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NATIONAL FISH AND WILDLIFE
GRANT AGREEMENT
1. NFWF PROPOSAL ID:
84443
2. NFWF GRANT ID:
0318.25.084443
3. UNIQUE ENTITY IDENTIFIER
(UEI)
KJTSRFPMWTK5
4. INDIRECT COST RATE
(REFERENCE LINE 17 for RATE
TERMS)
N/A
5. SUBRECIPIENT TYPE
State or Local Government
6. NFWF SUBRECIPIENT
City of Miami
7. NFWF SUBRECIPIENT CONTACT
8. NFWF GRANTS ADMINISTRATOR/NFWF CONTACT
INFORMATION
Timothy Ostemberg
City of Miami
444 SW 2nd Avenue
Miami, FL, 33130
Tel: 305-416-1687
tostemberg@miami.gov
Waverly Nohr
National Fish and Wildlife Foundation
1625 Eye Street, N.W. Suite 300
Washington, D.C. 20006
Tel: 202-857-0166
Fax: 202-857-0162
waverly.nohr@nfwf.org
9. PROJECT TITLE
Preparing Final Designs and Permits for the Miami Legion Park Living Shoreline (FL)
10. PROJECT DESCRIPTION
Design and permit a living shoreline at Legion Park in Miami with marsh grasses, mangroves, native trees, tide pools, oyster reefs, and
a berm with a soft shell trailway. Project will protect the heavily developed inland from storm surge and tidal flooding while reducing
erosion, improving water quality, and creating marine habitat.
11. PERIOD OF PERFORMANCE
January 1, 2025 to December 31, 2028
12. TOTAL AWARD TO
SUBRECIPIENT
$707,727.23
13. TOTAL FED.
FUNDS
$707,727.23
14. TOTAL NON -FED.
FUNDS
N/A
15. FEDERAL MATCH REQUIREMENT
N/A
16. NON-FEDERAL MATCH REQUIREMENT
$458,300
17. SUBRECIPIENT INDIRECT COST RATE TERMS
The rate specified in Line 4 reflects that the Subrecipient has elected not to claim an indirect cost rate and that this election shall
apply throughout the project's period of performance.
18. TABLE OF CONTENTS
SEC.
DESCRIPTION
1
NFWF Agreement Administration
2
NFWF Agreement Clauses
3
Representations, Certifications, Obligations, and Other Statements — General
4
Representations, Certifications, and Other Statements Relating to Federal Funds- General
5
Representations, Certifications, and Other Statements Relating to Federal Funds — Funding Source Specific
6
Other Representations, Certifications, Statements and Clauses
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19. FUNDING SOURCE INFORMATION/FEDERAL AND NON-FEDERAL
A. FUNDING
SOURCE (FS)
B. NFWF
FS ID
C. FS AWARD
DATE TO
NFWF
D. FAIN
E. TOT FED.
AWARD TO
NFWF
F. TOT OBLG.
TO
SUBRECIPIENT
G. FS END
DATE
H. CFDA
National
Oceanic And
Atmospheric
Administration
FC.A077
08/14/2024
NA24NOSX473C0097
$31,680,000
$707,727.23
05/31/2029
11.473
20. NOTICE OF AWARD
The National Fish and Wildlife Foundation (NFWF) agrees to provide the NFWF Award to the NFWF Subrecipient for the purpose of satisfactorily performing the Project
described in a full proposal as identified on line 1 and incorporated into this Agreement by reference. The NFWF Award is provided on the condition that the NFWF Subrecipient
agrees that it will raise and spend at least the amount listed on lines 15 and 16 in matching contributions on the Project, as applicable. The Project must be completed, with all
NFWF funds and matching contributions spent, during the Period of Performance as set forth above. All items designated on the Cover Page and the Table of Contents are
incorporated into this Agreement by reference herein. NFWF Subrecipient agrees to abide by all statutory or regulatory requirements, or obligations otherwise required by law.
Subrecipient is obligated to notify NFWF if any of the information on the Cover Page changes in any way, whether material or immaterial.
A. NAME AND TITLE OF AUTHORIZED SUBRECIPIENT SIGNER (Type or Print)
D. NAME AND TITLE OF NFWF AWARDING OFFICIAL
Holly A. Bamford, PhD, Chief Conservation Officer
B. SUBRECIPIENT
BY
C. DATE
E. NATIONAL FISH AND WILDLIFE FOUNDATION
BY
F. DATE
NFWF prohibits discrimination in all its programs and activities on the basis of race, color, religion, age, sex, national origin, ancestry, marital status, personal appearance, citizen status, disability, sexual
orientation, gender identity or expression, pregnancy, child birth or related medical conditions, family responsibilities, matriculation, genetic information, political or union affiliation, veteran status or any
other status protected by applicable law ("Protected Categories"). In addition, NFWF prohibits retaliation against an individual who opposes an unlawful educational practice or policy or files a charge,
testifies or participates in any complaint under Title VI. NFWF complies with all applicable federal, state and local laws in its commitment to being an equal opportunity provider and employer;
accordingly, it is NFWF's policy to administer all employment actions, including but not limited to, recruiting, hiring, training, promoting, and payment of wages, without regard to any Protected
Category(ies).
See Reporting Schedule on the following page.
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21. REPORTING DUE DATES/SUBRECIPIENT REPORTING SCHEDULE
Reporting Task
Task Due Date
Interim Programmatic Report
January 1, 2026
Annual Financial Report
January 1, 2026
Interim Programmatic Report
January 1, 2027
Annual Financial Report
January 1, 2027
Interim Programmatic Report
January 1, 2028
Annual Financial Report
January 1, 2028
Final Programmatic Report
March 31, 2029
Final Financial Report
March 31, 2029
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SECTION 1 NFWF AGREEMENT ADMINISTRATION
1.1. Amendments.
During the life of the Project, the NFWF Subrecipient is required to immediately inform in writing
the NFWF Grants Administrator of any changes in contact information, Key Personnel, scope of
work, indirect cost rate, as well as any difficulties in completing the performance goals articulated
in the Project description. NFWF Subrecipients must request an amendment from NFWF upon
determination of a deviation from the original Grant Agreement as soon as such deviation is
detected. NFWF reserves the right to approve, deny and/or negotiate any such request.
Alternatively, NFWF may initiate an amendment if NFWF determines an amendment is necessary
at any time. Amendment requests are to be submitted via NFWF's grants management system.
1.1.1. Budget Amendment Request.
If the NFWF Subrecipient determines that: 1) the amount of the budget is going to change
in any one direct cost category by an amount that exceeds 10% of the Award, or 2) there is
a need to increase indirect costs, the NFWF Subrecipient must seek prior written approval
via an amendment request in NFWF's grants management system.
1.1.2. Extension of Performance Period.
If additional time is needed to complete the approved Project, the NFWF Subrecipient
should contact the NFWF Grants Administrator at least 45 calendar days prior to the
project period expiration date to initiate the no -cost extension request process in NFWF's
grants management system. In addition, if there are overdue reports required, the NFWF
Subrecipient must ensure that they are submitted along with or prior to submitting the no -
cost extension request.
1.2. Matching Contributions.
Matching Contributions consist of cash, contributed goods and services, volunteer hours, and/or
property raised and spent for the Project. Matching Contributions for the purposes of this Project
must meet the following criteria: (1) Are verifiable from the NFWF Subrecipient's records; (2) Are
not included as contributions for any other federal award; (3) Are necessary and reasonable for the
accomplishment of project or program objectives; (4) Are allowable under OMB Cost Principles; (5)
Are not paid by the U.S. Government under another federal award except where the federal
statute authorizing a program specifically provides that federal funds made available for such
program can be applied to matching or cost sharing requirements of other federal programs when
authorized by federal statute; (6) Are provided for in the approved budget when required by the
federal awarding agency; (7) Are committed directly to the project and must be used within the
period of performance as identified in this Agreement; (8) Otherwise conform to the law; and, (9)
Are in compliance with the requirements of Section 3.3 of this Agreement concerning Compliance
with Laws.
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1.2.1. Documentation and Reporting of Matching Contributions.
The NFWF Subrecipient must retain supporting documentation, including detailed time
records for contributed services, original receipts, appraisals of real property, and
comparable rentals for other contributed property, at its place of business in the event of
an audit of the NFWF Subrecipient as required by applicable federal regulations. The NFWF
Subrecipient must report match progress in Payment Requests and Financial Reports.
1.2.2. Assessing Fair Market Value.
Fair market value of donated goods, services and property, including volunteer hours, shall
be computed as outlined in §200.306 of 2 CFR Subtitle A, Chapter II, Part 200, Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,
(hereinafter "OMB Uniform Guidance"), regardless of whether this Agreement is federally
funded.
1.3. Payment of Funds.
To be eligible to receive funds, NFWF Subrecipient must submit to NFWF (1) an original executed
copy of this Agreement for the Project; (2) any due financial and programmatic reports; and (3) a
complete and accurate Payment Request via NFWF's grants management system. At any time,
NFWF reserves the right to require submission of source documentation, including but not limited
to timesheets, cash receipts, contracts or subaward agreements, for any costs where the NFWF
Subrecipient is seeking reimbursement by NFWF. NFWF reserves the right to retain up to ten
percent (10%) of funds until submission and acceptance of final reports.
1.3.1. Reimbursements.
NFWF Subrecipient may request funds on a reimbursable basis. Reimbursement requests
must include expenditures to date and an explanation of any variance from the approved
budget.
1.3.2. Advances.
NFWF Subrecipient may request advance payment of funds prior to expenditure provided
that the NFWF Subrecipient: (1) demonstrates an immediate need for advance payment;
(2) documents expenditure of advanced funds; 3) maintains written procedures that
minimize the time elapsing between the transfer of funds and disbursement; and (4) has
established appropriate financial management systems that meet the needs and standards
for fund control and accountability. Approval of any advance payment of funds is made at
the sole discretion of NFWF, based on an assessment of the NFWF Subrecipient's needs.
1.3.3. Interest.
Any interest earned in any one year on funds advanced to the NFWF Subrecipient that
exceeds $500 must be reported to NFWF, and the disposition of those funds negotiated
with NFWF. Interest amounts up to $500 per year may be retained by the NFWF
Subrecipient for administrative expense.
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1.4. Reports.
1.4.1. Interim Programmatic Reports.
The NFWF Subrecipient will submit interim programmatic reports to NFWF based on the
reporting schedule in Line 21 of the Cover Sheet to this Agreement, as may be amended at
NFWF's sole discretion. The interim programmatic report shall consist of written
statements of Project accomplishments and updated metric values since Project initiation,
or since the last reporting period, and shall be submitted via NFWF's grants management
system. NFWF may require specific formatting and/or additional information as
appropriate.
1.4.2. Interim Financial Reports.
The NFWF Subrecipient will submit interim financial reports to NFWF based on the
reporting schedule in Line 21 of the Cover Sheet to this Agreement, as may be amended at
NFWF's sole discretion. The interim financial report shall consist of financial information
detailing cumulative expenditures made under this Project since Project initiation and shall
be uploaded via NFWF's grants management system. NFWF may require specific
formatting and/or additional information as appropriate.
1.4.3. Annual Financial Report.
The NFWF Subrecipient will submit annual financial reports to NFWF based on the
reporting schedule in Line 21 of the Cover Sheet to this Agreement, as may be amended at
NFWF's sole discretion. The NFWF Subrecipient must enter a justification when there is a
difference between the amount disbursed by NFWF and the amount expended by the
grantee. Failure to submit an annual financial report in a timely manner will delay payment
of submitted payment requests.
1.4.4. Final Reports.
Based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement, the
NFWF Subrecipient will submit (1) a Final Financial Report accounting for all Project funds
received, Project expenditures, and budget variances (if any) compared to the approved
budget; (2) a Final Programmatic Report summarizing and documenting the
accomplishments and metric values achieved during the Period of Performance; (3) copies
of any publications, press releases and other appropriate products resulting from the
Project; and (4) photographs as described in Section 1.4.3.1 below. The final reports and
digital photo files should be uploaded via NFWF's grants management system. Any
requests for extensions of final report submission dates must be made in writing to the
NFWF Grants Administrator and approved by NFWF in advance. NFWF may require specific
formatting and/or additional information as appropriate.
1.4.4.1. Photographs.
NFWF requests, as appropriate for the Project, a representative number of high -
resolution (minimum 300 dpi) photographs depicting the Project (before -and -after
images, images of species impacted, and/or images of staff/volunteers working on
the Project). Photographs should be uploaded with the Final Programmatic Report
via NFWF's grants management system as individual .jpg files. The Final
Programmatic Report narrative should list each photograph, the date the
photograph was taken, the location of the photographed image, caption, photo
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credit, and any other pertinent information (e.g., species, activity
conducted)describing what the photograph is depicting. By uploading
photographs to NFWF's grants management system the NFWF Subrecipient
certifies that the photographs are unencumbered and that NFWF and Project
Funders have a fully paid up non-exclusive, royalty -free, irrevocable, perpetual,
worldwide license for posting of Final Reports and for any other purposes that
NFWF or the Project Funder determines appropriate.
1.4.4.2. Spatial Data.
The NFWF Subrecipient will submit accurate spatial data with the final report at a
resolution that allows NFWF to know exactly where individual on -the -ground
project activities occurred. Accurate spatial data are defined as polygon(s)
depicting the exact location and boundaries of each on -the -ground conservation
practice implemented within the Period of Performance. For projects where the
location of activities has changed or was only known approximately at the full
proposal stage, grantees will update the spatial data given with the exact location
of activities. Updates to spatial data depicting project activities will be submitted
through NFWF's online mapping tool. The polygon(s) name(s) shall include the
conservation actions that have been completed within that project area. NFWF
retains the right to use the spatial data in order to perform spatial analyses and
depict the generalized project location on public maps.
1.4.4.3. Monitoring and Other Project Data.
Upon request by NFWF, the NFWF Subrecipient will provide to NFWF raw and/or
summary data collected or analyzed as part of the project, for NFWF's use in
analyses of program outcomes. The Subrecipient will submit these data, either
when available or at project completion, through a cloud -based data sharing
platform or another agreed -upon mechanism.
1.4.5. Significant Developments.
The NFWF Subrecipient shall report on events that may occur between the scheduled
performance reporting dates that have a significant impact on the Project. Such reporting
shall be made as soon as the following conditions become known:
1.4.5.1. Problems, delays, or adverse conditions which will materially impair the
ability to meet the Project objective, including but not limited to the objective
itself, its schedule and/or the budget. This disclosure must include a statement of
the action taken, or contemplated, and any assistance needed to resolve the
matter; and/or,
1.4.5.2. Favorable developments which enable meeting time schedules and
objectives sooner or at less cost than anticipated or produce more or different
beneficial results than originally planned.
1.5. Reports and Payment Requests.
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All reports, financial, programmatic, or otherwise, or payment requests under a federal award
must be submitted by a representative of the NFWF Subrecipient who has the NFWF Subrecipient's
full authority to render such reports and requests for payment and to provide required
certifications as set forth in 2 CFR 200.415, as applicable.
1.6. Record Retention and Access.
1.6.1. Retention Requirements for Records.
NFWF Subrecipient shall maintain all records connected with this Agreement for a period
of at least three (3) years following the latest end date of the funding source(s) referenced
above in line 19. FUNDING SOURCE INFORMATION/FEDERAL AND NON-FEDERAL or the
close-out of all pending matters or audits related to this Agreement, whichever is later. As
funding source end dates may be extended over time, the NFWF Subrecipient will be
notified of the most up-to-date record retention requirements upon closure of this Award.
If any litigation, claim, or audit is started (irrespective of the NFWF Subrecipient's
involvement in such matter) before the expiration of the 3-year period, the records shall
be retained until all litigation, claims or audit findings or pending matters involving the
records have been resolved and final action taken. NFWF shall notify NFWF Subrecipient if
any such litigation, claim or audit takes place or if funding source end date(s) is extended
so as to extend the retention period. Records for real property and equipment acquired
with federal funds must be retained for at least three (3) years following disposition of
such real property. For awards solely funded with funding sources with "N/A" listed as
the end date, NFWF Subrecipient shall maintain all records connected with this Agreement
for a period of at least three (3) years following the date of final payment or the Period of
Performance end date, whichever is later.
1.6.2. Access to Records.
NFWF or any of its authorized representatives shall have access to such records and
financial statements upon request, as shall Inspectors General, the Comptroller General of
the United States or any of their authorized representatives if the Funding Source or any
funding entity (i.e., a secondary funding source) is a federal agency and/or any portion of
the Project provided herein is paid with federal funds. The rights of access in this section
are not limited to the required retention period but last as long as the records are
retained.
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SECTION 2 NFWF AGREEMENT CLAUSES
2.1. Restrictions on Use of Funds.
The NFWF Subrecipient agrees that any funds provided by NFWF and all Matching Contributions
will be expended only for the purposes and programs described in this Agreement. No funds
provided by NFWF pursuant to this Agreement or Matching Contributions may be used to support
litigation expenses, lobbying activities, or any other activities not authorized under this Agreement
or otherwise unallowable under the Federal Cost Principles set forth in the OMB Uniform
Guidance.
2.2. Assignment.
The NFWF Subrecipient may not assign this Agreement, in whole or in part, to any other individual
or other legal entity without the prior written approval of NFWF.
2.3. Subawards and Contracts.
When making subawards or contracting, NFWF Subrecipient shall:(1) abide by all applicable
granting and contracting procedures, including but not limited to those requirements of the OMB
Uniform Guidance (2 C.F.R. Part 200); (2) ensure that all applicable federal, state and local
requirements are properly flowed down to the subawardee or contractor, including but not limited
to the applicable provisions of the OMB Uniform Guidance (2 C.F.R. Part 200); and (3) ensure that
such subaward or contracting complies with the requirements in Section 3.3 of this Agreement
concerning Compliance with Laws. NFWF Subrecipient shall also include in any subaward or
contract a similar provision to this, requiring the use of proper grant and contracting procedures
and subsequent flow down of federal, state, and local requirements to lower -tiered subawardees
and contractors.
2.4. Unexpended Funds.
Any funds provided by NFWF and held by the NFWF Subrecipient and not expended at the end of
the Period of Performance will be returned to NFWF within ninety (90) days after the end of the
Period of Performance.
2.5. Publicity, Acknowledgment of Support, and Disclaimers.
2.5.1. Publicity.
The NFWF Subrecipient gives NFWF the right and authority to publicize NFWF's financial
support for this Agreement and the Project in press releases, publications, and other public
communications.
2.5.2. Acknowledgment of Support.
The NFWF Subrecipient agrees to: (1) give appropriate credit to NFWF and any Funding
Sources identified in this Agreement for their financial support in any and all press
releases, publications, annual reports, signage, video credits, dedications, and other public
communications regarding this Agreement or any of the project deliverables associated
with this Agreement, subject to any terms and conditions as may be stated in Section 5
and Section 6 of this Agreement; and (2) include the disclaimer provided at Section 2.5.4.
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2.5.3. Logo Use.
The NFWF Subrecipient must obtain prior NFWF approval for the use relating to this Award
of the NFWF logo or the logo or marks of any Funding Source.
2.5.4. Disclaimers.
Payments made to the NFWF Subrecipient under this Agreement do not by direct
reference or by implication convey NFWF's endorsement nor the endorsement by any
other entity that provides funds to the NFWF Subrecipient through this Agreement,
including the U.S. Government, as applicable, for the Project. All information submitted
for publication or other public releases of information regarding this Agreement shall carry
the following disclaimer, which NFWF may revise at any time at its sole discretion:
For Projects funded in whole or part with federal funds: "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 or the National Fish and
Wildlife Foundation and its funding sources. Mention of trade names or commercial
products does not constitute their endorsement by the U.S. Government, or the National
Fish and Wildlife Foundation or its funding sources."
For Projects not funded with federal funds: "The views and conclusions contained in this
document are those of the authors and should not be interpreted as representing the
opinions of the National Fish and Wildlife Foundation or its funding sources. Mention of
trade names or commercial products does not constitute their endorsement by the
National Fish and Wildlife Foundation or its funding sources."
2.6. Posting of Final Reports.
The NFWF Subrecipient hereby acknowledges and consents for NFWF and any Funding Source
identified in this Agreement to post its final programmatic reports and deliverables on their
respective websites. In the event that the NFWF Subrecipient intends to claim that its final report
contains material that does not have to be posted on such websites because it is protected from
disclosure by statutory or regulatory provisions, the NFWF Subrecipient shall so notify NFWF and
any Funding Source identified in this Agreement and clearly mark all such potentially protected
materials as "PROTECTED," providing an accurate and complete citation to the statutory or
regulatory source for such protection.
2.7. Website Links.
The NFWF Subrecipient agrees to permit NFWF to post a link on any or all NFWF websites to any
websites created by the NFWF Subrecipient in connection with the Project.
2.8. Evaluation.
Throughout a program or business plan, NFWF engages in monitoring and evaluation to assess
progress toward conservation goals and inform future decision -making. These efforts use both data
collected by grantees as part of their NFWF grant as well as post -award project data collected by
third -party entities commissioned to conduct a program evaluation. The NFWF Subrecipient agrees
to cooperate with NFWF by providing timely responses to all reasonable requests for information
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to assist in evaluating the accomplishments of the Project period of five (5) years after the project
end date.
2.9. Intellectual Property.
Reports, materials, books, databases, monitoring data, maps and spatial data, audio/video, and
other forms of intellectual property created using this grant may be copyrighted or otherwise
legally protected by the NFWF Subrecipient or by the author. The NFWF Subrecipient agrees to
provide to NFWF and any Funding Source identified in this Agreement a non-exclusive, royalty -free,
irrevocable, perpetual, worldwide license to use, publish, copy and alter the NFWF Subrecipient's
intellectual property created using this award for non-commercial purposes in any media —
whether now known or later devised — including posting such intellectual property on NFWF's or
Funding Source websites and featuring in publications. NFWF retains the right to use project
metrics and spatial data submitted by the NFWF Subrecipient to estimate societal benefits that
result and to report these results to funding partners on a case -by -case basis as determined by
NFWF. These may include but are not limited to: habitat and species response, species
connectivity, water quality, water quantity, risk of detrimental events (e.g., wildfire, floods), carbon
accounting (e.g., sequestration, avoided emissions), environmental justice, and diversity, equity,
and inclusion.
2.10. System for Award Management (SAM) Registration.
The NFWF Subrecipient must maintain an active SAM registration at www.SAM.gov until the final
financial report is submitted or final payment is received, whichever is later. If the NFWF
Subrecipient's SAM registration expires during the required period, NFWF will suspend payment to
the NFWF Subrecipient until the SAM registration is updated.
2.11. Arbitration.
All claims, disputes, and other matters in question arising out of, or relating to this Agreement, its
interpretation or breach, shall be decided through arbitration by a person or persons mutually
acceptable to both NFWF and the NFWF Subrecipient. Notice of the demand for arbitration shall
be made within a reasonable time, not to exceed three years, after the claim, dispute, or other
matter in question has arisen. The award rendered by the arbitrator or arbitrators shall be final.
The terms of this provision will survive termination of this Agreement.
2.12. Indemnity.
The NFWF Subrecipient shall indemnify and hold harmless NFWF, any Funding Source identified in
this Grant Agreement, their respective officers, directors, agents, and employees in respect of any
and all claims, injuries, losses, diminution in value, damages, liabilities, whether or not currently
due, and expenses including without limitation, settlement costs and any legal or other expenses
for investigating or defending any actions or threatened actions or liabilities arising from or in
connection with the Project. The terms of this provision will survive termination of this Agreement.
2.13. Insurance.
The NFWF Subrecipient agrees to obtain and maintain all appropriate and/or required insurance
coverages against liability for injury to persons or property from any and all activities undertaken
by the NFWF Subrecipient and associated with this Agreement in any way. NFWF reserves the right
to require additional insurance limits and policies based on specific activities under this Agreement,
that NFWF be named insured on all applicable insurance policies, and that the NFWF Subrecipient
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provide a certificate of insurance and/or copies of applicable insurance policies as requested by
NFWF. The terms of this provision will survive termination of this Agreement.
2.14. Choice of Law/Jurisdiction.
This Agreement shall be subject to and interpreted by the laws of the District of Columbia, without
regard to choice of law principles. By entering into this Agreement, the NFWF Subrecipient agrees
to submit to the exclusive jurisdiction of the courts of the District of Columbia. The terms of this
provision will survive termination of this Agreement.
2.15. Stop Work.
NFWF may, at any time, by written order to the NFWF Subrecipient, require the NFWF Subrecipient
to stop all, or any part, of the work called for by this Agreement for a period of 90 days after the
order is delivered to the NFWF Subrecipient. The order shall be specifically identified as a stop -
work order issued under this section. Upon receipt of the order, the NFWF Subrecipient shall
immediately comply with its terms and take all reasonable steps to minimize the incurrence of
costs allocable to this Agreement covered by the order during the period of work stoppage. Within
a period of 90 calendar days after a stop -work order is delivered to the NFWF Subrecipient, or
within any extension of that period to which the parties shall have agreed, NFWF shall either cancel
the stop -work order or terminate the Agreement under section 2.16.
2.16. Termination.
2.16.1. Upon the occurrence of any of the following enumerated circumstances, NFWF
may terminate this Agreement, or any portion thereunder, upon receipt by the NFWF
Subrecipient of NFWF's written notice of termination, or as otherwise specified in the
notice of termination:
2.16.1.1. the NFWF Subrecipient is adjudged or becomes bankrupt or insolvent,
is unable to pay its debts as they become due, or makes an assignment for the
benefit of its creditors; or,
2.16.1.2. the NFWF Subrecipient voluntarily or involuntarily undertakes to
dissolve or wind up its affairs; or,
2.16.1.3. suspension or debarment by the Government of the NFWF
Subrecipient; or,
2.16.1.4. any breach of the requirements set forth in Section 3.3 of this
Agreement concerning Compliance with Laws; or,
2.16.1.5. NFWF learns that NFWF Subrecipient has an organizational conflict of
interest, or any other conflict of interest, as determined in the sole discretion of
NFWF, that NFWF believes, in its sole discretion, cannot be mitigated; or,
2.16.1.6. after written notice and a reasonable opportunity, the NFWF
Subrecipient is unable to cure a perceived non-compliance with any material term
(other than those enumerated at 2.16.1.1— 2.16.1.5) of this Agreement. The cure
period shall be considered the timeframe specified by the Funding Source(s), if
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any, minus one (1) to five (5) days or as agreed upon by the Parties in writing, or if
no time is specified by the Funding Source(s), ten (10) days or as otherwise agreed
upon by the Parties. Within this time period the NFWF Subrecipient shall, as
determined by NFWF, (a) satisfactorily demonstrate its compliance with the
term(s) originally believed to be in non-compliance; or (b) NFWF, at its sole
discretion, may determine that NFWF Subrecipient has satisfactorily
demonstrated that reasonable progress has been made so as not to endanger
performance under this Agreement; or,
2.16.1.7. if the Funding Source issues an early termination under the funding
agreement(s) covering all or part of the Project at issue hereunder.
2.16.2. Either Party may terminate this Agreement by written notice to the other Party
for any reason by providing thirty (30) days' prior written notice to the other Party.
2.16.3. In the event of termination of this Agreement prior to Project completion, the
NFWF Subrecipient shall immediately (unless otherwise directed by NFWF in its notice if
NFWF initiated the termination) undertake all reasonable steps to wind down the Project
cooperatively with NFWF, including but not limited to the following:
2.16.3.1. Stop any portion of the Project's work that is incomplete (unless work
to be completed and a different date for termination of work are specified in
NFWF's notice).
2.16.3.2. Place no further work orders or enter into any further subawards or
contracts for materials, services, or facilities, except as necessary to complete
work as specified in NFWF's notice.
2.16.3.3. Terminate all pending Project work orders, subawards, and contracts
for work that has not yet commenced.
2.16.3.4. With the prior written consent of NFWF, promptly take all other
reasonable and feasible steps to minimize and/or mitigate any damages that may
be caused by the failure to complete the Project, including but not limited to
reasonable settlements of any outstanding claims arising out of termination of
Project work orders, subawards, and contracts. NFWF will reimburse the NFWF
Subrecipient for non -cancelable allowable costs incurred by the NFWF
Subrecipient prior to termination that cannot be mitigated. However, the
foregoing is subject to the complete reimbursement of such costs by the Funding
Source; accordingly, any amounts ultimately not paid, or which are recouped by
the Funding Source, are subject to recoupment by NFWF.
2.16.3.5. Deliver or make available to NFWF all data, drawings, specifications,
reports, estimates, summaries, and such other information and material as may
have been accumulated by the NFWF Subrecipient under this Agreement, whether
completed or in progress.
2.16.3.6. Return to NFWF any unobligated portion of the Award.
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2.17. Entire Agreement.
These terms and conditions, including the Attachments hereto, constitute the entire agreement
between the Parties relating to the Project described herein and supersede all previous
communications, representations, or agreements, either oral or written, with respect to the
subject matter hereof. No representations or statements of any kind made by any representative
of a Party, which are not stated herein, shall be binding on said Party.
2.18. Severability.
Each provision of this Agreement is distinct and severable from the others. If one or more
provisions is or becomes invalid, unlawful, or unenforceable in whole or in part, the validity,
lawfulness and enforceability of the remaining provisions (and of the same provision to the extent
enforceable) will not be impaired, and the Parties agree to substitute a provision as similar to the
offending provision as possible without its being invalid, unlawful or unenforceable.
2.19. Interpretation and Construction.
2.19.1. This Agreement shall be interpreted as a unified contractual document with the
Sections and the Attachments having equal effect, except in the event of any inconsistency
between them. In the event of a conflict between any portion of this Agreement and
another portion of this Grant Agreement, first the Sections will apply in the following order
of precedence: 5, 4, 3, 1, 2 and 6, and then any supplemental attachments.
2.19.2. The title designations of the provisions to this Agreement are for convenience
only and shall not affect the interpretation or construction of this Agreement.
2.19.3. Every right or remedy conferred by this Agreement upon or reserved to the
Parties shall be cumulative and shall be in addition to every right or remedy now or
hereafter existing at law or in equity, and the pursuit of any right or remedy shall not be
construed a selection.
2.19.4. The failure of NFWF to exercise any right or privilege granted hereunder or to
insist upon the performance and/or compliance of any provision of this Agreement, a
referenced contractual, statutory or regulatory term, or an Attachment hereto, shall not
be construed as waiving any such right, privilege, or performance/compliance issue, and
the same shall continue in full force and effect.
2.19.5. Notwithstanding any express statements regarding the continuation of an
obligation beyond the expiration or termination of this Agreement, the rights and
obligations of this Agreement, which by their nature extend beyond its expiration or
termination, shall remain in full force and effect and shall bind the Parties and their legal
representatives, successors, heirs, and assigns.
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SECTION 3 REPRESENTATIONS, CERTIFICATIONS, OBLIGATIONS AND
OTHER STATEMENTS — GENERAL
3.1. Binding Obligation.
By execution of this Agreement, NFWF Subrecipient represents and certifies that this Agreement
has been duly executed by a representative of the NFWF Subrecipient with full authority to execute
this Agreement and binds the NFWF Subrecipient to the terms hereof. After execution by the
representative of the NFWF Subrecipient named on the signature page hereto, this Agreement
represents the legal, valid, and binding obligation of the NFWF Subrecipient, enforceable against
the NFWF Subrecipient in accordance with its terms.
3.2. Additional Support.
In making this Award, NFWF assumes no obligation to provide further funding or support to the
NFWF Subrecipient beyond the terms stated in this Agreement.
3.3. Compliance with Laws.
3.3.1. In General.
By execution of this Agreement and through its continued performance hereunder, the
NFWF Subrecipient represents, certifies and agrees that it is and shall continue to conduct
all such activities in compliance with all applicable federal, state, and local laws,
regulations, and ordinances and to secure all appropriate necessary public or private
permits and consents. The terms of this provision will survive termination of this
Agreement and must be flowed down to any and all contractors, subcontractors or
subrecipients entered into by NFWF Subrecipient in the performance of this Agreement.
3.3.2. Compliance with Anti -Corruption Laws.
The NFWF Subrecipient represents, certifies and agrees to ensure that no payments have
been or will be made or received by the NFWF Subrecipient in connection with this
Agreement in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15
U.S.C. §dd-1 etseq.), or any other applicable anti -corruption laws or regulations (e.g., UK
Bribery Act 2010) in the countries in which the NFWF Subrecipient performs under this
Agreement.
3.3.3. Compliance with Anti -Terrorism Laws.
The NFWF Subrecipient represents, certifies and agrees not to provide material support or
resources directly or indirectly to, or knowingly permit any funds provided by NFWF
pursuant to this Agreement or Matching Contributions to be transferred to, any individual,
corporation or other entity that the NFWF Subrecipient knows, or has reason to know,
commits, attempts to commit, advocates, facilitates, or participates in any terrorist
activity, or has committed, attempted to commit, advocated, facilitated or participated in
any terrorist activity, including, but not limited to, the individuals and entities (1) on the
master list of Specially Designated Nationals and Blocked Persons maintained by the U.S.
Department of Treasury's Office of Foreign Assets Control, which list is available at
www.treas.gov/offices/enforcement/ofac; (2) on the consolidated list of individuals and
entities maintained by the "1267 Committee" of the United Nations Security Council at
http://www.un.org/sc/committees/1267/aq_sanctions_list.shtml; (3) on the consolidated
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list maintained by the U.S. Department of Commerce at
http://export.gov/ecr/eg_main_023148.asp, or (4) on such other list as NFWF may identify
from time to time.
3.3.4. Compliance with Additional Laws and Restrictions.
The NFWF Subrecipient represents, certifies and agrees to ensure that its activities under
this Agreement comply with all applicable U.S. laws, regulations and executive orders
regarding money laundering, terrorist financing, U.S. sanctions laws, U.S. export controls,
restrictive trade practices, boycotts, and all other economic sanctions or trade restrictions
promulgated from time to time by means of statute, executive order, regulation or as
administered by the U.S. Department of State, the Office of Foreign Assets Control, U.S.
Department of the Treasury, or the Bureau of Industry and Security, U.S. Department of
Commerce.
3.4. Subrecipient Debarment and Suspensions.
By and through NFWF Subrecipient's execution of this Agreement, NFWF Subrecipient warrants
and represents its initial and continued compliance that it is not listed on the General Services
Administration's, government -wide System for Award Management Exclusions (SAM Exclusions), in
accordance with the OMB guidelines at 2 C.F.R Part 180 that implement E.O.s 12549 (3 C.F.R., 1986
Comp., p. 189) and 12689 (3 C.F.R., 1989 Comp., p. 235), "Debarment and Suspension." The NFWF
Subrecipient further provides that it shall not enter into any subaward, contract or other
agreement using funds provided by NFWF with any party listed on the SAM Exclusions in
accordance with Executive Orders 12549 and 12689. The SAM Exclusions can be found at
https://www.sam.gov/portal/public/SAM/.
3.5. Conflicts of Interest.
By execution of this Agreement, NFWF Subrecipient acknowledges that it is prohibited from using
any Project funds received under this Agreement in a manner which may give rise to an apparent
or actual conflict of interest, including organizational conflicts of interest, on the part of the NFWF
Subrecipient. Such a conflict of interest would arise when the employee, officer, or agent, any
member of his or her immediate family, his or her partner, or an organization which employs or is
about to employ any of the parties indicated herein, has a financial or other interest in or a tangible
personal benefit from a firm considered for a contract. The officers, employees, and agents of
NFWF Subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value
from contractors or parties to subcontracts. An organizational conflict of interest is defined as a
relationship that because of relationships with a parent company, affiliate, or subsidiary
organization, the non-federal entity is unable or appears to be unable to be impartial in conducting
a procurement action involving a related organization. The NFWF Subrecipient represents and
certifies that it has adopted a conflict of interest policy that, at a minimum, complies with the
requirements of the OMB Uniform Guidance, and will comply with such policy in the use of any
Project funds received under this Agreement. NFWF Subrecipient may set standards for situations
in which the financial interest is not substantial or the gift is an unsolicited item of nominal value.
The standards of conduct must provide for disciplinary actions to be applied for violations of such
standards by officers, employees, or agents of NFWF Subrecipient. If NFWF Subrecipient becomes
aware of any actual or potential conflict of interest or organizational conflict of interest, during the
course of performance of this Agreement, NFWF Subrecipient will immediately notify NFWF in
writing of such actual or potential conflict of interest, whether organizational or otherwise.
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SECTION 4 REPRESENTATIONS, CERTIFICATIONS, AND OTHER
STATEMENTS RELATING TO FEDERAL FUNDS — GENERAL
4.1. If the Funding Source or any funding entity (Le., a secondary funding source) is a federal
agency and/or any portion of the Project provided herein is paid with federal funds, the NFWF
Subrecipient must read and understand certain applicable federal regulations, including but not
limited to, the following in Sections 4 and 5 of this Agreement as set forth herein.
The NFWF Subrecipient will need to understand and comply with the OMB Uniform Guidance
(including related Supplements as may be applicable to a specific federal funding source(s), and
Appendices as may be applicable), in addition to other applicable federal regulations. This includes,
but is not limited to, the provisions of the Federal Funding Accountability and Transparency Act
(FFATA), which includes requirements on executive compensation, and also requirements
implementing the Act for the non-federal entity at 2 CFR part 25 Financial Assistance Use of
Universal Identifier and System for Award Management and 2 CFR part 170 Reporting Subaward
and Executive Compensation Information. The most recent version of the Electronic Code of
Federal Regulations can be found at https://www.ecfr.gov/.
4.2. 2 CFR § 200 Subpart F Audits.
It is the responsibility of the NFWF Subrecipient to arrange for audits as required by 2 CFR Part 200,
Subpart F — Audit Requirements. The NFWF Subrecipient shall notify NFWF in writing about 2 CFR
Subpart F audit findings related to projects funded by NFWF pass -through funds. The NFWF
Subrecipient understands that NFWF may require the NFWF Subrecipient to take corrective action
measures in response to a deficiency identified during an audit.
4.3. Real and Personal Property.
In accordance with 2 C.F.R. § 200.316 (Property trust relationship), real property, equipment, and
intangible property acquired or improved with federal funds must be held in trust by the NFWF
Subrecipient as trustee for the beneficiaries of the project or program under which the property
was acquired or improved. This trust relationship exists throughout the duration of the property's
estimated useful life during which time the Federal Government retains an undivided, equitable
reversionary interest in the property (Federal Interest). During the duration of the Federal Interest,
the NFWF Subrecipient must comply with all use, reporting, and disposition requirements and
restrictions as set forth in 2 C.F.R. §§ 200.310 (Insurance coverage) through 200.316 (Property trust
relationship) and 200.329 (Reporting on real property), as applicable.
4.4. Mandatory Disclosure.
NFWF Subrecipient must disclose, in a timely manner, in writing to NFWF all violations of federal
criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award.
Failure to make required disclosures can result in any of the remedies described in this Agreement,
including termination, and any remedies provided under law, including suspension or debarment
by cognizant federal authorities.
4.5. Trafficking in Persons.
Pursuant to section 106(a) of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C.
7104(g)) (codified at 2 C.F.R. Part 175), NFWF Subrecipient shall comply with the below provisions.
Further, NFWF Subrecipient shall flow down these provisions in all subawards and contracts,
including a requirement that Subrecipients similarly flow down these provisions in all lower -tiered
subawards and subcontracts. The provision is cited herein:
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I. Trafficking in persons.
a. Provisions applicable to a recipient that is a private entity.
1. You as the recipient, your employees, subrecipients under this award, and
subrecipients' employees may not—
i. Engage in severe forms of trafficking in persons during the period of
time that the award is in effect;
ii. Procure a commercial sex act during the period of time that the
award is in effect; or
iii. Use forced labor in the performance of the award or subawards
under the award.
2. We as the federal awarding agency's pass -through entity may unilaterally
terminate this award, without penalty, if you or 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 Government -wide Debarment and
Suspension (Nonprocurement),".
b. Provision applicable to a recipient other than a private entity. We as the federal
awarding agency's pass -through entity may unilaterally terminate this award,
without penalty, if a subrecipient that is a private entity-
1. Is determined to have violated an applicable prohibition in paragraph a.1 of
this award term; or
2. Has an employee who is determined by the agency official authorized to
terminate the award to have violated an applicable prohibition in paragraph
a.1 of this award term through conduct that is either—
i. Associated with performance under this award; or
ii. Imputed to 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
Government -wide Debarment and Suspension (Nonprocurement),".
c. Provisions applicable to any recipient.
1. 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.
2. Our right to terminate unilaterally that is described in paragraph a.2 or b of
this section:
i. Implements section 106(g) of the Trafficking Victims Protection Act of
2000 (TVPA), as amended (22 U.S.C. 7104(g)), and
ii. Is in addition to all other remedies for noncompliance that are
available to us under this award.
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3. 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:
1. "Employee" means either:
i. An individual employed by you or a subrecipient who is engaged in
the performance of the project or program under this award; or
ii. 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.
2. "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.
3. "Private entity":
i. 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.
ii. Includes:
A. 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).
B. A for -profit organization.
4. "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).
4.6. 41 United States Code (U.S.C.) 4712, Enhancement of Recipient and
Subrecipient Employee Whistleblower Protection:
(a) This award, related subawards, and related contracts over the simplified acquisition threshold
and all employees working on this award, related subawards, and related contracts over the
simplified acquisition threshold are subject to the whistleblower rights and remedies established at
41 U.S.C. 4712.
(b) Recipients, their subrecipients, and their contractors awarded contracts over the simplified
acquisition threshold related to this award, shall inform their employees in writing, in the
predominant language of the workforce, of the employee whistleblower rights and protections
under 41 U.S.C. 4712.
(c) The recipient shall insert this clause, including this paragraph (c), in all subawards and contracts
over the simplified acquisition threshold related to this award.
4.7. 41 USC §6306, Prohibition on Members of Congress Making Contracts with
Federal Government.
No member of or delegate to Congress or Resident Commissioner shall be admitted to any share or
part of this award, or to any benefit that may arise therefrom; this provision shall not be construed
to extend to an award made to a corporation for the public's general benefit. NFWF Subrecipient
shall flow down this provision in all subawards and contracts, including a requirement that
subrecipients similarly flow down this provision in all lower -tiered subawards and subcontracts.
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4.8. Executive Order 13513, Federal Leadership on Reducing Text Messaging while
Driving.
(Sub)Recipients are encouraged to adopt and enforce policies that ban text messaging while
driving, including conducting initiatives of the type described in section 3(a) of the order. NFWF
Subrecipient shall flow down this provision in all subawards and contracts, including a requirement
that subrecipients similarly flow down this provision in all lower -tiered subawards and
subcontracts.
4.9. 43 CFR §18 New Restrictions on Lobbying.
By execution of this Agreement, the NFWF Subrecipient agrees to comply with 43 CFR 18, New
Restrictions on Lobbying, and certifies to the following statements:
(a) No federal appropriated funds have been paid or will be paid, by or on behalf of the NFWF
Subrecipient, to any person for influencing or attempting to influence an officer or employee of an
agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member
of Congress in connection with the awarding of any federal contract, the making of any federal
grant, the making of any federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan,
or cooperative agreement.
(b) If any funds other than federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying" in accordance with
its instructions.
(c) The NFWF Subrecipient shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements) and that all Subrecipients shall certify
accordingly. This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification, as represented by
execution of this Agreement, is a prerequisite for making or entering into this transaction imposed
by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
All liability arising from an erroneous representation shall be borne solely by the entity filing that
representation and shall not be shared by any entity to which the erroneous representation is
forwarded. Submitting an erroneous certification or disclosure constitutes a failure to file the
required certification or disclosure, respectively. If a person fails to file a required certification or
disclosure, the United States may pursue all available remedies, including those authorized by
section 1352, title 31 of the U.S. Code.
4.10. Prohibition on Issuing Financial Assistance Awards to Entities that Require
Certain Internal Confidentiality Agreements.
The NFWF Subrecipient must not require their employees, subrecipients, or contractors seeking to
report fraud, waste, or abuse to sign internal confidentiality agreements or statements prohibiting
or otherwise restricting such employees, subrecipients, or contractors from lawfully reporting such
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waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal
department or agency authorized to receive such information. The NFWF Subrecipient must notify
their employees, subrecipients, or contractors that existing internal confidentiality agreements
covered by this condition are no longer in effect.
4.11. Drug -Free Workplace.
The NFWF Subrecipient must make an ongoing, good faith effort to maintain a drug -free workplace
pursuant to the specific requirements set forth in 41 USC Chapter 81 Drug -Free Workplace.
4.12. Prohibition on Certain Telecommunications and Video Surveillance Services
or Equipment. (Effective 8/13/2020)
As required by 2 CFR 200.216, the NFWF Subrecipient is prohibited from obligating or expending
funds awarded under this Agreement to procure or obtain; extend or renew a contract to procure
or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment,
services, or systems that use covered telecommunications equipment or services from Huawei
Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision
Digital Technology Company, and Dahua Technology Company, or any other company, including
affiliates and subsidiaries, owned or controlled by the People's Republic of China, which are a
substantial or essential component of any system, or as critical technology as part of any system.
By and through the NFWF Subrecipient's execution of this Agreement, the NFWF Subrecipient
warrants and represents that the NFWF Subrecipient will not obligate or expend funds awarded
under this Agreement for "covered telecommunications equipment or services" (as this term is
defined and this restriction is imposed under 2 CFR 200.216).
4.13. Domestic Preference for Procurements.
a) Under this Agreement and in accordance with 2 C.F.R. § 200.322, the NFWF Subrecipient
shall to the greatest extent practicable, provide a preference for the purchase, acquisition,
or use of goods, products or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products).
b) For purposes of this agreement, the following definitions apply:
i. "Produced in the United States" means, for iron and steel products, that all
manufacturing processes, from the initial melting stage through the application of
coatings, occurred in the United States; and
ii. "Manufactured products" means items and construction materials composed in
whole or in part of non-ferrous metals such as aluminum; plastics and polymer -
based products such as polyvinyl chloride pipe; aggregates such as concrete; glass,
including optical fiber; and lumber.
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SECTION 5 REPRESENTATIONS, CERTIFICATIONS, AND OTHER
STATEMENTS RELATING TO FEDERAL FUNDS — FUNDING SOURCE
SPECIFIC
NFWF Subrecipient acknowledges that when all or part of this Agreement is funded by a federal
award that certain representations, certifications, and other statements relating to the use of such
funds or performance of the Project may be necessary. These representations, certifications and
other statements are set forth below. Unless otherwise stated in this Agreement, the execution
and submission of this Agreement serves as affirmative acknowledgement of an agreement with
the below representations, certifications, and other statements. Further, should circumstances of
the NFWF Subrecipient change during the performance of this Agreement that would render one
of these representations, certifications and/or other statements inaccurate, invalid or incorrect,
the NFWF Subrecipient shall promptly notify NFWF of such change in circumstance. Finally, NFWF
reserves the right to update and require subsequent acknowledgement of an agreement with new
or revised representations, certifications, and other statements at no additional cost under this
Agreement.
FC.A077 Grant Terms
Department of Commerce (DOC) Compliance Requirements.
The NFWF Subrecipient must comply with the terms and conditions of a DOC financial assistance
award, including applicable provisions of the OMB Uniform Guidance (2 C.F.R. Part 200), and all
associated Terms and Conditions set forth in the Department of Commerce Financial Assistance
Standard Terms and Conditions Dated October 1, 2024, available at
https://www.com merce.gov/sites/default/files/2024-
09/Department%20of%20Commerce% 20Federal %20Financial%20Assistance%20ManuaI%202024-
vF.pdf. See 2 C.F.R. § 200.101(b)(1) (Applicability), which describes the applicability of 2 C.F.R. Part
200 to various types of Federal awards and §§200.331-333 (Subrecipient monitoring and
management). Additionally, the NFWF Subrecipient must flow these requirements down to all
subrecipients and contractors, including lower tier subrecipients.
Invasive Species Control.
Pursuant to Executive Order # 13112, recipients of NOAA funding cannot implement any actions
that are likely to cause or promote the introduction or spread of invasive species, and should
provide for restoration of native species and habitat conditions in ecosystems that have been
invaded. The NFWF Subrecipient is expected to take positive steps to prevent the introduction of
invasive species, provide for control of invasive species, and minimize the economic, ecological,
and human health impacts that invasive species cause. Where possible and/or practicable, the
NFWF Subrecipient should also respond rapidly to and control populations of invasive species in an
environmentally sound manner, promote public education on invasive species, and conduct post -
construction monitoring to ensure that impacts on native species did not occur (as applicable).
NOAA can provide additional guidance on the detection, control and prevention of invasive species
impacts upon request.
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Equipment Reporting.
Equipment or supplies (aggregate supplies, not per unit) at a cost of $10,000 or greater per unit
value, including its fair market value, must be inventoried at least once every two years and at
award closeout (2 CFR 200.313). NFWF Subrecipients may use the outdated SF-428 form series to
report on tangible property or submit their own customized report including a description of
federally owned equipment, identification information, acquisition cost, and acquisition date. More
guidance on property definitions and forms is posted online at coast.noaa.gov/funding/forms.html.
Field Work.
The NFWF Subrecipient is required to follow recognized best practices for minimizing impacts to
the human and natural environment when applicable and will provide for safety in their projects as
needed, including addressing the safety of personnel, associates, visitors, and volunteers in their
projects. In addition, any use of unoccupied aircraft systems in projects under this award must be
in compliance with all applicable Federal Aviation Administration regulations, and any other
applicable federal, state, or local regulations.
Required Use of American Iron, Steel, Manufactured Products, and Construction
Materials.
If applicable, and pursuant to the Infrastructure Investment and Jobs Act ("IIJA"), Pub.L. No. 117-
58, which includes the Build American, Buy American (BABA) Act, Pub. L. No. 117-58, §§ 70901-52
and OMB M-22-11, recipients of an award of Federal financial assistance from the Department of
Commerce (DOC) are hereby notified that none of the funds provided under this award may be
used for a project for infrastructure unless: (1) all iron and steel used in the project are produced in
the United States —this means all manufacturing processes, from the initial melting stage through
the application of coatings, occurred in the United States; (2) all manufactured products used in the
project are produced in the United States —this means the manufactured product was
manufactured in the United States; and the cost of the components of the manufactured product
that are mined, produced, or manufactured in the United States is greater than 55 percent of the
total cost of all components of the manufactured product, unless another standard for determining
the minimum amount of domestic content of the manufactured product has been established
under applicable law or regulation; and (3) all construction materials are manufactured in the
United States —this means that all manufacturing processes for the construction material occurred
in the United States. The Buy America preference only applies to articles, materials, and supplies
that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not
apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction
site and removed at or before the completion of the infrastructure project. Nor does a Buy America
preference apply to equipment and furnishings, such as movable chairs, desks, and portable
computer equipment, that are used at or within the finished infrastructure project but are not an
integral part of the structure or permanently affixed to the infrastructure project. This requirement
also applies to subrecipients.
Waivers: When necessary, recipients may apply for, and DOC may grant, a waiver from these
requirements. DOC will notify the recipient for information on the process for requesting a waiver
from these requirements. When DOC has made a determination that one of the following
exceptions applies, the awarding official may waive the application of the domestic content
procurement preference in any case in which DOC determines that: a. applying the domestic
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content procurement preference would be inconsistent with the public interest; b. the types of
iron, steel, manufactured products, or construction materials are not produced in the United States
in sufficient and reasonably available quantities or of a satisfactory quality; or c. the inclusion of
iron, steel, manufactured products, or construction materials produced in the United States will
increase the cost of the overall project by more than 25 percent. A request to waive the application
of the domestic content procurement preference must be in writing. DOC will provide instructions
on the format, contents,
and supporting materials required for any waiver request. Waiver requests are subject to public
comment periods of no less than 15 days and must be reviewed by the Made in America Office.
There may be instances where an award qualifies, in whole or in part, for an existing waiver
described at whitehouse.gov/omb/management/made-in-america.
Definitions: "Construction materials" includes an article, material, or supply —other than an item of
primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates
such as stone, sand, or gravel; or aggregate binding agents or additives —that is or consists
primarily of: non-ferrous metals; plastic and polymer -based products (including polyvinyl chloride,
composite building materials, and polymers used in fiber optic cables); glass (including optic glass);
lumber; or drywall. "Domestic content procurement preference" means all iron and steel used in
the project are produced in the United States; the manufactured products used in the project are
produced in the United States; or the construction materials used in the project are produced in
the United States. "Infrastructure" includes, at a minimum, the structures, facilities, and equipment
for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors,
and other maritime facilities; intercity passenger and freight railroads; freight and intermodal
facilities; airports; water systems, including drinking water and wastewater systems; electrical
transmission facilities and systems; utilities; broadband infrastructure; and buildings and real
property. Infrastructure includes facilities that generate, transport, and distribute energy. "Project"
means the construction, alteration, maintenance, or repair of infrastructure in the United States. --
1 Excludes cement and cementitious materials, aggregates such as stone, sand, or gravel, or
aggregate binding agents or additives. 2 IIJA, § 70917(c)(1).
Implementation of Domestic Sourcing Requirements
Prior to initiation of any construction that may arise in this award, the NFWF Subrecipient is
required to inform NFWF whether it is using iron, steel, manufactured products, or construction
materials as described in "Required Use of American Iron, Steel, Manufactured Products, and
Construction Materials" above. In addition, the NFWF Subrecipient is required to inform the NFWF
whether those materials are produced or manufactured in the United States, or alternatively, it is
requesting one or more waivers, as described in the award condition.
Scientific Integrity.
1. Maintaining Integrity. The NFWF Subrecipient shall maintain the scientific integrity of
research performed pursuant to this grant or financial assistance award including the
prevention, detection, and remediation of any allegations regarding the violation of
scientific integrity or scientific and research misconduct, and the conduct of inquiries,
investigations, and adjudications of allegations of violations of scientific integrity or
scientific and research misconduct. All the requirements of this provision flow down to
subrecipients.
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2. Peer Review. The peer review of the results of scientific activities under a NOAA grant,
financial assistance award, or cooperative agreement shall be accomplished to ensure
consistency with NOAA standards on quality, relevance, scientific integrity, reproducibility,
transparency, and performance. NOAA will ensure that peer review of "influential scientific
information" or "highly influential scientific assessments" is conducted in accordance with
the Office of Management and Budget (OMB) Final Information Quality Bulletin for Peer
Review and NOAA policies on peer review, such as the Information Quality Guidelines.
3. In performing or presenting the results of scientific activities under the NOAA grant,
financial assistance award, or cooperative agreement and in responding to allegations
regarding the violation of scientific integrity or scientific and research misconduct, the
NFWF Subrecipient and all subrecipients shall comply with the provisions herein and NOAA
Administrative Order (NAO) 202-735D, Scientific Integrity, and its Procedural Handbook,
including any amendments thereto. That Order can be found at
https://nrc.noaa.gov/Scientificl ntegrityCommons.aspx.
4. Primary Responsibility. The NFWF Subrecipient shall have the primary responsibility to
prevent, detect, and investigate allegations of a violation of scientific integrity or scientific
and research misconduct. Unless otherwise instructed by the grants officer, the recipient
shall promptly conduct an initial inquiry into any allegation of such misconduct and may
rely on its internal policies and procedures, as appropriate, to do so.
5. By executing this grant, financial assistance award, or cooperative agreement the NFWF
Subrecipient provides its assurance that it has established an administrative process for
performing an inquiry, investigating, and reporting allegations of a violation of scientific
integrity or scientific and research misconduct; and that it will comply with its own
administrative process for performing an inquiry, investigation, and reporting of such
misconduct.
6. The NFWF Subrecipient shall insert this provision in all subawards at all tiers under this
grant, financial assistance award, or cooperative agreement.
Data Sharing Directive.
The Data and Publication Sharing Directive for NOAA Grants, Cooperative Agreements, and
Contracts ensures that environmental data funded extramurally by NOAA are made publicly
accessible in a timely fashion (typically within two years of collection), and that final manuscripts of
peer -reviewed research papers are deposited with the NOAA Central Library (upon acceptance by
the journal, or no later than at time of publication). Therefore, non -Federal entities, or recipients,
must make data produced under financial assistance publicly accessible in accordance with the
Data Management Plan included with the Proposal, unless the grant program grants a modification
or an exemption. The text of the Directive is available at https://nosc.noaa.gov/EDMC/PD.DSP.php.
1. Data Sharing: Environmental data collected or created under this Grant, Cooperative
Agreement, or Contract must be made publicly visible and accessible in a timely manner,
free of charge or at minimal cost that is no more than the cost of distribution to the user,
except where limited by law, regulation, policy, or national security requirements. Data are
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to be made available in a form that would permit further analysis or reuse: data must be
encoded in a machine-readable format, preferably using existing open format standards;
data must be sufficiently documented, preferably using open metadata standards, to
enable users to independently read and understand the data. The location (internet
address) of the data should be included in the final report. Pursuant to NOAA Information
Quality Guidelines, data should undergo quality control (QC) and a description of the QC
process and results should be referenced in the metadata. Failure to perform quality
control does not constitute an excuse not to share data. Data without QC are considered
"experimental products" and their dissemination must be accompanied by explicit
limitations on their quality or by an indicated degree of uncertainty.
2. Timeliness: Data accessibility must occur no later than publication of a peer -reviewed
article based on the data, or two years after the data are collected and verified, or two
years after the original end date of the grant (not including any extensions or follow-on
funding), whichever is soonest, unless a delay has been authorized by the NOAA funding
program.
3. Disclaimer: Data produced under this award and made available to the public must be
accompanied by the following statement: "These data and related items of information
have not been formally disseminated by NOAA, and do not represent any agency
determination, view, or policy."
4. Failure to Share Data: Failing or delaying to make environmental data accessible in
accordance with the submitted Data Management Plan, unless authorized by the NOAA
Program, may lead to enforcement actions, and will be considered by NOAA when making
future award decisions. Funding recipients are responsible for ensuring these conditions
are also met by sub -recipients and subcontractors.
5. Funding acknowledgement: Federal funding sources shall be identified in all scholarly
publications. An Acknowledgements section shall be included in the body of the
publication stating the relevant Grant Programs and Award Numbers. In addition, funding
sources shall be reported during the publication submission process using the FundRef
mechanism ( http://www.crossref.org/fundref/) if supported by the Publisher.
6. Manuscript submission: The final pre -publication manuscripts of scholarly publications
produced with NOAA funding shall be submitted to the NOAA Institutional Repository at
http://library.noaa.gov/repository after acceptance, and no later than upon publication, of
the paper by a journal. NOAA will produce a publicly -visible catalog entry directing users to
the published version of the article. After an embargo period of one year after publication,
NOAA shall make the manuscript itself publicly visible, free of charge, while continuing to
direct users to the published version of record.
7. Data Citation: Publications based on data, and new products derived from source data,
must cite the data used according to the conventions of the Publisher, using unambiguous
labels such as Digital Object Identifiers (DOIs). All data and derived products that are used
to support the conclusions of a peer -reviewed publication must be made available in a
form that permits verification and reproducibility of the results.
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SECTION 6 OTHER REPRESENTATIONS, CERTIFICATIONS, STATEMENTS
AND CLAUSES
NFWF Subrecipient acknowledges that all or part of this Agreement may be funded by a non-
federal source that requires certain representations, certifications, and other statements relating
to the use of such funds or performance of the Project. These representations, certifications and
other statements are set forth below. Unless otherwise stated in this Agreement, the execution
and submission of this Agreement serves as affirmative acknowledgement of an agreement with
the below representations, certifications, and other statements. Further, should circumstances of
the NFWF Subrecipient change during the performance of this Agreement that would render one
of these representations, certifications and/or other statements inaccurate, invalid or incorrect,
the NFWF Subrecipient shall promptly notify NFWF of such change in circumstance. Finally, NFWF
reserves the right to update and require subsequent acknowledgement of an agreement with new
or revised representations, certifications, and other statements at no additional cost under this
Agreement.
None.
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