standard provisions revised.docx

MILLENNIUM CHALLENGE CORPORATION

MANDATORY STANDART TERMS AND PROVISIONS

I. INTRODUCTION

The recipient and any sub-recipient must flow down these standard provisions and comply with all applicable terms and conditions during the period of performance of award. For any subawards made with subrecipients the recipient must ensure compliance with monitoring procedures.

All Standard Provisions MUST BE FLOW DOWN TO SUBAWARDS.

II. ELIGIBLE COUNTRIES

Unless otherwise approved by the MCC Agreement Officer, funds will only be expended for assistance to countries eligible for assistance under the Millennium Challenge Act of 2003, as amended, or under acts appropriating funds for foreign assistance.

III. ORDER OF PRECEDENCE

In the event of any inconsistency between provisions of the award, the inconsistency will be resolved by giving precedence in the following order:

A. Applicable laws and statutes of the United States, including any specific legislative provisions mandated in the statutory authority for the award.

B. Code of Federal Regulations (CFR) C. Standard Terms and Conditions D. Award Specifics E. Other documents and attachments.

IV. CONTROLLING LANGUAGE

In accordance with 2 CFR 200.111, it is the MCC’s policy that English is the official language of all award documents. If an award or any supporting documents are provided in both English and a foreign language, it must be stated in each version that the English language version is the controlling version.

V. MILLENNIUM CHALLENGE CORPORATION (MCC) RESPONSIBILITIES

MCC has overall responsibility for MCC-funded awards, including providing oversight for technical, programmatic, financial and administrative performance.

1. MCC’s Agreement Officer (AO) is responsible for all actions on behalf of the MCC, including entering into, changing, or terminating an award. Agreement Officer is the only authorized individual to obligate USG funds. Warranted AOs act as public trust officials empowered with the authority to obligate the Government. The authority to appoint AO’s is limited to the Millennium Challenge Corporation Senior Procurement Executive (SPE). The SPE for the Millennium Challenge Corporation (MCC) is the Managing Director of the Contracts and Grants Management Division. The SPE has not delegated this authority.

2. MCC’s Agreement Officer’s Representative (AOR) and Project Monitor (PM). AOR is responsible for: monitoring the grantee’s performance and verify that it conforms to the technical requirements and quality standards agreed to in the terms and conditions of the grant/cooperative agreement; issuing technical directions or guidance in accordance with the terms of the grant/cooperative agreement; approving work plans, approaches, solutions, designs, or refinements; providing financial management recommendations and monitoring of costs; participation in the periodic evaluation of the grantee’s performance, and recommending in writing (with justification for the proposed action) to the AO any changes needed in the program description of the grant/cooperative agreement, including any changes to technical provisions of the contract that affect the timing of the deliverables/services or the overall cost-price of the contract.

PM is responsible for: monitoring the grantee’s performance and verify that it conforms to the technical requirements and quality standards agreed to in the terms and conditions of the grant/cooperative agreement; participation in the periodic evaluation of the grantee’s performance; assisting in recommendation in writing (with justification for the proposed action) to the AOR and AO any changes needed in the program description of the grant/cooperative agreement; assisting the AOR in issuing technical directions or guidance in accordance with the terms of the grant/cooperative agreement; assist the AOR in administering financial management responsibilities.

VI. RECIPIENT RESPONSIBILITIES AND COMPLIANCE WITH FEDERAL REQUIREMENTS

The recipient is responsible for notifying MCC of any significant problems relating to the administrative, programmatic or financial aspects of the award.

The recipient has full responsibility for the management of the project or activity supported under the award and for adherence to Federal regulations and the award terms and conditions. Although the recipient is encouraged to seek the advice and opinion of the AO and/or the AOR on special problems that may arise, such advice does not diminish the recipient’s responsibility for making prudent and sound administrative judgments under the circumstances prevailing at the time the decision was made and should not imply that the responsibility for operating decisions has shifted to MCC.

The prime Recipient must flow down the appropriate terms and provisions to all subrecipients and they must be appropriately addressed in the performing organization’s sub-award instruments.

Recipients must adhere to the Code of Federal Regulations (2 CFR 200.300 – 303) standards for financial management systems and methods for making payments, and rules for satisfying cost sharing and matching requirements, accounting for program income, budget revision approvals, making audits, determining allowability of costs, and establishing funds availability.

VII. RECIPIENT AND EMPLOYEE CONDUCT

1. The recipient must have written policies and procedures in place to prevent personal conflicts of interest and to prevent its officers, employees, or agents from using their positions for personal gain or presenting the appearance of a personal conflict of interest. A personal conflict of interest is a situation in which an officer, employee, or agent of the recipient has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially when performing under the award. The recipient’s written policy must state that an employee, officer, or agent of the recipient, or any member of an employee’s immediate family cannot receive a subaward, or have a financial or other interest in the entity selected for a subaward without disclosing the conflict and following the recipient’s written policies and procedures for mitigating the conflict. In addition, the written policy must state that the officers, employees, and agents of the recipient must neither solicit nor accept gratuities, favors, or anything of monetary value from subrecipients or prospective subrecipients.

2. The recipient, its employees, and consultants are private individuals, are not employees of the U.S. Government, and must not represent themselves as such.

3. Any outside business dealings of the recipient’s employees must be legal and not conflict in any manner with this award. Outside business dealings include, but are not limited to, any investments, loans, employment, or business ownership by the recipient’s employees, other than work to be performed under this award.

4. In the event the conduct of any recipient employee is not in accordance with this provision or this award, the recipient must coordinate with MCC to resolve the situation with regard to such employee including, if necessary, termination of the employee. In the case of termination of a non-host country national, the recipient must use its best efforts to cause the return of such employee to the United States, or point of origin, as appropriate.

5. If a potential or actual conflict of interest is identified after award and the effects cannot be avoided, neutralized or mitigated, the Federal awarding agency will terminate the award unless continued performance is determined to be in the best interest of the Federal government.

VIII. AWARD TERMINATION AND SUSPENSION

Termination and Suspension Procedures.

The termination notice must contain the reason(s) for the termination; the effective date; and, in the case of a partial termination, the portion to be terminated. If the termination is based on non-compliance, note that this termination decision may be considered in selection for future awards.

Upon receipt of, and in accordance with, a termination or suspension notice from MCC as specified above, the recipient must take immediate action to minimize all expenditures and, in the event of termination, cancel all obligations financed by this award to the greatest extent possible. Except as provided in this provision or as approved in writing by the AO, the recipient is not entitled to costs incurred after the effective date of termination.

Within 30 calendar days after the effective date of such termination, the recipient must repay to the U.S. Government all unexpended MCC funds as of the effective date of termination, which are not otherwise obligated by a non-cancelable legally binding transaction applicable to this award.

Should the funds paid by MCC to the recipient prior to the effective date of the termination of this award be insufficient to cover legally binding obligations to third parties by the recipient, the recipient may submit to MCC within 90 calendar days after the effective date of a termination a written claim covering such recipient obligations. The AO must determine the amount(s) to be paid by MCC to the recipient under such claim.

The MCC Agreement Officer may terminate this award in whole or in part if any of the circumstances stated below:

1. USG National Security or USG Foreign Policy Interests.

If at any time MCC determines that continuation of all or part of the funding for a program should be suspended or terminated because such assistance is not consistent with the national security or foreign policy interests of the United States, or would be in violation of an applicable law. In such cases, MCC may, following notice to the recipient, suspend or terminate the award in whole or in part and prohibit the recipient from incurring additional obligations chargeable to the award other than those costs specified in the notice of suspension. If a suspension is affected and the situation causing the suspension continues for 60 days or more, then MCC may terminate the award in whole or in part on written notice to the recipient and cancel any portion of the award which has not been disbursed or irrevocably committed to third parties.

2. Narcotics offense or engagement in drug trafficking In the event the recipient or any of its employees, subrecipients, or contractors are found to have been convicted of a narcotics offense or to have been engaged in drug trafficking as defined in 22 CFR 140, MCC reserves the right to terminate this award, in whole or in part, or take any other appropriate measures including, without limitation, refund or recall of any award amount. Additionally, the recipient must make a good-faith effort to maintain a drug-free workplace and MCC reserves the right to terminate or suspend this award if the recipient materially fails to do so.

3. Violation of the Provision of Trafficking in Persons (see the provision below)

4. Partial suspension or whole termination.

MCC may suspend this award, in whole or in part, at any time, following notice to the recipient, and prohibit the recipient from incurring additional obligations chargeable to this award other than those costs specified in the notice of suspension during the period of suspension.

The recipient or Agreement Officer (AO) may terminate this award at any time, in whole or in part, upon written notice to the other party (see the procedures above) provided 30 days in advance of the termination date.

The recipient must include this provision in all and subcontracts, affording the recipient the right to terminate the subaward or subcontract in the event MCC terminates this award.

IX. SUBAGREEMENTS

Subawardees and subcontractors have no relationship with MCC under the terms of this award. All required MCC approvals and technical directions must be directed through the recipient to MCC. Notwithstanding any other term of this award, subawardees and contractors have no right to submit claims directly to MCC and MCC assumes no liability for any third party claims against the recipient.

X. LIMITATION ON SUBAWARDS TO NON-LOCAL ENTITIES

(a) By submission of an application and execution of the award, the applicant/recipient agrees that at least fifty (50) percent of the cost of award performance incurred for personnel must be expended for employees of the prime/local entity.

(b) By submission of an application and execution of the award, the Applicant/Recipient represents that it is an individual, a corporation, a nonprofit organization, or another body of persons that:

(1) Is legally organized under the laws of;

(2) Has as its principal place of business or operations in;

(3) Is majority owned by individuals who are citizens or lawful permanent residents of; and

(4) Is managed by a governing body the majority of who are citizens or lawful permanent residents of the country in which this award will be primarily performed.

(c) For purposes of this provision, “majority owned” and “managed by” include, without limitation, beneficiary interests and the power, either directly or indirectly, whether exercised or exercisable, to control the election, appointment, or tenure of the organization's managers or a majority of the organization's governing body by any means.

XI. DISPUTES AND APPEALS

a. Any dispute under this award will be decided by the Agreement Officer (AO). The AO must furnish the recipient a written copy of the decision.

b. Decisions of the AO are final unless the recipient appeals the decision to MCC’s Deputy Vice President for Contracts and Administration. Any appeal made under this provision must be in writing, postmarked within 30 calendar days of receipt of the AO’s decision; include all relevant and material evidence; and be addressed to the MCC’s Deputy Vice President for Contracts and Administration. A copy of the appeal must be concurrently furnished to the AO. No hearing will be provided.

c. A decision under this provision by the MCC’s Deputy Vice President for Contracts and Administration is final.

d. Notwithstanding any other term of this award, subawardees and contractors have no right to submit claims directly to MCC and MCC assumes no liability for any third party claims against the recipient.

XII. ALLOWABLE COSTS

a. The recipient will be reimbursed for costs incurred in carrying out the purposes of this award in accordance with the terms of this award and the applicable cost principles in effect on the date of this award. The recipient may obtain a copy of the applicable cost principles from the Agreement Officer (AO):

2 CFR 200, Subpart E, Cost Principles;

48 CFR 31.2 Federal Acquisition Regulations (FAR)

b. It is the recipient's responsibility to ensure that costs incurred are in accordance with the applicable cost principles, meaning the costs are (1) reasonable: costs which are generally recognized as ordinary and necessary and would be incurred by a prudent person in the conduct of normal business; (2) allocable: incurred specifically for this award; and (3) allowable: conform to any limitations in this award. The recipient must obtain any prior written approvals from the AO that are required by the applicable cost principles. The recipient may obtain the AO’s written determination on whether specific costs not clearly addressed in the applicable cost principles are allowable or allocable. The AO reserves the right to make a final determination on the allowability of costs.

c. MCC will not pay any profit or fee to the recipient or subrecipients of a grant or cooperative agreement.

d. The recipient must retain documentation to support charges to this award for a period of three years from the date of submission of the final expenditure report.

e. This provision must be incorporated into all subawards and subcontracts.

XIII. DRUG-FREE WORKPLACE

The recipient must comply with drug-free workplace requirements in subpart B (or subpart C, if the recipient is an individual) of 2 CFR 782, which adopts the Government-wide implementation (2 CFR part 182) of sec. 5152–5158 of the Drug-Free Workplace Act of 1988 (Pub. L. 100–690, Title V, Subtitle D; 41 U.S.C. 701–707).

XIV. BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM, EXECUTIVE ORDER 13224

Executive Order 13224 designated certain individuals and entities that commit or pose a significant risk of committing terrorist acts and authorized the Secretary of State to designate additional individuals and entities. The Order also authorized the Secretary of the Treasury to designate additional individuals and entities that provide support or services to, are owned or controlled by, act for or on behalf of, or are “otherwise associated with,” an individual or entity who has been designated in or under the order. All property and interests in property of the individual or entity in the United States or in the possession or control of United States persons are blocked. The order prohibits all transactions and dealings in blocked property or interests in the United States or by United States persons, and also prohibits transactions with, and provision of support for, individuals or entities listed in or subject to the Order. The recipients should be aware of Executive Order 13224 and the names of the individuals and entities designated thereunder. A list of these names can be found in the exclusions section of the SAM.gov. The web site is: http://www.sam.gov. The recipients are reminded that U.S. Executive Order and U.S. laws prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of the recipient/contractor to ensure compliance with these Executive Orders and laws.

XV. PREVENTING TERRORIST FINANCING -- IMPLEMENTATION OF E.O. 13224

a. The recipient must not engage in transactions with, or provide resources or support to, individuals and organizations associated with terrorism, including those individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury (online at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx ) or the United Nations Security designation list (online at: http://www.un.org/sc/committees/1267/aq_sanctions_list.shtml ).

b. This provision must be included in all subawards and subcontracts issued under this award.

XVI. TRAVEL AND INTERNATIONAL AIR TRANSPORTATION

All travel costs must comply with the applicable cost principles and must be consistent with those normally allowed in like circumstances in the recipient's non-MCC-funded activities. Costs incurred by employees and officers for travel, including air fare, costs of lodging, other subsistence, and incidental expenses, may be considered reasonable and allowable only to the extent such costs do not exceed reasonable charges normally allowed by the recipient in its regular operations as the result of the recipient organization’s written travel policy and are within the limits established by the applicable cost principles.

In the absence of a reasonable written policy regarding international travel costs, the standard for determining the reasonableness of reimbursement for international travel costs will be the Standardized Regulations (Government Civilians, Foreign Areas), published by the U.S. Department of State, as from time to time amended. The most current Standardized Regulations on international travel costs may be obtained from the AO. In the event that the cost for air fare exceeds the customary standard commercial airfare (coach or equivalent) or the lowest commercial discount airfare, the recipient must document one of the allowable exceptions from the applicable cost principles.

Travel expenses incurred during the award performance may be reimbursed as allowed by the Federal Travel Regulations (FTR) in effect at the time of travel. MCC’s supplemental policy interpretations are derived from the FTR and cannot grant additional benefits or adjust processes defined in the FTR. Supplemental policies of MCC set forth below:

a) Traveler Responsibilities. All contractor travelers must:

1) Exercise the same care in incurring expenses that a prudent person would exercise if traveling on personal business;

2) Travel in accordance with the FTR and the MCC policies included in this document; and

3) Pay any charges or fees associated with non-compliance of FTR or any MCC policies included in this document, and any expenses incurred for personal convenience. For example, the traveler may become personally responsible for travel costs associated with unauthorized use of other than coach class accommodations, failing to follow the Fly American Act requirements, exceeding per diem rates, changing departure or return flights, purchasing unapproved items, etc. regardless of the fact that travel arrangements may have been booked by others (e.g., Travel Agency).

b) Cabin Class Standards

1) The standard cabin class for contractor air-travel is coach class, regardless of destination or travel time.

2) Coach “premium” class may be authorized for destinations which have a travel time of more than 14 hours, consistent with the Federal Travel Regulations and the approval standards outlined in paragraph (f) of this document.

3) Business class travel accommodations will NOT be authorized except as determined through the approval process outlined in paragraph (f) of this document. This approval process is considered to be exceptional, to be part of a trip by trip analysis, and at the discretion of the government regardless of the destination or travel time.

c) Airlines and Flights. In accordance with the Fly America Act, contractors must use a U.S. flag air carrier service for all travel funded by the government beginning or ending in the U.S. unless a specific exemption to the “Fly America” rule applies. Flights on U.S. air carrier pairings with foreign carriers (i.e., code share flights) are regarded as meeting Fly America requirements if the ticket is issued on the American carrier and there is an American carrier flight number.

d) Limitations. To be reimbursable, the travel expenses must be:

1) Allowable under the FTR and the provisions of this award;

2) Approved in the budget; and

3) Allocable and necessary for performance of this award.

e) Approvals. The additional approvals and associated justifications will be documented in writing:

1) Business class Business class travel is considered to be exceptional, to be determined as part of a trip by trip analysis, and at the discretion of the government regardless of the destination or travel time. To reflect the exceptional nature of this approval, the justification for use of business class must be prepared by the AOR and approved in writing by the relevant Managing Director or Deputy Vice President of the organization requesting the contractor to travel. The single exception to requiring this justification and approval for every trip in question is when a State Department approved medical accommodation has been granted. In this case, the approval of the AOR and the Agreement Officer only is required after verifying that the medical accommodation is effective for the trip in question and that sufficient funds are available. All justifications must verify that the contractor is required to report for duty the following day or sooner, that the travel time for the trip is at least 14 hours, and that a rest stop will not be taken en route. For audit purposes, all justifications and approvals to this effect must be retained by the COR and the contractor until contract closeout at which point all documentation must be provided to the Contracting Officer for incorporation in the contract file. Below are possible justifications supporting these exceptional requests:

A) Medical accommodation – MCC has engaged the services of the U.S. Department of State’s Office of Medical Services (MED/DP) for adjudication on requests for medical accommodations due to disability. MCC will facilitate this process but will not adjudicate disputes or appeals in connection with these requests. If the Department of State’s policies for reviewing these requests changes, MCC will be responsible for notifying contractors of the change but will not be responsible for providing an alternative for medical accommodation requests. For detailed procedures see Attachment: Medical Accommodation Procedures.

B) Sanitation/Health – Coach accommodations on an authorized/approved foreign air carrier do not provide adequate sanitation or health standards.

C) Savings – Flying in non-coach status would involve significant cost savings to MCC when compared to the lowest price non-refundable or restricted coach class fare.

D) Availability - No space is available in coach-class accommodations in time to accomplish the mission, which is urgent and cannot be postponed. (Note: this justification should not be used based on the lack of advanced planning by the contractor or the AOR).

E) Security – Exceptional security circumstances require other than coach-class airline accommodations.

F) Mission critical agency requirement – circumstances in which a critical agency priority or project will incur delay or degradation without the intervention of a contractor and that intervention urgently requires other than coach class ticketing.

2) Coach “premium” class Must be approved by the AOR, subject to the availability of funds on the contract/order, and:

A) The origin and/or destination are OCONUS; and B) The scheduled flight time including non-overnight stopovers and change of planes, is in excess of 14 hours. Scheduled flight time is the flight time between the originating departure point and the ultimate arrival point including scheduled non-overnight time spent at airports during plane changes. Scheduled non-overnight time does not include time spent at the originating or ultimate arrival airports. And;

C) The contractor is required to report to duty the following day or sooner; and D) The contractor does not take a rest stop en route or a rest period upon arrival at the duty site.

3) Rest Stops – must be approved by the AOR and cannot exceed 24 hours.

XVII. TRAFFICKING IN PERSONS

a. The recipient, subawardee, or contractor, at any tier, or their employees, labor recruiters, brokers or other agents, must not engage in:

(1) Trafficking in persons (as defined in the Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children, supplementing the UN Convention against Transnational Organized Crime) during the period of this award;

(2) Procurement of a commercial sex act during the period of this award;

(3) Use of forced labor in the performance of this award,

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

i. Destroying, concealing, 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 MCC under this award; 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 employees recruitment fees; or

v. Providing or arranging housing that fails to meet the host country housing and safety standards.

b. In the event of a violation of section (a) of this provision, MCC is authorized to terminate this award.

c. For awards that exceed an estimated value of $500,000, the recipient must submit to the Agreement Officer, the annual “Certification regarding Trafficking in Persons” as required prior to this award.

d. Procedures for the recipient to prevent any agents or subawardee at any tier and at any dollar value from engaging in trafficking in persons activities described in section a of this provision. The recipient must also have procedures to monitor, detect, and terminate any agents or subawardee or subawardee employees that have engaged in such activities.

e. For purposes of this provision, “employee” means an individual who is engaged in the performance of this award as a direct employee, consultant, or volunteer of the recipient or any subrecipient.

f. The recipient must include in all subawards and subcontracts, a provision prohibiting the conduct described by the subrecipient, contractor or any of their employees.

XVIII. RETENTION AND ACCESS REQUIREMENTS FOR RECORDS

The recipient must maintain financial records, supporting documents, statistical records, and all other records pertinent to an award for a period of three years from the date of submission of the final expenditure report.

Timely and Unrestricted Access.

MCC authorized officials, the Inspector General, Chief Financial Officer, Agreement Officer or any of their duly authorized representatives (AOR and PM) have the right of timely and unrestricted access to any books, documents, papers, or other records of recipients that are pertinent to the award, in order to make audits, examinations, excerpts, transcripts, and copies of such documents. This right also includes timely and reasonable access to a recipient’s personnel for the purpose of interview and discussion related to such documents. The rights of access in this paragraph are not limited to the required retention period, but must last as long as records are retained.

XIX. AUDITS

For all MCC awards to a U.S. based non-federal entity, regardless of business type, the recipients are subject to the audit requirements found in 2 CFR Part 200 Subpart F. In addition, the recipients are subject to the audit requirements found in the Single Audit Act of 1984, 31 U.S.C. 7501-7507.

The Inspector General or any of his or her duly authorized representatives shall have access to any pertinent books, documents, papers and records of the recipient. Information accessible to the Inspector General includes written, printed, recorded, produced, or reproduced by any mechanical, magnetic, or other process or medium. MCC reserves the right to make audits, inspections, excerpts, transcriptions or other examinations as authorized by law of the recipients’ documents and facilities.

Audits of Foreign Recipient Organizations.

All Foreign organizations that expend $750,000 or more in a fiscal year in MCC federal assistance must perform an independent, recipient-contracted Single Audit or Program Specific Audit.

Program-specific Audit – means an audit of one Federal award program. Single Audit – means an audit which includes both the entity’s financial statements and the Federal Awards to be conducted in accordance with Generally Accepted Government Auditing Standards (GAGAS).

The audits must be independently and professionally executed in accordance with GAGAS either prescribed by a government’s Supreme Audit Institution with auditing standards approved by the Comptroller General of the United States, or in accordance with the host country’s laws or adopted by the host country’s public accountants or associations of public accountants, together with generally accepted international auditing standards. However, foreign entity audits consistent with International Standards for Auditing or other auditing standards are acceptable with the Grants Officer’s approval. For sub-recipients expending $750,000 or more in MCC award funding during their fiscal year, MCC standard audit provisions require that Prime recipients certify that audits of sub-recipients are performed annually and according to the standards described above.

The cost of audits may be charged either as an allowable direct cost to the award, or included in the organizations established indirect costs in the award’s detailed budget.

XX. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

a. The recipient certifies to the best of its knowledge and belief that it and its principals:

(1) Are presently excluded or disqualified from covered transactions by any Federal department or agency;

(2) Have been convicted within the preceding three-year period preceding this proposal; been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; commission of any other offense indicating a lack of business integrity or business honesty that seriously and directly affects your present responsibility;

(3) Are presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated; and

(4) Have had one or more public transactions (Federal, State, or local) terminated for cause or default within the preceding three years.

Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective primary participant shall attach an explanation to this award.

b. The recipient agrees that, unless authorized by the AO, it will not knowingly enter into any subagreements or contracts under this award with a person or entity that is included on the Excluded Parties List System (www.epls.gov/). The recipient further agrees to include the following provision in any subagreements or contracts entered into under this award:

The recipient/contractor certifies that neither it nor its principals is presently excluded or disqualified from participation in this transaction by any Federal department or agency.

c. The policies and procedures applicable to debarment, suspension, and ineligibility under MCC-financed transactions are set forth in 2 CFR Section 180.

XXI. NONDISCRIMINATION AND DISABILITY

No U.S. citizen or legal resident shall be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination on the basis of race, color, national origin, age, disability, or sex under any program or activity funded by this award.

MCC prohibits discrimination, including harassment, in its own workplace on the basis of race, color, religion, sex (including pregnancy and gender identity), national origin, disability, age, veteran’s status, sexual orientation, genetic information, marital status, parental status, political affiliation, and any other conduct that does not adversely affect the performance of the employee.

In addition, the MCC strongly encourages its recipients and their subrecipients and vendors (at all tiers), performing both in the U.S. and overseas, to develop and enforce comprehensive nondiscrimination policies for their workplaces that include protection for all their employees on these expanded bases, subject to applicable law.

Section 504 of the Rehabilitation Act provides that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his/her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal assistance. A recipient of federal financial assistance must provide programs and services in a manner that does not discriminate based on disability and ensures equal access and opportunity for people with disabilities. For the purpose of Section 504, the term individual with a disability means any person who (a) has a physical or mental impairment which substantially limits one or more of such person’s major life activities, (b) has a record of such impairment, or (c) is regarded as having such impairment.

XXII. WHISTLEBLOWER PROTECTION

The Grantee must:

1. Inform its employees working under this award in the predominant native language of the workforce that they are afforded the employee whistleblower rights and protections provided under 41 U.S.C. § 4712; and

2. Include such requirement in any subaward or subcontract made under this award.

41 U.S.C. § 4712 states that an employee of a Grantee may not be discharged, demoted, or otherwise discriminated against as a reprisal for "whistleblowing." In addition, whistleblower protections cannot be waived by any agreement, policy, form, or condition of employment.

Whistleblowing is defined as making a disclosure "that the employee reasonably believes" is evidence of any of the following:

· Gross mismanagement of a Federal contract or grant;

· A gross waste of Federal funds;

· An abuse of authority relating to a Federal contract or grant;

· A substantial and specific danger to public health or safety; or

· A violation of law, rule, or regulation related to a Federal contract or grant (including the competition for, or negotiation of, a contract or grant).

To qualify under the statute, the employee's disclosure must be made to:

· A Member of the U.S. Congress, or a representative of a U.S. Congressional Committee;

· A cognizant U.S. Inspector General;

· The U.S. Government Accountability Office;

· A Federal employee responsible for contract or grant oversight or management at the relevant agency;

· A U.S. court or grand jury; or,

· A management official or other employee of the Grantee who has the responsibility to investigate, discover, or address misconduct.

XXIII. MANDATORY DISCLOSURES

Consistent with 2 CFR §200.113, applicants and recipients must disclose, in a timely manner, in writing to the MCC’s Office of the Inspector General, with a copy to the cognizant Agreement Officer, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Subrecipients must disclose, in a timely manner, in writing to the MCC’s Office of the Inspector General and to the prime recipient (pass through entity) all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award.

Section 614 of the Millennium Challenge Act of 2003 designates the Inspector General of the U.S. Agency for International Development as the inspector general for the Millennium Challenge Corporation (MCC). This designation authorizes USAID OIG to review, inspect, audit, and investigate MCC programs and operations worldwide. Under the Inspector General Act of 1978, USAID OIG operates independently of the agencies for which it has oversight authority.

Disclosures must be sent to:

MCC Hotline at:

https://oig.usaid.gov/content/mcc-hotline-report-fraud-or-corruption Phone: 1-800-230-6539 or 202-712-1023 Email: mcchotline@usaid.gov Alternatively, you may submit the completed complaint form (pdf) by fax at 202-216-3801 or by mail to the following address:

U.S. Agency for International Development Attn: MCC Hotline Office of Inspector General P.O. Box 657 Washington, DC 20044-0657

Failure to make required disclosures can result in any of the remedies described in 2 CFR §200.338 Remedies for noncompliance, including suspension or debarment (See 2 CFR 180, 2 CFR 780 and 31 U.S.C. 3321).

The recipient must include this mandatory disclosure requirement in all subawards and subcontracts under this award.

XXIV. ADVANCE PAYMENT AND REFUNDS

a. When advance payments are authorized by the award, the recipient must deposit such funds in a reputable bank and be able to account for the receipt and expenditure of funds and interest earned on the advances provided by the U.S. Government (USG).

b. The recipient must maintain advances of MCC funds in interest-bearing accounts, unless:

(1) The recipient receives less than $120,000 in USG awards per year;

(2) The best reasonably available interest-bearing account would not be expected to earn interest in excess of $250 in a twelve month period on USG cash balances; or

(3) The bank would require an average or minimum balance so high that it would not be practical to maintain the advance in an interest-bearing account.

c. All interest earned by the recipient on advances from MCC funds will be remitted back to MCC at the end of the quarter and MCC will report the collection back to Treasury.

d. The recipient may request advance payments for anticipated expenditures at time intervals as close as is administratively feasible to the actual disbursements by the recipient, and for the minimum amounts necessary.

e. To request an advance payment, the recipient must submit electronically or fax to the payment office the Standard Form-270 Request for Advance, Standard Form-425 Federal Financial Report or Standard Form-1034 Public Voucher for Purchases and Services Other Than Personal.

(See http://www.gsa.gov/portal/forms/type/SF for forms)

Fax: 303.969.5151/7281 ATTN: MCC Payments, or

Email: mcc_accounting_ibcdenver@ibc.doi.gov, or

As an alternative to electronic submission of invoices, one copy of each invoice may be submitted to the following address:

Interior Business Center M/S D-2773 7301 West Mansfield Avenue Lakewood, CO 80235-2230

The recipient must submit an SF-270, SF-425, or SF-1034 with the words "Liquidation of Advances" printed at the top of the form, quarterly, no later than 30 days after the end of the quarter, to the paying office specified above in order to liquidate outstanding advances. Failure to provide these quarterly reports may result in the suspension, disruption, or termination of additional payments.

Each form must include the following information and/or attached documentation:

(1) Name, address and telephone of the Recipient

(2) Date of invoice and invoice number

(3) Award number (including number and contract line item(s)) also modification number, if applicable

(4) Description of the services rendered.

(5) A schedule depicting the following information:

Amount Expended This Period

The costs for each month in which the costs were incurred and shall be segregated into the month they were actually incurred.

(6) Name of Agreement Officer’s Representative (AOR); and

Inquiries regarding the status of invoices may be directed to NBC Accounting. The email address is: mcc_accounting_ibcdenver@ibc.doi.gov.

Within 90 days following the expiration of this award, the recipient must submit the final financial report using the SF-270, SF-425, or SF-1034 showing total disbursements, total advances received, and any cash remaining on hand, which the recipient must refund to MCC.

When this award expires, the recipient must immediately return all unexpended funds that MCC has advanced to the recipient, unless such advanced funds have already been spent or committed in a legally binding transaction during the period of this award, or are required for approved close-out costs.

MCC reserves the right, at any time, to 1) withhold or offset payments to or 2) require refund by, the recipient of any amount that the recipient did not spend according to the terms and conditions of this award or are otherwise determined by the Agreement Officer to be unallowable. MCC retains the right to a refund of all amounts paid under this award until all outstanding audit findings and settlement claims have been resolved between MCC and the recipient.

i. Cash advances made by the recipient to subrecipients or the recipient’s field organizations must conform substantially to paragraphs a., b., c., d. and h. of this provision. In the case of paragraph c., any interest over $250 per account, per year must be remitted through the prime recipient.

XXV. INDIRECT COSTS – CHARGED AS A FIXED AMOUNT (NONPROFIT)

APPLICABILITY: This provision is applicable to awards where all of the following are true: 1) the recipient has never received a Negotiated Indirect Cost Rate Agreement (NICRA); 2) the recipient has chosen not to use the 10% de minimis rate authorized in 2 CFR 200.414(f)); and 3) the indirect costs are not included as other direct costs in the budget. When using this provision, all indirect costs must be charged as a fixed amount and must be shown as a separate line item in the budget.

a. The recipient will be paid a fixed amount to cover indirect costs, as provided below. Indirect costs are common costs that benefit the day-to-day operations of the organization, including categories such as salaries and expenses of executive officers, personnel administration, and accounting, or that benefit and are identifiable to more than one program or activity, such as depreciation, rental costs, operations and maintenance of facilities, and telephone expenses. In determining the fixed amount, these costs must be prorated equitably and consistently across all programs and activities of the recipient using a base that measures the benefits of that particular cost to each program or activity to which the cost applies. The bases must be established in accordance with reasonable criteria, and be supported by current data. Indirect costs must then be charged to the programs they benefit.

b. The fixed amount for indirect costs and a schedule for payments must be incorporated into the award budget. This award must specify the categories of costs, as described in paragraph a., that are covered by the fixed amount, and the recipient must not charge such costs separately as direct costs. Any deviations must be approved, in advance, in writing, by the Agreement Officer (AO).

c. MCC will not pay the recipient in excess of the negotiated fixed amount for indirect costs, as authorized in this award. Similarly, where the actual costs are less than the agreed fixed amount for indirect costs included in the award budget, the recipient will not be liable to return the difference to MCC. However, if the total costs, including direct costs and the indirect costs described in a., that MCC is supporting through this award change significantly (that is, by 20 percent or more in the aggregate), the AO reserves the right to adjust the fixed amount for indirect costs to equitably charge the indirect costs that benefit this award.

XXVI. UNIVERSAL IDENTIFIER AND SYSTEM OF AWARD MANAGEMENT

Exceptions. The requirements of this provision to obtain a Data Universal Numbering System (DUNS) number and maintain a current registration in the System of Award Management (SAM) do not apply, at the prime award or subaward level, to:

(1) Awards to individuals

(2) Awards less than $25,000 to foreign recipients to be performed outside the United States

(3) Awards where the AO determines, in writing, that these requirements would cause personal safety concerns.

a. Requirement for System of Award Management (SAM). Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently, if required by changes in your information or another award term.

b. Requirement for Data Universal Numbering System (DUNS) numbers. If you are authorized to make subawards under this award, you:

(1) Must notify potential subrecipients that no entity (see definition in paragraph c. of this award term) may receive a subaward from you unless the entity has provided its DUNS number to you.

(2) May not make a subaward to an entity unless the entity has provided its DUNS number to you.

c. Definitions. For purposes of this award term:

(1) System of Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at www.sam.gov).

(2) Data Universal Numbering System (DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business entities. A DUNS number may be obtained from D&B by telephone (currently 866-705-5711) or the Internet (currently at fedgov.dnb.com/webform).

(3) Entity, as it is used in this award term, means all of the following, as defined at 2 CFR 25, subpart C:

(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; and

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

(4) 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 2 CFR 200 subpart F Audit Requirements).

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

(5) Subrecipient means an entity that:

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

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

XXVII. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION

This provision is required in accordance with 2 CFR 170, Award Term for Reporting Subawards and Executive Compensation.

Exemptions.

(1) The requirements to report under this provision do not apply to:

(i) Awards to individuals

(ii…