14. Cargo Preference

The Cooperator agrees that it will comply with the Cargo Preference Act of 1954 (46

U.S.C. 1241), as implemented by Department of Transportation regulations at 46 CFR 381.7, which require that at least 50 percent of equipment, materials or commodities procured or otherwise obtained with U.S. Government funds under this cooperative agreement, and which may be transported by ocean vessel, shall be transported on privately owned U.S.-flag commercial vessels, if available.

15. Preference for U. S. Flag Air Carriers

Travel supported by U.S. Government funds under this cooperative agreement shall use

U.S.-flag air carriers (air carriers holding certificates under 49 U.S.C. 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C.

40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B138942.

16. Profit or Fee

In accordance with 2 CFR Part 200 no fee or profit may be charged to this cooperative agreement.

17. Claims, Disputes and Appeals

(a) Cooperator Claims.

All claims shall be submitted in accordance with 2 CFR Part 1136, Appendix D.

Per 2 CFR Part 1136, Appendix D, any claims arising out of this agreement must be:

(1) Submitted in writing to the Grants Officer;

(2) Specify the nature and basis for the relief requested, and;

(3) Include all data and relevant facts in support of the claim.

(b) DOD Component Claims.

Claims by a DOD Component shall be the subject of a written decision by the Grants

Officer.

(c) Alternative Dispute Resolution (ADR).

The Parties shall use ADR to the maximum extent practicable, and comply with 32 CFR

22.815 ADR policies and procedures.

(d) Grants Officer Decisions.

(1) Within 60 calendar days after receipt of a written claim, the Grants Officer shall:

(a) Prepare a written decision, which shall include: the reasons for the decision;

the relevant facts on which the decision is based; and the identity and mailing address of the cognizant Appeal Authority, and; shall be included in the award file, or

(b) Notify the Cooperator of a date when the written decision will be rendered.

The notice shall address why additional time is needed.

(2) The Grants Officer’s decision is final, unless appealed. In the event of an appeal, the

Parties shall endeavor to use ADR procedures to the maximum extent practicable.

(e) Formal Administrative Appeals.

All formal administrative appeals shall comply with the applicable provisions of 2 CFR Part

1136, Appendix D Claims, disputes, and appeals.

(1) Appeal Authority. The Assistant Commander for Acquisition is the Appeal

Authority to decide formal, administrative appeals under this Grant.

(2) All appeals must be filed within 90 days of receiving the Grant’s Officers written decision.

(f) Non-exclusivity of remedies.

Nothing in this section is intended to limit a Cooperator’s right to any remedy under the law.

18. Debarment and Suspension

Cooperators shall comply with the requirements of DoDGARs Part 25, Subpart C, “Government-Wide Suspension and Debarment (Nonprocurement)”, 32 CFR Part 25, Subpart C.

The Cooperator shall also include a similar term or condition in any lower-tier covered transactions, as required by DoDGARs Part 25, Subpart B, 32 CFR Part 25 (2004).

19. Drug Free Workplace

By accepting funds under this Cooperative Agreement, the Cooperator agrees to comply with the “Government –Wide Drug-Free Workplace (Grants)” requirements specified by

DoDGARS Part 26, Subpart B (or Subpart C, if the Cooperator is an individual) of 32 CFR Part

26 (2004), which implements Secs. 5151-5160 of the Drug-Free Workplace Act of 1988 (41

U.S.C. 701, et. seq.).

20. Standards for Financial Management Systems

By accepting funds under this cooperative agreement, the Cooperator agrees to maintain a financial management system that complies with 2 CFR Part 1128.

21. Payment

Cooperator shall submit any request for payment in accordance with 32 CFR 34.12, Payment. Payment will be made in accordance with 32 CFR 34.12.

For any advance payment the Cooperator must maintain or demonstrate the willingness to maintain the conditions set forth at 32 CFR 34.12(b)(2). Cooperator is authorized to be paid in advance under the conditions set forth at 32 CFR 34.12(b)-(g).

Reimbursement is the preferred method when the requirements in 32 CFR 34.12(b)(2) cannot be met. The Cooperator is authorized reimbursements under the conditions set forth at 32

CFR 34.12(c)–(g).

22. Procurement

Cooperator’s system for acquiring goods and services under this Cooperative Agreement shall comply with 2 CFR Part 1132.

23. Property

Title shall vest in, and Cooperator shall manage, property under this cooperative agreement in accordance with 32 CFR 34.21-34.25.

24. Reports

Cooperator shall maintain and submit reports in accordance with 32 CFR 34.41 and

34.42.

25. Termination and Enforcement

This award is subject to 32 CFR 34.51, Termination, and 34.52, Enforcement.

26. After-Award Requirements

Closeouts, subsequent adjustments, continuing responsibilities, and collection of amounts due are subject to the requirements in 32 CFR 34.61-34.63.

27. Cost Share or Match

Any cost share or cost match agreements shall comply with 32 CFR Part 34.13.