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PROJECT FENICE-ROCKWOOD PIGMMENTS-GRANT DOCUMENTS
� OF " � UNITED Econ ST Development ATES DOffice O EPARTME Administration CNT OF MMERCE t Atlanta Regional om / October 3, 2014 In reply refer to: Investment No. 04 -01 -06941 The Honorable David S. Copenhaver Mayor, City of Augusta 530 Greene Street, Room 801 Augusta, Georgia 30901 and Henry Ingram, Chairman Development Authority of Richmond County 1450 Green Street Enterprise Mill, Suite 560 Augusta, Georgia 30901 Dear Mayor Copenhaver and Mr. Ingram: This is to acknowledge receipt of your acceptance of our Financial Assistance Award in the amount of $1,071,305 for critical infrastructure to support the location of Project Fenice. Your particular attention is invited to the time schedule in Special Condition No. 1. If it becomes apparent that you cannot meet any element of the time schedule, you should immediately advise this office in writing as to the reasons for the delay and request a project amendment to revise the time schedule. You should be aware that violation of any element of the time schedule, without justifiable cause, will be considered grounds for termination of your Financial Assistance Award. In order that the Economic Development Administration (EDA) may be of maximum assistance in the post - approval phase, please contact Mr. Milton Cochran, who is in charge of this activity for the State of Georgia. His address is 401 West Peachtree Street, N.W., Suite 1820, Atlanta, Georgia 30308 -3510, telephone (404) 730 -3024, or mcochran@eda.gov. Sincerely, H. Philip Paradice, Jr. Director, Atlanta Region FORM CD-450 U.S. DEPARTMENT OF COMMERCE (REV. 3- f_7( 13 ) MI GRANT ❑ COOPERATIVE AGREEMENT AWARD PERIOD FINANCIAL ASSISTANCE AWARD 40 months after date of EDA approval RECIPIENT NAME AWARD NUMBER City of Augusta 04 -01 -06941 STREET ADDRESS FEDERAL SHARE OF COST 530 Green Street, Room 801 $ 1,071,305.00 CITY, STATE, ZIP CODE RECIPIENT SHARE OF COST Augusta, Georgia 30901 $ 1,071,305.00 RECIPIENT NAME TOTAL ESTIMATED COST Development Authority of Richmond County $ 2,142,610.00 STREET ADDRESS 1450 Green Street, Enterprise Mill, Suite 560 CITY, STATE, ZIP CODE Augusta, Georgia 30901 AUTHORITY Public Works and Economic Development Act of 1965, as amended (42 U.S.C. § 3121 et seq.) CFDA NO. AND PROJECT TITLE 11.300 Public Works Program / Sewer Infrastructure BUREAU FUND FCFY PROJECT -TASK ORGANIZATION OBJECT CLASS 20 40 14 0406941 -000 04 4110 This Award approved by the Grants Officer is issued in triplicate and constitutes an obligation of Federal funding. By signing the three documents, the Recipient agrees to comply with the Award provisions checked below and attached. Upon acceptance by the Recipient, two signed Award documents shall be returned to the Grants Officer and the third document shall be retained by the Recipient. If not signed and returned without modification by the Recipient within 30 days of receipt, the Grants Officer may unilaterally terminate this Award. ❑ Department of Commerce Financial Assistance Standard Terms and Conditions © Special Award Conditions (see Exhibit A) KI Line Item Budget (Attachment No. 1) ❑ 15 CFR Part 14, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, Other Nonprofit, and Commercial Organizations © 15 CFR Part 24, Uniform Administrative Requirements for Grants and Agreements to State and Local Governments ❑ OMB Circular A -21, Cost Principles for Educational Institutions © OMB Circular A -87, Cost Principles for State, Local, and Indian Tribal Governments ❑ OMB Circular A -122, Cost Principles for Nonprofit Organizations IN 48 CFR Part 31, Contract Cost Principles and Procedures © OMB Circular A -133, Audits of States, Local Governments, and Nonprofit Organizations © Other(s): EDA Standard Terms and Conditions for Construction Projects, dated March 12, 2013 SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER TITLE DATE H. Philip Para lc , . ��()------- Director, Atlanta Region 4 , /0 TYPED NAME AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL TITLE DATE J --- e2 4 . -•"*"----\..__---- i ( ....) / ( 1 David S. Copenhaver Mayor, City of Augusta M et TYPED NAME AND S NATURE OF THORIZED RECIPIENT OFFICIAL TITLE DATE W ( Chairman, Development Authority of 4( Henry Ingram Richmond County ADMINISTRATION ELECTRONIC RM UNIT v.to OF co ' �, UNITED STATES DEPARTMENT OF COMMERCE Economic Development Administration _ 4. 4..1 Atlanta Regional Office O orgrEs of '' Suite 1820 401 West Peachtree St., N.W. S E P 19 i6 i4 Atlanta, Georgia 30308 -3510 In reply refer to: Investment No. 04 -01 -06941 The Honorable David S. Copenhaver Mayor, City of Augusta 530 Greene Street, Room 801 Augusta, Georgia 30901 and Henry Ingram, Chairman Development Authority of Richmond County 1450 Green Street Enterprise tilili, Suite 560 Augusta, Georgia 30901 Dear Mayor Copenhaver and Mr. Ingram: I am pleased to inform you that the Department of Commerce's Economic Development Administration (EDA) has approved your joint application for a $1,071,305 EDA investment for critical infrastructure to support the location of Project Fenice. Enclosed are two signed copies of the Financial Assistance Award. Your agreement to the terms and conditions of the award should be indicated by the signature of your principal official on each of the signed copies of the Financial Assistance Award. One of the executed copies should be returned to H. Philip Paradice, Jr., Regional Director, Atlanta Regional Office, Economic Development Administration, 401 West Peachtree Street, N.W, Suite 1820, Atlanta, Georgia 30308 -3510. If not signed and returned within 30 days of receipt, EDA may declare the Award null and void. Please do not make any commitments in reliance on this award until you have carefully reviewed and accepted the terms and conditions. Any commitments entered into prior to obtaining the approval of EDA in accordance with its regulations and requirements will be at your own risk. EDA's mission is to lead the federal economic development agenda by promoting innovation and competitiveness, preparing American regions for growth and success in the worldwide economy. EDA implements this mission by making strategic investments in the nation's most economically distressed communities that encourage private sector collaboration and creation of higher- skill, higher wage jobs. EDA investments are results driven, embracing the principles of technological innovation, entrepreneurship and regional development. I share your expectations regarding the impact of this investment and look forward to working with you to meet the economic development needs of your community. Sincerely, H. Philip Paradice, Jr. Regional Director �FNT OFCO Enclosures: Form CD -450 Financial Assistance Award (2) t * * * p Exhibit A — Special Award Conditions ( Attachment No 1 — Form ED -508 Budget. EDA Standard Terms and Conditions for Construction Projects, dated March 12, 2013 * U * * a OF UNITED STATES DEPARTMENT OF COMMERCE * Economic Development Administration y Atlanta Regional Office Suite 1820 401 West Peachtree St., N.W. S E P 1 9 2014 Atlanta, Georgia 30308 -3510 In reply refer to: Investment No. 04-01-06941 The Honorable David S. Copenhaver � 24 Mayor, City of Augusta 7, \ 530 Greene Street, Room 801 1 I Augusta, Georgia 30901 ,` a and (1, 0\ s: 1 Henry Ingram, Chairman Development Authority of Richmond County 1450 Green Street Enterprise Mill, Suite 560 � r ° Augusta, Georgia 30901 Dear Mayor Copenhaver and Mr. Ingram: I am pleased to inform you that the Department of Commerce's Economic Development Administration (EDA) has approved your joint application for a $1,071,305 EDA investment for critical infrastructure to support the location of Project Fenice. Enclosed are two signed copies of the Financial Assistance Award. Your agreement to the terms and conditions of the award should be indicated by the signature of your principal official on each of the signed copies of the Financial Assistance Award. One of the executed copies should be returned to H. Philip Paradice, Jr., Regional Director, Atlanta Regional Office, Economic Development Administration, 401 West Peachtree Street, N.W, Suite 1820, Atlanta, Georgia 30308 -3510. If not signed and returned within 30 days of receipt, EDA may declare the Award null and void. r Please do not make any commitments in reliance on this award until you have carefully reviewed and accepted the terms and conditions. Any commitments entered into prior to obtaining the approval of EDA in accordance with its regulations and requirements will be at your own risk. EDA's mission is to lead the federal economic development agenda by promoting innovation and competitiveness, preparing American regions for growth and success in the worldwide economy. EDA implements this mission by making strategic investments in the nation's most economically distressed communities that encourage private sector collaboration and creation of higher- skill, higher wage jobs. EDA investments are results driven, embracing the principles of technological innovation, entrepreneurship and regional development. I share your expectations regarding the impact of this investment and look forward to working with you to meet the economic development needs of your community. Sincerely, H. Philip Paradice, Jr. Regional Director Enclosures: Form CD-450 Financial Assistance Award (2) " * ° Exhibit A - Special Award Conditions (7 Attachment No. 1- Form ED -508 Budget EDA Standard Terms and Conditions for Construction Projects, dated March 12, 2013 a* 1 � °r rornext " FORM co - 450 U.S. DEPARTMENT OF COMMERCE (REV. 3 13) MI GRANT ['COOPERATIVE AGREEMENT AWARD PERIOD FINANCIAL ASSISTANCE AWARD 40 months after date of EDA approval RECIPIENT NAME AWARD NUMBER 1 City of Augusta 04 -01 -06941 STREET ADDRESS FEDERAL SHARE OF COST 530 Green Street, Room 801 $ f 1,071,305.00 CITY, STATE, ZIP CODE RECIPIENT SHARE Or COST Augusta, Georgia 30901 $ 1 1,071,305.00 RECIPIENT NAME TOTAL ESTIMATED COST Development Authority of Richmond County $ 1 2,142,610.00 STREET ADDRESS 1450 Green Street, Enterprise Mill, Suite 560 CITY, STATE, ZIP CODE Augusta, Georgia 30901 AUTHORITY Public Works and Economic Development Act of 1965, as amended (42 U.S.C. § 3121 et seq.) 4 CFDA NO. AND PROJECT TITLE 11.300 Public Works Program / Sewer Infrastructure BUREAU FUND FCFY PROJECT -TASK ORGANIZATION OBJECT CLASS 20 40 14 0406941 -000 04 4110 This Award approved by the Grants Officer is issued in triplicate and constitutes an obligation of Faderai funding. By signing the three documents, the Recipient agrees to comply with the Award provisions checked below and attached. Upon acceptance by the Recipient, two signed Award documents shall be returned to the Grants Officer and the third document shall be retained by the Recipient. If not signed and returned without modification by the Recipient within 30 days of receipt, the Grants Officer may unilaterally terminate this Award. ❑ Department of Commerce Financial Assistance Standard Terms and Conditions i © Special Award Conditions (see Exhibit A) 13 Line Item Budget (Attachment No. 1) j 1 El 15 CFR Part 14, Uniform Administrative Requirements for Grants and Agreements with institutions of Higher Education, Hospitals, Other Nonprofit, and Commercial Organizations © 15 CFR Part 24, Uniform Administrative Requirements for Grants and Agreements to State and Local Govemments ❑ OMB Circular A -21, Cost Principles for Educational institutions I © OMB Circular A-87, Cost Principles for State, Local, and Indian Tribal Governments I ❑ OMB Circular A -122, Cost Principles for Nonprofit Organizations I © 48 CFR Part 31, Contract Cost Principles and Procedures 1 © OMB Circular A -133, Audits of States, Local Governments, and Nonprofit Organizations! © Other(s): EDA Standard Terms and Conditions for Construction Projects, dated March 12, 2 013 SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER TITLE i DATE H. Phili Director, Atlanta Region ! 61 TYPED NAME AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL TITLE DATE (....Q,_:;(>1 1 ! q( ( f David S. Copenhaver Mayor, City of Augusta TYPED NAME AND SIGNATURE OF THORIZED RECIPIENT OFFICIAL T ITLE DATE ill 7h Chairman Develo ment Au 1 p Authority of ! q f 'k ‘ . Henry Ingram Richmond County ADMINISTRATION ELECTRONIC FORM 1 FORM CD U.S. DEPARTMENT OF COMMERCE (REV 3- 13) Ed GRANT DipOOPERATIVE AGREEMENT AWARD PERIOD 1 FINANCIAL ASSISTANCE AWARD 40 months after date of EDA approval RECIPIENT NAME AWARD NUMBER 1 City of Augusta 04 -01 -06941 STREET ADDRESS FEDERAL SHARE OF COST 530 Green Street, Room 801 $ ( 1,071,305.00 CITY, STATE, ZIP CODE RECIPIENT SHARE OFICOST I Augusta, Georgia 30901 $ 1 1,071,305.00 RECIPIENT NAME TOTAL ESTIMATED 9ST Development Authority of Richmond County $ 2,142,610.00 STREET ADDRESS 1450 Green Street, Enterprise Mill, Suite 560 CITY, STATE, ZIP CODE Augusta, Georgia 30901 AUTHORITY Public Works and Economic Development Act of 1965, as amended (42 U.S.C. § 3121 et seq.) CFDA NO. AND PROJECT TITLE 11,300 Public Works Program / Sewer Infrastructure BUREAU FUND FCFY PROJECT -TASK ORGANIZATION OBJECT CLASS 20 40 14 0406941 -000 04 4110 This Award approved by the Grants Officer is issued in triplicate and constitutes an obligation of Federal funding. By signing the three documents, the Recipient agrees to comply with the Award provisions checked below and attached. Upon acceptance by the Recipient, two signed Award documents shall be returned to the Grants Officer and the third document shall be retained by the Recipient. If not signed and returned without modification by the Recipient within 30 days of receipt, the Grants Officer may unilaterally terminate this Award. I ❑ Department of Commerce Financial Assistance Standard Terms and Conditions © Special Award Conditions (see Exhibit A) © Line Item Budget (Attachment No. 1) ❑ 15 CFR Part 14, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, Other Nonprofit, and Commercial Organizations © 15 CFR Part 24, Uniform Administrative Requirements for Grants and Agreements to State and Local Governments ❑ OMB Circular A -21, Cost Principles for Educational Institutions m OMB Circular A-87, Cost Principles for State, Local, and Indian Tribal Governments ❑ OMB Circular A -122, Cost Principles for Nonprofit Organizations © 48 CFR Part 31, Contract Cost Principles and Procedures © OMB Circular A -133, Audits of States, Local Governments, and Nonprofit Organizations © Other(s): EDA Standard Terms and Conditions for Construction Projects, dated March 12, 2013 SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER TITLE I DATE H. Philip Pa Ic , Director, Atlanta Region / TYPED NAME AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL TITLE DATE , ,.....( i i .4 . z .....,,.......„, David S. Copenhaver Mayor, City of Augusta ; 3 / 1r TYPED NAME ANDS NATURE OF A RIZED RECIPIENT OFFICIAL TITLE DATE fill Chairman, Development Authority of 4( Henry Ingram Richmond County ADMINISTRATION ELECTRONIC U.S. DEPARTMENT OF COMMERCE I. ECONOMIC DEVELOPMENT ADMINISTRATION STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION PROJECTS Title II Public Works and Economic Development Facilities and - Economic Adjustment Assistance Construction Components PREFACE Terms and Conditions of the Award. This financial assistance award on Form CD -450 or any successor form (this "Award "), executed by the Economic Development Administration ( "EDA ") and the Recipient, and any properly executed amendment hereto, together with the ED / approved project budget and scope of work, these construction standard terms and conditions, special award conditions, and all applicable federal statutory and regulatory requirements as incorporated by reference (e.g., all applicable statutes, regulations, Executive Orders, and Office of Management and Budget (OMB) Circulars), constitute the complete requirements, hereinafter referred to as the "Terms and Conditions," applicable to the EDA investment. The Recipient and any subrecipient must, in addition to the assurances made as part of the application for investment assistance, comply with and require each of its contractors and subcontractors employed in the completion of the project to comply with the applicable Terms and Conditions of this Award. This Award is subject to the laws and regulations of the United States. Any inconsistency or conflict in the Terms and Conditions specified in this Award will be resolved according to the following order of precedence: public laws, regulations (including applicable notices published in the Federal Register), Executive Orders, OMB Circulars, EDA's construction standard terms and conditions, and special award conditions. A special award condition may take precedence on a case -by -case basis over a construction standard term or condition when warranted by specific project circumstances. Some of EDA's construction terms and conditions herein contain, by reference or substance, a summary of the pertinent statutes or regulations published in the Federal Register or the Code of Federal Regulations ( "C.F.R. "), Executive Orders, OMB Circulars, or the assurances required of the Recipient (See Forms SF -424B and SF- 424D). To the extent that it is a summary, such provision is not in derogation of, or an amendment to, any such statute, regulation, Executive Order, OMB Circular, or assurance. vi 7. EDA Contracting Provisions for Construction Projects 37 L. Property. 37 1. Standards. 37 2. Retention of Title 38 3. EDA's Interest in Award Property. 38 4. Insurance and Bonding 40 5. Leasing Restrictions. 40 6. Eminent Domain 41 7. Disposal of Real Property 41 - M. Environmental Requirements. 41 1. The National Environmental Policy Act of 1969 (42 U.S.C. § 4321 et seq.) 42 2. National Historic Preservation Act (16 U.S.C. § 470 et seq.) 42 3. Environmental Quality Improvement Act of 1970, as amended (42 U.S.C. §§ 4371 — 4375) 43 4. Clean Air Act, Clean Water Act, and Executive Order 11738 43 5. The Safe Drinking Water Act of 1974, as amended (42 U.S.C. § 300f et seq.) 43 6. Executive Order 11988, "Floodplain Management," (42 Fed. Reg. 26951, May 24, 1977) and Executive Order 11990, "Protection of Wetlands," (42 Fed. Reg. 26961, May 24, 1977) 43 7. The FIood Disaster Protection Act of. I973, as amended (42 U.S.C. § 4002 et seq.), 43 8. The Coastal Zone Management Act of 1972, as amended (16 U.S.C. § 1451 et seq.) 43 9. The Coastal Barrier Resources Act, as amended, (16 U.S.C. § 3501 et seq.) 44 10. The Wild and Scenic Rivers Act, as amended, (16 U.S.C. § 1271 et seq.) 44 11. The Fish and Wildlife Coordination Act, as amended, (16 U.S.C. § 661 et seq.) 44 12. The Endangered Species Act of 1973, as amended, (16 U.S.C. § 1531 et seq.) 44 13. The Comprehensive Environmental Response, Compensation, and Liability Act ( "Superfund)(42 U.S.C. § 9601 et seq.), and the Community Environmental Response Facilitation Act (41 U.S.C. § 11001 et seq.) 44 14. The Resource Conservation and Recovery Act of 1976, as amended, (42 U.S.C. § 6901 et seq.) 44 15. Executive Order 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations" (59 Fed. Reg. 7629, February 11, 1994) 45 16. The Lead -Based Paint Poisoning Prevention Act, as amended, (42 U.S.C. § 4821 et seq.) 45 17. The Farmland Protection Policy Act, as amended, (7 U.S.C. §§ 4201 — 4209) 45 18. The Noise Control Act of 1972, as amended, (42 U.S.C. § 4901 et seq.) 45 19. The Native American Graves Protection and Repatriation Act, as amended, (25 U.S.C. § 3001 et • seq.) 45 N. Compliance with Environmental Requirements 45 O. Miscellaneous Requirements 46 1. Criminal and Prohibited Activities. 46 2. Foreign Travel. 46 3. American -Made Equipment and Products. 47 iv TABLE OF CONTENTS PREFACE 6 i A. General Requirements and Responsibilities 7 1. Purpose. 7 H 2. Authority and Policies. 7 a 3. Definitions. 8 4. Grant Recipient as Trustee. 8 5. Reaffirmation of Application. 9 B. Financial Requirements. 9 1. Financial Reports 9 2. Disbursement Requests. 10 3. Federal and Non - Federal Cost Sharing. 11 4. Budget Revisions and Transfers of Funds Among Budget Categories 11 5. Indirect Costs and Facilities and Administrative Costs 13 6. Incurring Costs Prior to Award. 15 i . Incurring Costs or Obligating Federal Funds Beyond the Project Expiration Date. 15 8. Time Extensions. 15 9. Tax Refunds. 16 10. Program Income. 16 C. Programmatic Requirements. 17 1. Project Progress and Performance Reporting 17 2. Interim Reporting. 17 3. Government Performance and Results Act Reporting. 18 4. Unsatisfactory Performance. 18 5. Programmatic Changes 18 6. Other Federal Awards with Similar Programmatic Activities. 19 7. Noncompliance with Award Provisions 19 ,i 8. Use by Beneficiary. 19 „ 9. Prohibition Against Assignment by the Recipient. 19 10. Disclaimer Provisions; Hold Harmless Requirement 20 11. Prohibition on Use of Third Parties to Secure Award. 20 12. Payment of Attorneys' or Consultants' Fees 20 _ 13. Recipient's Duty to Refrain from Employing Certain Government Employees 21 14. Commencement of Construction 21 15. Efficient Administration of Project. 22 16. Conflicts -of- Interest Rules. 22 17. Record- Keeping Requirements. 22 18. Termination Actions. 23 19. Project Closeout Procedures 24 20. Freedom of Information Act 26 ii Form ED -508 Attachment No. 1 (Rev. 3/89) U.S. DEPARTMENT OF COMMERCE ECONOMIC DEVELOPMENT ADMINISTRATION PUBLIC WORKS PROJECT COST CLASSIFICATIONS EDA Investment No. 04 -01 -06941 State: Georgia County: Richmond Cost Classification Proposed Approved Administrative and legal expenses $ 25,000 $ 25,000 Land, structures, and rights -of -way appraisals, etc. Relocation expenses and payments (Cost incidental to transfer of titles) Architectural and engineering fees Other architectural and engineering fees Project inspection fees and audit Site Work Demolition and removal Construction 1,925,100 1,925,100 Equipment Miscellaneous Contingencies 192,510 192,510 TOTAL PROJECT COSTS $ 2,142,610 $ 2,142,610 Remarks: EXHIBIT "A" U.S. DEPARTMENT OF COMMERCE Economic Development Administration (EDA) Public Works and Development Facilities Investment No.: 04 -01 -06941 Recipient: City of Augusta and the Development Authority of Richmond County, Georgia SPECIAL AWARD CONDITIONS 1. PROJECT DEVELOPMENT TIME SCHEDULE: The Recipient agrees to the following Project development time schedule: Time allowed after Receipt of Financial Assistance Award for: Return of Executed Financial Assistance Award 30 days Start of Construction 16 Months from Date of Grant Award Construction Period 21 Months Project Closeout — All Project closeout documents including final financial information and any required program reports shall be submitted to the Government not more than 90 day after the date the Recipient accepts the completed project from the contractor(s). The Recipient shall pursue diligently the development of the Project so as to ensure completion within this time schedule. Moreover, the Recipient shall notify the Government in writing of any event, which could delay substantially the achievement of the Project within the prescribed time limits. The Recipient further acknowledges that failure to meet the development time schedule may result in the Government's taking action to terminate the Award in accordance with the regulations set forth at 15 CFR 24.43 (53 Fed. Reg. 8048 -9, 8102, March 11, 1988). 2. GOALS FOR WOMEN AND MINIORITIES IN CONSTRUCTION: Department of Labor regulations set forth in in 41 CFR 60 -4 establish goals and timetables for participation of minorities and women in the construction industry. These regulations apply to all Federally assisted construction contracts in excess of $10,000. The Recipient shall comply with these regulations and shall obtain compliance with 41 CFR 60 -4 from contractors and subcontractors employed in the completion of the Project by including such notices, clauses and provisions in the Solicitations for Offers or Bids as required by 41 CFR 60 -4. The goal for the participation of women in each trade area shall be as follows: From April 1, 1981, until further notice: 6.9 percent Special Conditions EXHIBIT "A" Page 2 Investment . -01 -06941 chans this al, as bli ted R in accordance with the Office of Federal Contract to Compliance pu Programs shed regulations he at 41 CFR 60 -4.6, or any successor regu lations, shall hereafter bei incorporated by reference egister into these Special Award Conditions. Goals for ge minority participation go shall be in as prescribed eral by Appendix B -80 Federal 04 Register, Volume 45, No. 194, October 3, 1980, or subsequent publications. The Recipient shall include the "Standard Federal Equal Employment Opportunity Construction Contract Specifications" (or cause them to be included, if appropriate) in all Federally assisted contracts and subcontracts. The goals and timetables for minority and female participation may not be less than those published pursuant to 41 CFR 60 -4.6. 3. REPORT ON UNLIQUIDATED OBLIGATIONS: All Recipients of an EDA grant award of more than $100,000 whose Award has not been fully disbursed is required to submit Form SF -425, "Financial Status Report" to EDA semi - annually to report on the status of unreimbursed obligations. This report will provide information on the amount of allowable Project expenses that have been incurred, but not claimed for reimbursement by the Recipient. The first report shall be as of March 30 of each year and shall be submitted to EDA no later than April 30 of each year, and the second report shall be as of September 30 of each year and shall be submitted to EDA no later than October 30 of each year. The Recipient must submit a final financial report using Form SF -425 within 90 days of the expiration date of the Award (or from the date the Recipient accepts the Project from the contractor, whichever occurs earlier). Noncompliance with these requirements will result in the suspension of disbursements under this Award. Financial reports are to be submitted to the Project Officer. 4. PRESERVATION OF OPEN COMPETITION AND GOVERNMENT NEUTRALITY TOWARDS GOVERNMENT CONTRACTORS LABOR RELATIONS ON FEDERAL AND FEDERALLY FUNDED CONSTRUCTION PROJECTS: Pursuant to E.O. 13202, "Preservation of Open Competition and Government Neutrality Towards Government Contractors' Labor Relations on Federal and Federal Funded Construction Projects," unless the Project is exempted under section 5(c) of the order, bid specifications, project agreements, or other controlling documents for construction contracts awarded by Recipients of grants or cooperative agreements, or those of any construction manager acting on their behalf, shall not: a) include any requirement or prohibition on Bidders, Offerors, Contractors, or Subcontractors about entering into or adhering to agreements with one or more labor organizations on the same or related construction Project(s); or b) otherwise discriminate against Bidders, Offerors, Contractors, or Subcontractors for becoming or refusing to become or remain signatories or otherwise to adhere to agreements with one or more labor organizations, on the same or other related construction Project(s). r Special Conditions EXHIBIT "A" Page 3 Investment No. 04 -01 -06941 5. ENGINEERING CERTIFICATE /CERTIFICATE OF TITLE: The Recipient, prior to Solicitation of bids for construction of this Project, shall furnish to the Government an acceptable Engineering Certificate showing all lands, rights -of -way and easements necessary for construction of this Project along with an acceptable Certificate of Title on said lands, rights -of -way and easements showing good and merchantable title free of mortgages or other foreclosable liens. 6. CONSTRUCTION START: If significant construction (as determined by EDA) is not commenced within two years of approval of the project or by the date estimated for start of construction in the grant award (or the expiration of any extension granted in writing by EDA), whichever is later, the EDA grant will be automatically suspended and may be terminated if EDA determines, after consultation with the grant recipient, that construction to completion cannot reasonably be expected to proceed promptly and expeditiously. 7. NONRELOCATION: In signing this award of financial assistance, Recipient(s) attests that EDA funding is not intended by the Recipient to assist its efforts to induce the relocation of existing jobs that are located outside of its jurisdiction to within its jurisdiction in competition with other jurisdictions for those same jobs. In the event that EDA determines that its assistance was used for those purposes, EDA retains the right to pursue appropriate enforcement action in accord with the Standard Terms and Conditions of the Award, including suspension of disbursements and termination of the award for convenience or cause. 8. REFUND CHECKS, INTEREST OR UNUSED FUNDS: Treasury has given the EDA two options for having payments deposited to our account with it: The first one is Pay.Gov. This option allows the payee to pay EDA through the Internet. The payee will have the option to make a one -time payment or to set up an account to make regular payments. The second option is Paper Check conversion. All checks must identify on their face the name of the DoC agency funding the award, award number, and no more than a two -word description to identify the reason for the refund or check. A copy of the check should be provided to the Federal Project Officer. This option allows the payee to send a check to NOAA's accounting office, who processes EDA's accounting functions at the following address: U.S. Department of Commerce, National Oceanic and Atmospheric Administration, Finance Office, AOD, EDA Grants, 20020 Century Boulevard, Germantown, MD 20874. The accounting staff will scan the checks in encrypted file to the Federal Reserve Bank, and the funds will be deposited in EDA's account. While this process will not be an issue with most payees who are corporations, it could be an issue for individuals sending EDA funds. Please make note of the following. Notice to Customers Making Payment by Check Special Conditions EXHIBIT "A" Page 4 Investment No. 04 -01 -06941 If you send EDA a check, it will be converted into an electronic funds transfer by copying your check and using the account information on it to electronically debit your account for the amount of the check. The debit from your account will usually occur within 24 hours and will appear on your regular account statement. You will not receive your original check back. Your original check will be destroyed, but a copy of it will be maintained in our office. If the EFT cannot be processed for technical reasons, the copy will be processed in place of the original check. If the EFT cannot be completed because of insufficient funds, we will charge you a one -time fee of $25.00, which will be collected by EFT. 9. SCOPE OF WORK: Recipient(s) agrees to undertake, prosecute and complete the Scope of Work (SOW) for this Project funded by this Award which SOW is approved and agreed to by the Government as subsequently amended in mutually agreed upon written change order(s) and /or SOW amendment(s), if any. The SOW shall be as set forth and described in a.) the application submitted by Recipient(s) and/or Recipient's authorized representative(s) to the Government for this Award together with b.) all enclosures, materials, documents and other submittals accompanying and supporting the application, c.) all additional materials, documents and/or correspondence requested by the Government and submitted by Recipient(s) and/or Recipient's authorized representative(s) in support and furtherance of the application and d.) such change(s) and/or SOW amendments, if any, requested in writing by the Recipient(s) and/or Recipient's authorized representative subsequent to the date of this Award and approved and agreed to in writing by the Government. To the extent such additional materials, documents and /or correspondence amends and/or clarifies the application, such amendment or clarification shall be controlling. It is agreed that the Recipient(s) and Government intend that the SOW describes a discrete, detailed and specific project that is funded and authorized by this Award and to that end the application and the above described additional information shall be fairly construed to and shall describe the SOW. The scope of work for this project is further described below: A force main sewer line must be constructed from the industry facility to the wastewater treatment plant. This twenty-four inch (24') force main will be approximately seven - thousand linear feet (7,000 LF). A trenchless jack and bore crossing approximately two- hundred feet (200) in length will extend the main to the western side of Doug Barnard Parkway. The force main will continue along Doug Barnard Parkway, parallel to the existing forty- eight -inch (48') gravity sewer line. It will turn southwest and cross Butler Creek and the adjacent wetlands using approximately three-hundred-fifty linear feet (300 LF) of trenchless horizontal directly drilling, and will ultimately terminate at a point -five feet (5) outside of the proposed facility. 10. CONSTRUCTION PERMITS: Prior to Solicitation of bids for construction of this Project, the Recipient shall obtain all permits described in item 3 of the Certificate of Engineer, Part One of the above referenced CERTIFICATE AS TO PROJECT SITE, RIGHTS -OF -WAY, AND EASEMENTS. Special Conditions EXHIBIT "A" Page 5 Investment No. 04 -01 -06941 11. ENGINEERING: Prior to invitation for bids, the Recipient shall furnish evidence that land disturbance permit, site development permit, GA EPD Approval (water & sewer), and NPDES permits have been obtained. If any of the above permits are not required, Recipient shall provide written documentation from the permitting agency that no permit is required. The Recipient shall also furnish evidence that all mitigation stipulated in the Georgia Environmental Protection Division (EPD) permit for this project has been accomplished. 12. PLANS & SPECIFICATIONS: Recipient agrees to and shall cause the following to be placed in the project plans and specifications: "If archeological materials are encountered during construction, the procedures codified at 33 CFR 800.13(b) will apply and EDA, the Georgia Historic Preservation Division, and the Catawba Indian Nation shall be contacted immediately. Archeological Materials consist of any items, fifty years or older which were made or used by man. These items include, but are not limited to, stone projectile points (arrowheads), ceramic sherds, bricks, worked wood, bone and stone, metal and glass objects, and human skeletal remains." 13. LEAD RECIPIENT DESIGNATION AND OBLIGATIONS: This Award is made to multiple Recipients as identified in the Financial Assistance Award Form CD -450 to which these Special Award Conditions are attached. The Government requested that one of the Recipients be designated as the lead recipient to facilitate the administration of this Award. The Recipient named first in the Recipient name block on the CD -450 to which this Exhibit A is attached has agreed in writing to be designated as lead recipient. The co- recipients acknowledge, agree with and consent to this designation. The Recipients agree that all funds available pursuant to this Award shall be solely disbursed by the Government to the Lead Recipient. The Lead Recipient agrees to be responsible for the further disbursement of all such funds received from the Government pursuant to this Award strictly in accordance with the Budget attached to this Award. Such disbursement by the Lead Recipient shall be made in accordance with all applicable requirements of the Government as identified and set forth on the Financial Assistance Award Form CD -450 to which these Special Award Conditions are attached. The Lead Recipient further agrees to be responsible for accumulating all necessary information for and the submission of all reports required to be submitted to the Government pursuant to this Award. ECONOMIC DEVELOPMENT ADMINISTRATION STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION PROJECTS Title II - Public Works and Economic Development Facilities and Title II - Economic Adjustment Construction Components A. General Requirements and Responsibilities. 1. Purpose. The Economic Development Administration's ( "EDA ") grants for (i) public works (42 U.S.C. § 3141) and (ii) economic adjustment (42 U.S.C. § 3149) projects are designed to enhance regional competitiveness and promote long -term economic development in regions experiencing substantial economic distress. EDA provides construction, design, and engineering grants to assist distressed communities and regions revitalize, expand, and upgrade their physical infrastructure to attract new industry, encourage business expansion, diversify local economies, and generate or retain long -term private sector jobs and investment. The requirements set forth in these construction standard terms and conditions (the "Construction Standard Terms and Conditions ") are applicable to construction, design, and engineering projects funded in whole or in part by EDA. Any necessary modifications of these requirements will be addressed in special award conditions to accommodate individual projects. In addition, these Construction Standard Terms and Conditions apply to construction projects of revolving loan funds ( "RLFs ") awarded between 1975 and 1999 under EDA's Title IX Economic Adjustment Assistance Program, as well as to RLFs funded after February 11, 1999 under section 209 of PWEDA (42 U.S.C. § 3149). 2. Authority and Policies. EDA is a bureau within the U.S. Department of Commerce established under the Public Works and Economic Development Act of 1965, as amended (42 U.S.C. § 3121 et seq.) ( "PWEDA "). (See 13 C.F.R. § 300.1.) As a Federal agency, EDA is obligated to promulgate regulations and establish policies and procedures to: a. Ensure compliance with applicable federal requirements; b. Safeguard the public's interest in the grant assets; and c. Promote the effective use of grant funds in accomplishing the purpose(s) for which they were awarded. The Department or EDA may issue changes from time to time to the regulations and other requirements and policies that apply to this Award. Such changes may upon occasion increase administrative or programmatic flexibility in administering this Award in a manner that is mutually beneficial to EDA and to the Recipient. The implementation of any such regulatory, administrative, or programmatic change in administering this Award must have prior EDA written approval. 7 estimated useful life of the Project, as determined by EDA, during which EDA retains an undivided equitable reversionary interest (the "Federal Interest ") in the property improved, in whole or in part, with the EDA investment. See 13 C.F.R. § 314.2. If EDA determines that the Recipient fails or has failed to meet this obligation, the agency may exercise any rights or remedies with respect to its Federal Interest in the Project. However, EDA's forbearance in exercising any right or remedy in connection with the Federal Interest does not constitute a waiver thereof. The Recipient agrees to provide EDA with information and documentation necessary for the agency to conduct due diligence to ensure the business integrity and responsibility of the Recipient and key individuals associated with the Recipient in the management or administration of this Award. 5. Reaffirmation of Application. Recipient(s) acknowledges that Recipient's application for this Award may have been submitted to the Government and signed by Recipient(s), or by an authorized representative of Recipient, electronically. Regardless of the means by which Recipient(s) submitted its application to the Government or whether Recipient or an authorized representative of Recipient submitted its application to the Government, Recipient(s) hereby reaffirms and state that: a. All data in said application and documents submitted with the application are true and correct as of the date of this Award and were true and correct as of the date of said submission; b. Said application was as of the date of this Award and as of the date of said application duly authorized as required by local law by the governing body of the Recipient(s) and c. Recipient(s) confirms that it will comply with the Assurances and Certifications submitted with, or attached to, said application. For purposes of this provision, the term "application" includes all documentation and any information provided to the Government as part of, and in furtherance to, the request for funding, including submissions made in response to information requested by the Government after submission of the initial application. B. Financial Requirements. 1. Financial Reports. a. While EDA generally does not advance funds under an Award, the Recipient must submit Form SF -272, "Report of Federal Cash Transactions," for any Award where funds are to be advanced to the Recipient. Form SF -272 is due 15 business days following the end of each quarter for an Award under $1 million, 15 business days following the end of each month for 9 c. Initial Disbursement Request. For the initial disbursement only, the Recipient must complete and submit Form SF - 3881, "ACH Vendor /Miscellaneous Payment Enrollment Form," along with Form SF -271, to the applicable EDA Project Officer. d. Interim Disbursement Requests. All requests for interim disbursement shall be submitted using Form SF -271 and include substantiating invoices and /or vouchers. 3. Federal and Non - Federal Cost Sharing. a. For the purposes of this Award, the Federal share is the amount of EDA funds invested under the Award, while the non - federal share, or "Matching Share," means non -EDA funds and any in -kind contributions that are approved by EDA and provided by the Recipient or third parties as a condition of the Award. Awards that include the Federal and non - Federal share incorporate an estimated budget consisting of shared allowable costs. If actual allowable costs are less than the total approved estimated budget, the Federal share and Matching Share shall be calculated by applying the approved federal and non - federal cost share ratios to actual allowable costs. See 13 C.F.R. §§ 305.10 and 308.1. If actual allowable costs are greater than the total approved estimated budget, the federal share shall not exceed the total federal dollar amount authorized by this Award. b. The Matching Share, whether cash or in -kind, shall be paid out at the same rate as the federal share. Exceptions to this requirement may be granted by the Grants Officer based on sufficient documentation demonstrating previously determined plans for, or later commitment of, cash or in -kind contributions. In any case, the Recipient must meet its cost share commitment over the Award period. c. The Recipient must create and maintain sufficient records justifying the required Matching Share to facilitate questions, audits, and other inquiries necessary to meet EDA's requirements to safeguard Federal funds, and must provide these records if requested by EDA, auditors, or other Federal parties. EDA may disallow undocumented costs. See section C.17 of these Construction Standard Terms and Conditions. d. The Recipient shall show that the Matching Share is committed to the Project, available as needed, and not conditioned or encumbered in any way that precludes its use consistent with the requirements of EDA investment assistance. See 13 C.F.R. § 301.5. 4. Budget Revisions and Transfers of Funds Among Budget Categories. The EDA - approved budget is the budget plan for the Project. The Recipient must notify EDA of any deviation from the budget or program plans, including any change in scope of work or the objective of the Project (even if there is no associated budget revision requiring prior written approval). See 15 C.F.R. §§ 14.25 or 24.30, as applicable. 11 (v) Hospitals: Department of Health and Human Services serves as the main cognizant agency for hospitals. See Appendix E to 45 C.F.R. part 74. For those organizations for which DOC is cognizant or has oversight, DOC or its designee will either negotiate a fixed rate with carry - forward provisions for the Recipient or, in some instances, will limit its review to evaluating the procedures described in the recipient's cost allocation plan. Indirect cost rates and cost allocation methodology reviews are subject to future audits to determine actual indirect costs. Within 90 business days of the Award start date, the Recipient shall submit to the address listed below documentation (indirect cost proposal, cost allocation plan, etc.) necessary to - perform the review: Office of Acquisition Management U.S. Department of Commerce 14 Street and Constitution Avenue, N.W., Room # 6054 Washington, DC 20230 The Recipient shall provide the i:oject Officer with a copy of the transmittal letter. The Recipient can use the fixed rate proposed in the indirect cost plan until such time as DOC provides a response to the submitted plan. Actual indirect costs must be calculated annually and adjustments made through the carry - forward provision used in calculating next year's rate. This calculation of actual indirect costs and the carry - forward provision is subject to audit. Indirect cost rate proposals must be submitted annually. An organization that has previously established indirect cost rates must submit a new indirect cost proposal to the cognizant agency within six months after the close of the Recipient's fiscal years. e. When DOC is not the oversight or cognizant Federal agency, the Recipient shall provide the Project Officer with a copy of a negotiated rate agreement or a copy of the transmittal letter submitted to the cognizant or oversight federal agency requesting a negotiated rate agreement. - f. If the Recipient fails to submit the required documentation to DOC within 90 business days of the Award start date, the Grants Officer may amend the Award to preclude the recovery of any indirect costs under the Award. If the DOC, oversight, or cognizant Federal agency determines there good and sufficient cause to excuse the Recipient's delay in submitting the documentation, an extension of the 90- business day due date may be approved by the Grants Officer. g. The maximum dollar amount of allocable indirect costs for which DOC will reimburse the Recipient shall be the lesser of: (i) The line item amount for the Federal share of indirect costs contained in the approved budget of the Award; or 14 Officer in writing. A verbal or written assurance of funding from other than the Grants Officer, including Regional Office staff other than the Grants Officer, does not constitute authority to obligate funds for programmatic activities beyond the expiration date. b. The Recipient is responsible for implementing the Project in accordance with the development time schedule contained in this Award. As soon as the Recipient becomes aware that it will not be possible to meet the development time schedule, the Recipient must notify the Grants Officer. The Recipient's notice to EDA must contain the following: • (i) An explanation of the Recipient's inability to complete work by the specified date (e.g., a lengthy period of unusual weather delayed the contractor's ability to excavate the site, major re- engineering required in order to obtain State or federal approvals, unplanned environmental mitigation required); (ii) A statement that no other changes to the Project are contemplated; (iii) Documentation that demonstrates there is still a bona fide need for the Project; and (iv) A statement that no further delay is anticipated and that the Project can be completed within the revised time schedule. EDA reserves the right to withhold disbursements while t':e Recipient is not in compliance with the time schedule. EDA reserves the right to suspend or terminate this Award if the Recipient fails to proceed with reasonable diligence to accomplish the Project as intended. 9. Tax Refunds. Refunds of Federal Insurance Contributions Act (FICA) or Federal Unemployment Tax Act (FUTA) taxes received by the Recipient during or after the Project period must be refunded or credited to DOC where the benefits were financed with federal funds under the Award. The Recipient agrees to contact the Grants Officer immediately upon receipt of these refunds. The Recipient further agrees to refund portions of FICA/FUTA taxes determined to belong to the Federal Government, including refunds received after the expiration of this Award. 10. Program Income. • For Projects that create long -term rental revenue (e.g., buildings or real property constructed or improved for the purpose of renting or leasing space), the Recipient agrees to use such income generated from the rental or lease of any Project facility in the following order of priority: a. Administration, operation, maintenance, and repair of Project facilities for their estimated useful life (as determined by EDA) in a manner consistent with good property management practice and in accordance with established building codes. This includes, where applicable, repayment of indebtedness resulting from any EDA- approved encumbrance (e.g., approved mortgage) on the EDA- assisted facility. 16 Recipient should report such events to the Project Officer in the most time - expedient way possible and then, if the initial report was not in writing, report the event to the Project Officer in writing. Such a report shall include a statement of the event or issue, a statement of the course of action contemplated to resolve the matter, and any federal assistance needed to resolve the situation. If budget changes are required, the Recipient must submit a written budget revision request. See 15 C.F.R. §§ 14.25(h) or 24.30(c)(2), as applicable. 3. Government Performance and Results Act Reporting. In addition to quarterly Project progress reports, EDA may require the Recipient to report on Project performance beyond the Project Closeout date for Government Performance and Results Act (GPRA) purposes. In no case shall the Recipient be required to submit any report more than ten years after the Project Closeout date. Data used by the Recipient in preparing reports shall be accurate and from independent sources whenever possible. See 13 C.F.R. § 302.16. 4. Unsatisfactory Performance. Failure to perform the work in accordance with the Terms and Conditions of the Award and maintain at least satisfactory performance at the discretion of EDA may result in the designation of the Recipient as high -risk and assignment of special award conditions or further action as specified in section C.7. of these Construction Standard Terms and Conditions. See 15 C.F.R. §§ 14.14 or 24.12, as applicable. 5. Programmatic Changes. a. The Recipient must report to the Project Officer and request prior approval for any programmatic change to the Award, in accordance with 15 C.F.R. §§ 14.25 or 24.30, as applicable. The Project Officer forwards requests for consideration by the Grants Officer, who must provide written approval for applicable programmatic changes. b. Any changes made to the Project without EDA's approval are made at the Recipient's risk of nonpayment of costs, suspension, termination, or other EDA action with respect to the Award. See 13 C.F.R. § 302.7(b). • c. Contract Change Orders. After construction contracts for the Project have been executed, it may become necessary to alter them. This requires a formal contract change order that must be issued by the Recipient and accepted by the contractor. All contract change orders must be reviewed by EDA, even if EDA is not participating in the cost of the change order or the contract price is to be reduced. Work on the Project may continue pending EDA review and approval of the change order, but all such work shall be at the Recipient's risk as to whether the cost of the work is eligible for EDA participation until the Recipient receives EDA approval for the change order. See 13 C.F.R. § 305.13. 18 10. Disclaimer Provisions; Hold Harmless Requirement. a. The United States expressly disclaims any and all responsibility or liability to the Recipient or third persons for the actions of the Recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this Award or any subaward or subcontract under this Award. b. The acceptance of this Award by the Recipient does not in any way constitute an agency relationship between the United States and the Recipient. c. To the extent permitted by law, the Recipient agrees to indemnify and hold the Government harmless from and against all liabilities that the Government may incur as a result of providing an Award to assist, directly or indirectly, in the preparation of the Project site or construction, renovation, or repair of any facility on the Project site, to the extent that such liabilities are incurred because of toxic or hazardous contamination or groundwater, surface water, soil, or other conditions caused by operations of the Recipient or any of its predecessors (other than the Government or its agents) on the property. See 13 C.F.R. § 302.19. 11. Prohibition on Use of Third Parties to Secure Award. Unless otherwise specified in the special award conditions to this Award, the Recipient warrants that no person or selling agency has been employed or retained to solicit or secure this Award upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by the Recipient for the purpose of securing business. For breach or violation of this warrant, the Government has the right to annul this Award without liability, or at its discretion, to deduct from the Award sum, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 12. Payment of Attorneys' or Consultants' Fees. No Award funds shall be used, directly or indirectly, to reimburse attorneys' or consultants' fees incurred in connection with obtaining investment assistance under PWEDA, such as, for example, preparing the application for EDA investment assistance. However, ordinary and reasonable attorneys' and consultants' fees incurred for meeting Award requirements, such as, for example, conducting a title search or preparing plans and specifications, may be eligible Project costs and may be paid out of Award funds, provided such costs are otherwise eligible. See 13 C.F.R. § 302.10. 20 15. Efficient Administration of Project. The Recipient agrees to properly and efficiently administer, operate, and maintain the Project for its estimated useful life, as required by section 504 of PWEDA (42 U.S.C. § 3194). If the Government determines, at any time during the estimated useful life of the facility, that the Project is not being properly and efficiently administered, operated, and maintained, the Government may terminate this ' Award and require the Recipient to repay the Federal Share. See 13 C.F.R. §§ 302.12, 302.18, and 314.2- 314.5. 16. Conflicts - of - Interest Rules. a. An "Interested Party" is defined in 13 C.F.R. § 300.3 as "any officer, employee, or member of the board of directors or other governing board of the Recipient, including any other parties that advise, approve, recommend, or otherwise participate in the business decisions of the Recipient, such as agents, advisors, consultants, attorneys, accountants, or shareholders." An Interested Party includes the Interested Party's "Immediate Family" (defined in 13 C.F.R. § 300.3 as a person's spouse, parents, grandparents, siblings, children, and grandchildren, but does not include distant relatives, such as cousins, unless the distant relative lives in the same household as the person) and other persons directly connected to the Interested Party by law or through a business organization. In addition, "Immediate Family" includes an Interested Party's "significant other" or partner. b. The Recipient must establish safeguards to prohibit an Interested Party from using its position for a purpose that constitutes or presents the appearance of personal or organizational conflicts -of- interest or of personal gain. See 13 C.F.R. § 302.17(a) and (b), 15 C.F.R. §§ 14.42 or 24.36(b)(3), as applicable, and Forms SF -424B ( "Assurances — Non - Construction Projects ") and SF -424D ( "Assurances — Construction Projects "). c. An Interested Party must not receive any direct or indirect financial or personal interests or benefits in connection with this Award or its use for payment or reimbursement of costs by or to the Recipient. A financial interest or benefit may include employment, stock ownership, a creditor or debtor relationship, or prospective employment with the organization selected or to be selected for a subaward. An appearance of impairment of objectivity could result from an organizational conflict where, because of other activities or relationships with other persons or entities, a person is unable or potentially unable to render impartial assistance or advice. It also could result from non - financial gain to the individual, such as benefit to reputation or prestige in a professional field. See 13 C.F.R. § 302.17(b). 17. Record - Keeping Requirements. a. Records. The Recipient must maintain records that document compliance with the Terms and Conditions of this Award. At a minimum, the Recipient's records must fully disclose: 22 (1) Any representation made by the Recipient to the Government in connection with the application for Government assistance is incorrect or incomplete in any material respect; (11) The intent and purpose and/or the economic feasibility of the Project is changed substantially so as to affect significantly the accomplishment of the Project as intended (including an unauthorized use of property as provided in 13 C.F.R § 314.4); (iii) The Recipient has violated commitments it made in its application and supporting documents or has violated any of the Terms and Conditions of this Award; (iv) The conflicts -of- interest rules in 13 C.F.R. § 302.17 are violated; or (v) The Recipient fails to report immediately to the Government any change of authorized representative(s) acting in lieu of or on behalf of the Recipient. In addition, EDA may take one or more of the actions set out in 15 C.F.R. §§ 14.62(a) or 24.43(a), as applicable. b. Termination for Convenience. The Recipient may request at any time termination for convenience of this Award upon sending to t' Grants Officer written notification in a form acceptable to EDA setting forth the reasons for requesting the termination and the effective date of such termination. See 15 C.F.R. §§ 14.61 or 24.44, as applicable. 19. Project Closeout Procedures. As noted above in section C.15, after construction is completed and the Project is closed out financially, the Recipient has an ongoing responsibility to properly administer, operate, and maintain the Project for its estimated useful life (as determined by EDA) in accordance with its original purpose. See 13 C.F.R. § 302.12. The Recipient must comply with all Award requirements and maintain records to document such compliance, which shall be made available for inspection by EDA or other Government officials as required. a. Final Disbursement. When Project construction and final inspection have been completed, or substantially completed as determined by EDA, and the Recipient has accepted the Project • from the contractor, the Recipient can begin the Closeout process by submitting the following documentation to EDA: (i) A request for final disbursement on an executed Form SF -271; (ii) A written certification that all costs claimed are for eligible activities under this Award, for which there is documentation in the Recipient's records; (iii) An executed certificate of final acceptance signed by the Recipient and the Recipient's architect/engineer; (iv) The Recipient's certification that its currently valid single or program - specific a accordance h Circular , "Audits f States, Governments in , and Non - Pro witOMB fit Organizations -133 if applicabl does not Loca l c ontain 24 20. Freedom of Information Act. EDA is responsible for meeting its Freedom of Information Act (FOIA) (5 U.S.C. § 522) responsibilities for its records. DOC regulations at 15 C.F.R. part 4 set forth the requirements and procedures that EDA must follow in order to make the requested material, information, and records publicly available. Unless prohibited by law and to the extent required under the FOIA, contents of applications and other information submitted by applicants and Recipients may be released in response to a FOIA request. The Recipient should be aware that EDA may make certain application and other submitted information publicly available. Accordingly, the Recipient should identify in its application any information it believes to be confidential. D. Additional Requirements Relating to Construction Projects. The Recipient and any subrecipient(s) must, in addition to other statutory and regulatory requirements detailed in these Construction Standard Terms and Conditions and the assurances made to EDA in connection with the Award, comply and require each of its contractors and subcontractors employed in the completion of the Project to comply with all applicable Federal, State, territorial, and local laws, and in particular, the following federal public laws (and the regulations i :rued thereunder), Executive Orders, OMB Circulars, and local law requirements. 1. The Davis - Bacon Act, as amended (40 U.S.C. §§ 3141 - 3144, 3146, 3147; 42 U.S.C. § 3212) Requiring minimum wages for mechanics and laborers employed on Federal Government public works projects to be based on the wages the Secretary of Labor determines to be prevailing for the corresponding classes of laborers and mechanics employed on projects of a character similar to the contract work in the civil subdivision of the State in which the Project is to be performed, or in the District of Columbia if the Project is to be performed there. 2. The Contract Work Hours and Safety Standards Act, as amended (40 U.S.C. §§ 3701 3708) Providing work hour standards for every laborer and mechanic employed by any contractor or subcontractor in the performance of a federal public works project. 3. The National Historic Preservation Act of 1966, as amended (16 U.S.C. § 470 et seq.), and the Advisory Council on Historic Preservation Guidelines Requiring projects involving Federal funds to follow the requirements of the National Historic Preservation Act, which requires stewardship of historic properties. 4. The Historical and Archeological Data Preservation Act of 1974, as amended (16 U.S.C. § 469a -1 et seq.) Requiring appropriate surveys and preservation efforts if a Federally - licensed project may cause irreparable loss or destruction of significant scientific, prehistorical, historical, or archeological data. 26 d. The Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.) (ADA), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by State and local governments or instrumentalities or agencies thereto, as well as public or private entities that provide public transportation; e. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), and DOC implementing regulations published at 15 C.F.R. part 8b, which prohibit discrimination on the basis of handicap under any program or activity receiving or benefiting from Federal assistance: f. Revised ADA Standards for Accessible Design for Construction Awards: The U.S. Department of Justice has issued revised regulations implementing Title II of the ADA (28 C.F.R. part 35; 75 F.R. 56164, as amended by 76 F.R. 13285) and Title III of the ADA (28 C.F.R. part 36; 75 F.R. 56164, as amended by 76 F.R. 13286). The revised regulations adopted new enforceable accessibility standards called the "2010 ADA Standards for Accessible Design" (2010 Standards). The 2010 Standards are an acceptable alternative to the Uniform Federal Accessibility Standards (UFAS). DOC deems compliance with the 2010 Standards to be an acceptable means of complying with the Section 504 accessibility requirements for new construction and alteration projects under 15 C.F.R. § 8b.18(c), as follows: (i) Public Recipients subject to Title II of the ADA may use either the 2010 Standards or UFAS where the physical construction or alternations commence on or after September 15, 2010 and before March 15, 2012 (see 28 C.F.R. § 35.151(c)(2)); and (ii) Private Recipients subject to Title III of the ADA may use either the 2010 Standards or UFAS if the date when the Last application for a building permit or permit extension is certified to be complete by a State, county, or local government (or, in those jurisdictions where the government does not certify completion of applications, if the date when the last application for a building permit or permit extension is received by the State, county, or local - government) is on or after September 15, 2010 and before March 15, 2012, or if no permit is required, if the start of physical construction or alterations occurs on or after September 15, 2010 and before March 15, 2012 (see 28 C.F.R. § 36.406(a)(2)). In all cases, once a Recipient selects an applicable ADA accessibility standard (i.e., the 2010 Standards or UFAS), that standard must be applied to the entire facility. As of March 15, 2012, all new construction and alteration projects must comply with the 2010 Standards. 28 audit on a DOC Award, the OIG will usually make the arrangements to audit the Award, whether the audit is performed by OIG personnel, an independent accountant under contract with DOC, or any other Federal, State, or local audit entity. 1. Requirement to Have an OMB Circular A -133 Audit Performed; Organization -Wide, Program - Specific, and Project Audits. a. Organization -wide or program - specific audits shall be performed in accordance with the Single Audit Act Amendments of 1996, as implemented by OMB Circular A -133, "Audits of States, Local Governments, and Non -Profit Organizations," and the related "Compliance Supplement." Recipients that expend Federal awards of $500,000 or more in a fiscal year shall have an audit conducted for that year in accordance with the requirements contained in OMB Circular A -133. A copy of the audit shall be submitted to the Bureau of the Census, which has been designated by OMB as a central clearinghouse, by electronic submission to the Federal Audit Clearinghouse website, which may be accessed at: http: //harvester.census.gov /sac /. Please visit the website's "Frequently Asked Questions" for more information on submitting audit materials. If it is necessary for a Recipient to submit using paper, the address for submission is: Federal Audit Clearinghouse Bureau of the Census 1201 E. 10 Street Jeffersonville, IN 47132 b. Unless otherwise specified in the terms and conditions of the award, in accordance with 15 C.F.R. § 14.26(c) and (d), for - profit hospitals, commercial entities, and other organizations not required to follow the audit provisions of OMB Circular A - 133 shall have an audit performed when the Federal share amount awarded is $500,000 or more over the duration of the project period. Unless otherwise specified in the terms and conditions of the award, an audit is required at least once every two years using the following schedule for audit report submission: (i) For awards where the project period is less than two years, an audit is required within 90 business days of the end of the project period — the award close -out period is included in the 90 business days; (ii) For awards with a two- or three -year project period, an audit is required within 90 days after the end of the first year, which is the period of time when Federal funding is available for obligation by the recipient, and within 90 business days of the end of the project period — the award close -out is included in the 90 business days; or (iii) For awards with a four- to five -year project period, an audit is required within 90 business days after the end of the first year and third year, and within 90 30 Letter." The Recipient has 30 business days from the date of receipt of the Audit Resolution Determination Letter to submit a written appeal. There shall be no extension of this deadline. The appeal is the last opportunity for the Recipient to submit written comments and documentary evidence that dispute the validity of the Audit Resolution Determination Letter. (iv) An appeal of the Audit Resolution Determination Letter does not prevent the establishment of the audit - related debt nor does it prevent the accrual of interest on such debt. If the Audit Resolution Determination Letter is - overruled or modified on appeal, appropriate corrective action will be taken retroactively. An appeal will stay the offset of funds owed by the auditee against funds due to the auditee. (v) The DOC shall review the Recipient's appeal and notify the Recipient of the results in an Appeal Determination Letter. After the opportunity to appeal has expired or after the appeal determination has been rendered, DOC will not accept any further documentary evidence from the recipient. No other administrative appeals are available in DOC. G. Debts. 1. Payment of Debts Owed the Federal Government. Any debt determined to be owed to the Federal Government must be paid promptly by the Recipient. In accordance with 15 C.F.R. § 19.1, delinquent debt is a debt that has not been paid by the date specified in the agency's initial written demand for payment or applicable agreement or instrument (including a post - delinquency payment agreement) unless other satisfactory payment arrangements have been made. In accordance with 15 C.F.R. § 19.5 and 31 U.S.C. § 3717, failure to pay a debt by the due date, or if there is no due date, within 30 calendar days of the billing date, shall result in the assessment of interest, penalties and administrative costs in accordance with the provisions of 31 U.S.C. § 3717 and 31 C.F.R. § 901.9. DOC entities will transfer any DOC debt that is more than 180 calendar days delinquent to the Financial Management Service for debt collection services, a process known as "cross- servicing," pursuant 31 U.S.C. § 3711(g), 31 C.F.R. § 285.12 and 15 C.F.R. § 19.9, and may result in DOC taking further action as specified in the standard term and condition entitled "Noncompliance With Award Provisions." Funds for payment of a debt must not come from other Federally sponsored programs. Verification that other Federal funds have not been used will be made, e.g., during on -site visits and audits. 2. Late Payment Charges. a. Interest shall be charged on the delinquent debt in accordance with section 3717(a) of the Debt Collection Act (see 31 U.S.C. § 3701 et seq. for the entire Debt Collection Act), as amended. The minimum annual interest rate to be assessed is the Department of the Treasury's Current Value of Funds Rate (CVFR). The CVFR is available online at http:// www .fms.treas.gov /cvfr /index.html. The CVFR is published by the Department of the 32 part 29, "Government -wide Requirements for Drug -Free Workplace (Financial Assistance)" which require that the Recipient take steps to provide a drug -free workplace. J. Lobbying Restrictions. a. Statutory Provisions. The Recipient must comply with the provisions of 31 U.S.C. § 1352 and the Department's implementing regulations published at 15 C.F.R. part 28, "New Restrictions on Lobbying." These provisions prohibit the use of Federal funds for lobbying the executive or legislative branches of the United States government in connection with the Award and require the disclosure of the use of non - Federal funds for lobbying. b. Disclosure of Lobbying Activities. A Recipient receiving in excess of $100,000 in federal funding must submit a completed Form SF -LLL, "Disclosure of Lobbying Activities," regarding the use of non - Federal funds for lobbying. The Form SF -LLL must be submitted within 30 calendar days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed. The Recipient must submit Form SF -LLL from all applicable parties, including those received from subrecipients, contractors, and subcontractors, to the Project Officer. c. Special Provisions Relating to Indian Tribes. As set out in 31 U.S.C. § 1352, there are special provisions applicable to Indian Tribes, tribal organizations, or other Indian organizations eligible to receive Federal contracts, grants, loans, or cooperative agreements. In accordance with Departmental policy, EDA recognizes Tribal Employment Rights Ordinances ( "TEROs "), which may provide for preferences in contracting and employment, in connection with its financial assistance awards. Tribal ordinances requiring preference in contracting, hiring, firing, and the payment of a TERO fee generally are allowable provisions under federal awards granted to American Indian and Alaska Native tribal governments. The payment of the TERO fee, which supports the tribal employment rights office to administer the preferences, should generally be allowable as an expense that is "necessary and reasonable for proper and efficient performance and administration" of an Award, as provided under the applicable cost principles set out in 2 C.F.R. part 225. K. Codes of Conduct and Subaward, Contract, and Subcontract Provisions. 1. Code of Conduct for Recipients. Pursuant to the certification in Form SF -424B, paragraph 3, the Recipient must maintain written standards of conduct to establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflicts -of- interest or personal gain in the administration of this Award. 34 his or her partner, or an organization in which he /she serves as an officer or which employs or is about to employ any of the parties mentioned in this section, has a financial interest or other interest in the organization selected or to be selected for a subaward. The officers, employees, and agents of the Recipient shall neither solicit nor accept anything of monetary value from subrecipients. However, the Recipient 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 shall provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Recipient. c. A financial interest may include employment, stock ownership, a creditor or debtor relationship, or prospective employment with the organization selected or to be selected for a subaward. An appearance of impairment of objectivity could result from an organizational conflict where, because of other activities or relationships with other persons or entities, a person is unable or potentially unable to render impartial assistance or advice. It could also result from non - financial gain to the individual, such as benefit to reputation or prestige in a professional field. 4. Applicability of Provisions to Subawards, Contracts, and Subcontracts. a. The Recipient shall include the following notice in each request for applications or bids: Applicants /bidders for a lower tier covered transaction (except procurement contracts for goods and services under $25, 000 not requiring the consent of a DOC official) are subject to 2 C.F.R. part 1326, subpart C, "Govemmentwide Debarment and Suspension (Nonprocurement). " In addition, applicants /bidders for a lower tier covered transaction for a subaward, contract, or subcontract greater than $100,000 of Federal funds at any tier are subject to 15 C.F.R. part 28, `New Restrictions on Lobbying. " Applicants /bidders should familiarize themselves with these provisions, including the certification requirement. Therefore, applications for a lower tier covered transaction must include a Form CD -512, "Certification Regarding Lobbying —Lower Tier Covered Transactions, " completed without modification. b. The Recipient shall include a term or condition in all lower tier covered transactions (subawards, contracts, and subcontracts), that the Award is subject to subpart C of 2 C.F.R. part 1326, "Govemmentwide Debarment and Suspension ( Nonprocurement)." c. The Recipient shall include a statement in all lower tier covered transactions (subawards, contracts, and subcontracts) exceeding $100,000 in Federal funds, that the subaward, contract, or subcontract is subject to 31 U.S.0 § 1352, as implemented at 15 C.F.R. part 28, regarding new restrictions on lobbying. The Recipient shall further require the subrecipient, contractor, or subcontractor to submit a completed Form SF -LLL, "Disclosure of Lobbying Activities," regarding the use of non - Federal funds for lobbying. The Form SF -LLL shall be submitted within 15 days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any 36 disclosure form previously filed. The Form SF -LLL shall be submitted from tier to tier until received by the Recipient. The Recipient must submit all disclosure forms received, including those that report lobbying activity on its own behalf, to the Project Officer within 30 days following the end of the calendar quarter. 5. Small Businesses, Minority Business Enterprises and Women's Business Enterprises. DOC encourages Recipients to utilize small businesses, minority business enterprises, and women's business enterprises in contracts under financial assistance awards. The Minority Business Development Agency will assist Recipients in matching qualified minority owned enterprises with contract opportunities. For further information visit MBDA's website at http: / /www.mbda.gov. If you do not have access to the Internet, you may contact MBDA via telephone or mail: U.S. Department of Commerce Minority Business Development Agency 1401 Constitution Avenue, N.W. Washington, D.C. 20230 6. Subaward and /or Contract to a Federal Agency. a. The Recipient, subrecipient, contractor and /or subcontractor shall not subgrant or subcontract any part of the approved Project to any agency or employee of DOC or other Federal department, agency, or instrumentality without the prior written approval of the Grants Officer. b. Requests for approval of such action must be submitted to the Project Officer who shall review and make a recommendation to the Grants Officer. The Grants Officer must forward all requests to the Federal Assistance Law Division in the Office of the Department of Commerce Assistant General Counsel for Finance and Litigation for review prior to making the final determination. The Grants Officer will notify the Recipient in writing of the final determination. 7. EDA Contracting Provisions for Construction Projects. The Recipient shall use the "EDA Contracting Provisions for Construction Projects" as guidance in developing all construction contracts. The "EDA Contracting Provisions for Construction Projects" lists applicable EDA and other federal requirements for construction contracts. L. Property. 1. Standards. With respect to any property acquired or improved in whole or in part with EDA investment ass under this Award, the Recipient shall comply with the property management standards found in the uniform administrative requirements set forth in 15 C.F.R. §§ 14.30 — 14.37 and 15 37 b. Recording EDA's Interest in Property. (i) For all Projects involving the acquisition, construction, or improvement of a building, as determined by EDA, the Recipient shall execute and furnish to the Government, prior to initial Award disbursement, a lien, covenant, or other statement, satisfactory to EDA in form and substance, of EDA's interest in the property acquired or improved in whole or in part with the funds made available under this Award. EDA may require such statement after initial Award disbursement in the event that grant funds are being used to acquire such property. The statement must specify the estimated useful life of the Project and shall include but not be limited to the disposition, encumbrance, and the Federal Share compensation requirements. See 13 C.F.R. §§ 314.1 and 314.8(a). (ii) This lien, covenant, or other statement of the Government's interest must be perfected and placed of record in the real property records of the jurisdiction in which the property is located, all in accordance with applicable law. EDA shall require an opinion of counsel for the Recipient to substantiate that the document has been properly recorded. See 13 C.F.R. § 314.8(b). (iii) Facilities in which the EDA investment is only a small part of a larger project, as determined by EDA, may be exempted from the requirements listed in paragraphs L.3.b.(i) and (ii) above. See 13 C.F.R. § 314.8(c). c. The Recipient acknowledges that the Government retains an undivided equitable reversionary interest in the Property acquired or improved in whole or in part with grant funds made available through this Award throughout the estimated useful life (as determined by EDA) of the Project, except in applicable instances set forth in 13 C.F.R. § 314.7(c). See 13 C.F.R. § 314.2(a). d. The Recipient agrees that in the event that any interest in property acquired or improved in whole or in part with EDA investment assistance is disposed of, encumbered or alienated in any manner, or no longer used for the authorized purpose(s) of the Award during the Project's estimated useful life without EDA's written approval, the Government will be entitled to recover the Federal Share, as defined at 13 C.F.R. § 314.5. If, during the Project's estimated useful life, the property is no longer needed for the purpose(s) of the Award, as determined by EDA, EDA may permit its use for other acceptable purposes consistent with those authorized by PWEDA and 13 C.F.R. chapter III. See 13 C.F.R. § 314.3(b). e. For purposes of any lien or security interest, the amount of the Federal Share shall be the portion of the current fair market value of any property (after deducting any actual and reasonable selling and repair expenses incurred to put the property into marketable condition) attributable to EDA's participation in the Project. See 13 C.F.R. § 314.5. 39 c. That said lease arrangement is consistent with applicable EDA requirements concerning but not limited to nondiscrimination and environmental compliance. 6. Eminent Domain. The Recipient will use funds solely for the authorized use of the Project. Pursuant to Executive Order 13406, "Protecting the Property Rights of f the American People," the Recipient agrees: a. Not to use any power of eminent domain available to the Recipient (including the commencement of eminent domain proceedings) for use in connection with the Project for the purpose of advancing the economic interests of private parties; and b. Not to accept title to land, easements, or other interests in land acquired by the use of any power of eminent domain for use in connection with the Project for such purposes. The Recipient agrees that any use of the power of eminent domain to acquire land, easements, or interests in land, whether by the Recipient or any other entity that has the power of eminent domain, in connection with the Project without prior written consent of EDA is an unauthorized use of the Project. If the Recipient puts the Project to an unauthorized use, the Recipient shall compensate EDA for its fair share in accordance with 13 C.F.R. §§ 314.4 and 314.5, as same may be amended from time to time. 7. Disposal of Real Property. a. If EDA and the Recipient determine that property acquired or improved in whole or in part with EDA investment assistance is no longer needed for the original purpose(s) of this Award, the Recipient must obtain approval from the Government to use the property in other federal grant programs or in programs that have purposes consistent with those authorized by PWEDA and 13 C.F.R. chapter III. See 13 C.F.R. § 314.3(b). b. When property is not disposed of as provided in section L.7.a. above, the Government shall determine final disposition and must be compensated by the Recipient for the Federal Share of the value of the property, plus costs and interest, as provided in 13 C.F.R. § 314.4. M. Environmental Requirements. Environmental impacts must be considered by Federal decision - makers in their decisions whether or not to: (i) approve a proposal for federal assistance; (ii) approve the proposal with mitigation; or (iii) approve a different proposal /grant having less adverse environmental impacts. Federal environmental laws require that the funding agency initiate a planning process with early consideration of potential environmental impacts that Project(s) funded with federal assistance may 41 3 Environmental Quality Improveme Ac of 19 70, as a mended (42 U.S.C. §§ 4371 — 4375) Federally - supported public works fa cilities and activities that affect the environment shall be implemented in compliance with po licies e und existing law. 4. Clean A ir Act, Clean Water Act, an Exe cutiv e Order 11738 Recipients must comply with the pro vision s of t he Clean Air Act (42 U.S.C. § 7401 et seq.), Clean W ater Act (42 U.S.C. § 1251 et seq. and Executi Order 11738, and shall not use a f the ility ac on the Environmental Protection Ag ency's ( "EP ") List of Violating Facilities (this list is i ncorporate d i nto t E xc l u d e d P art i es List S ystem locate at https: / /www.sam.gov /portal /public /SAM/) in performing any Award that is nonexempt under 2 C.F.R. § 1532, and shall notify the Project Officer in writing if it intends to use a facility that is on EPA's List of Violating Facilities or knows that the facility has been recommended to be placed on the List. 5 The Safe Drinking Water Act of 1974, as amended (42 U.S.C. § 300f et seq.) This Act precludes Federal assistance for any project that the EPA determines may contaminate a so source aquifer so as to threaten public health. 6. Executive Order 11988, "Floodplain Management," (42 Fed. Reg. 26951, May 24, 1977) and Executive Order 11990, "Protection of Wetlands," (42 Fed. Reg. 26961, May 24, 1977) Recipients must identify proposed actions in Federally defined floodplains and wetlands to enable the agency to make a determination whether there is an alternative to minimize any potential harm. 7. The Flood Disaster Protection Act of 1973, as amended (42 U.S.C. § 4002 et seq.), and regulations and guidelines issued thereunder by the U.S. Federal Emergency Management Administration ( "FEMA ") or by EDA Flood insurance, when available, is required for Federally- assisted construction or acquisition in flood -prone areas. 8. The Coastal Zone Management Act of 1972, as amended (16 U.S.C. § 1451 et seq.) Funded projects must be consistent with a coastal State's approved management plan for the coastal zone. 43 15. Executive Order 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations" (59 Fed. Reg. 7629, February 11, 1994) This Order identifies and addresses adverse human health or environmental effects of Federal programs, policies, and activities on low- income and minority populations. 16. The Lead - Based Paint Poisoning Prevention Act, as amended, (42 U.S.C. § 4821 et seq.) Use of lead -based paint in residential structures constructed or rehabilitated by the Federal Government or with Federal assistance is prohibited. 17. The Farmland Protection Policy Act, as amended, (7 U.S.C. §§ 4201 4209) Projects are subject to review under this Act if they may irreversibly directly or indirectly convert farmland, including forest land, pastureland, cropland, or other land, to nonagricultural use. 18. The Noise Control Act of 1972, as amended, (42 U.S.C. § 4901 et seq.) Federally - supported facilities and activities shall comply with Federal, State, interstate, and local requirements respecting control and abatement of environmental noise to the same extent that any person is subject to such requirements. 19. The Native American Graves Protection and Repatriation Act, as amended, (25 U.S.C. § 3001 et seq.) This Act provides a process for returning certain Native American cultural items to lineal descendants, culturally affiliated Indian Tribes, and Native Hawaiian organizations. N. Compliance with Environmental Requirements. The Recipient agrees to notify the Grants Officer of any environmental requirement or restriction, regulatory or otherwise, with which it must comply. Before Project Closeout and final disbursement of Award funds, the Recipient further agrees to provide evidence satisfactory to the Grants Officer that any required environmental remediation has been completed: (1) in compliance with all applicable federal, State and local regulations; and (2) as set forth in the applicable Lease, Finding of Suitability to Lease ( "FOSL "), Lease in Furtherance of Conveyance, Quitclaim Deed, or other conveyance instrument and any amendments, supplements, or succeeding documents. Compliance with said laws or restrictions shall be included in any contract documents for Project construction. The Recipient must certify compliance before final disbursement of grant funds. 45 circumstances. There are multiple "Open Skies Agreements" currently in effect. For more information about the current bilateral and multilateral agreements, visit the GSA website http: / /www.gsa.gov /portal /content /103191. Information on the three Open Skies agreements (U.S. Government Procured Transportation) and other specific country agreements may be accessed via the Department of State's website http : / /www.state.gov /e /eeb /tra/. d. If a foreign air carrier is anticipated to be used, the Recipient must receive prior approval from the Grants Officer. When requesting such approval in accordance with the guidance provided by 41 C.F.R. § 301- 10.142, the Recipient must provide a "certification" the Grants Officer with the following: (i) his or her name; (ii) dates of travel; (iii) the origin and destination of travel; (iv) a detailed itinerary of travel; (v) the name of the air carrier and flight number for each leg of the trip; (vi) and a statement explaining why the Recipient meets one of the exceptions to the applicable regulations. If the use of a foreign air carrier is pursuant to a bilateral agreement, the Recipient must provide the Grants Officer with a copy of the agreement. The Grants Officer shall make the final determination and notify the Recipient in writing. Failure to adhere to the provisions of the Fly America Act will result in the Recipient not being reimbursed for any transportation costs for which the Recipient improperly used a foreign air carrier. 3. American - Made Equipment and Products. Recipients are hereby notified that they are encouraged, to the greatest extent practicable, to purchase American -made equipment and products with funding provided under this Award. 4. Intellectual Property Rights. a. Inventions. The intellectual property rights to any invention made by a Recipient under a DOC Award are determined by the Bayh -Dole Act, as amended (Pub. L. No. 96 -517), and codified in 35 U.S.C. § 200 et seq., except as otherwise required by law. The specific rights and responsibilities are described in more detail in 37 C.F.R. part 401, and in the particular, in the standard patent rights clause in 37 C.F.R. § 401.14, which is hereby incorporated by reference into this Award. (i) Ownership. (a) Recipient. The Recipient has the right to own any invention it makes (conceived or first reduced to practice) or that is made by its employees. A recipient that is a non - profit organization, which includes a university or other institution of higher learning, may not assign to a third party its rights to such an invention without the permission of DOC unless that assignment is to a patent management organization (i.e., a university's Research Fotion). Recipient'ns ribject Gove 's The nonexclus paid s ower -up licen se ghts and oth er su rights to the Federal 47 Recipient uses or has used patented technology under this Award without a license or permission from the owner, the Recipient must notify the Grants Officer. However, this notice does not necessarily mean that the Government authorizes and consents to any copyright or patent infringement occurring under the financial assistance. c. Data, Databases, and Software. The rights to any work produced or purchased under a DOC Award are determined by 15 C.F.R. § 24.34, for State and Local Governments, and 15 C.F.R. § 14.36, for Institutions of Higher Education, Hospitals, Other Non - Profit, and Commercial Organizations. Such works may include data, databases, or software. The Recipient owns any work produced or purchased under a DOC Award subject to the Department's right to obtain, reproduce, publish, or otherwise use the work or authorize others to receive, reproduce, publish, or otherwise use the data for Government purposes. d. Copyright. The Recipient may copyright any work produced under a DOC Award subject to the Department's royalty -free, non - exclusive, and irrevocable right to reproduce, publish or otherwise use the work or authorize others to do so for Federal Government purposes. Works jointly authored by the Department and Recipient employees may be copyrighted, but only the part authored by the Recipient is protected because, under 17 U.S.C. § 105, works produced by Government employees are not copyrightable in the United States. On occasion, DOC may require the recipient to transfer to DOC its copyright in a particular work for Government purposes or when DOC is undertaking the primary dissemination of the work. Ownership of copyright by the Government through assignment is permitted by 17 U.S.C. § 105. 5. Increasin Seat Belt Use in the United ed States. Pursuant to Executive Order 13043, Recipients should encourage employees and contractors to enforce on-the-job seat belt policies and programs when operating company- owned, rented, or personally -owned vehicles. 6. Research Involving Human Subjects. a. All proposed research involving human subjects must be conducted in accordance with 15 C.F.R. part 27, "Protection of Human Subjects." No research involving human subjects is permitted under this Award unless expressly authorized by special award condition or otherwise authorized in writing by the Grants Officer. b. Federal policy defines a human subject as a living individual about whom an investigator conducting research obtains (i) data through intervention or interaction with the individual, or (ii) identifiable private information. Research means a systematic investigation, including research development, testing and evaluation, designed to develop or contribute to generalizable knowledge. 49 9. Research Misconduct. The Department of Commerce adopts, and applies to financial assistance awards for research, the Federal Policy on Research Misconduct (Federal Policy) issued by the Executive Office of the President's Office of Science and Technology Policy on December 6, 2000 (65 Fed. Reg. 76260 (2000)). As provided for in the Federal Policy, research misconduct refers to the fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results. Research misconduct does not include honest errors or differences of opinion. Recipient organizations that conduct extramural research funded by the Department must foster an atmosphere conducive to the responsible conduct of sponsored research by safeguarding against and resolving allegations of research misconduct. Recipient organizations also have the primary responsibility to prevent, detect, and investigate allegations of research misconduct and, for this purpose, may rely on their internal policies and procedures, as appropriate, to do so. Federal award funds expended on an activity that is determined to be invalid or unreliable because of research misconduct may result in appropriate enforcement action under the award, up to and including award termination and possible suspension or debarment. The Department requires that any allegation that contains sufficient information to proceed with an inquiry be submitted to the Grants Officer, who will also notify the OIG of such allegation_ Once the recipient organization has investigated the allegation, it will submit its findings to the Grants Officer. The DOC may accept the recipient's findings or proceed with its own investigation. The Grants Officer shall inform the recipient of the Departments final determination. 10. Publications, Videos, and Acknowledgment of Sponsorship. a. Publication of results or findings in appropriate professional journals and production of video or other media is encouraged as an important method of recording and reporting results of federally funded projects, e.g. scientific research, and expanding access to federally funded projects. b. Recipients must submit a copy of any publication materials, including but not limited to print, recorded or Internet materials, to their EDA Project Officer. c. When releasing information related to a funded project, recipients must include a statement that the project or effort undertaken was or is sponsored by DOC. d. Recipients are responsible for assuring that every publication of material based on, developed under, or produced under a DOC financial assistance award, except scientific articles or papers appearing in scientific, technical or professional journals, contains the following disclaimer: This [report /video] was prepared by [recipient name] under award [number] from [name of operating unit], U.S. Department of Commerce. The statements, findings, 51 routine physical access to a Federally- controlled facility or routine access to a Federally - controlled information system. b. The subrecipient or contractor shall account for all forms of Government provided identification issued to the subrecipient or contractor employees in connection with performance under this subaward or contract. The subrecipient or contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by DOC: (1) When no longer needed for subaward or contract performance; (2) Upon completion of the subrecipient or contractor employee's employment; (3) Upon subaward or contract completion or termination. 13. Compliance with Department of Commerce Bureau of Industry and Security Export Administration Regulations. a. This clause applies to the extent that this Award involves access to export- controlled items. b. In performing this Award, the Recipient may gain access to export - controlled information or technology. The Recipient is responsible for compliance with all applicable laws and regulations regarding export - controlled information and technology, including deemed exports. The Recipient shall establish and maintain throughout performance of this Award effective export compliance procedures at non -DOC facilities. At a minimum, these export compliance procedures must include adequate controls of physical, verbal, visual, and electronic access to export- controlled information and technology. c. Definitions. (1) Export - controlled items. Items (commodities, software, or technology), that are subject to the Export Administration Regulations (EAR) (15 C.F.R. §§ 730 -774), implemented by the DOC's Bureau of Industry and Security. These are generally known as "dual -use" items, items with a military and commercial application. (ii) Deemed Export /Reexport. The EAR defines a deemed export as a release of export- controlled items (specifically, technology or source code) to a foreign national in the U.S. Such release is "deemed" to be an export to the home country of the foreign national. 15 C.F.R. § 734.2(b)(2)(ii). A release may take the form of visual inspection, oral exchange of information, or the application abroad of knowledge or technical experience acquired in the U.S. If such a release occurs abroad, it is considered a deemed reexport to the foreign national's home country. Licenses from DOC may be required for deemed exports or reexports. d. The Recipient shall control access to all export- controlled information and technology that it possesses or that comes into its possession in performance of this Award, to ensure that access is restricted, or licensed, as required by applicable Federal laws, Executive Orders, or regulations, including the EAR. 53 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 C.F.R. part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by DOC at 2 C.F.R. part 1326, "Nonprocurement Debarment and Suspension." b. Provision applicable to a recipient other than a private entity. EDA as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity — (i) Is determined to have violated an applicable prohibition in Section 14 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 an applicable 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 the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 C.F.R. part 180, "OMB Guidelines to Agencies on Govemmentwide Debarment and Suspension (Nonprocurement)," as implemented by DOC at 2 C.F.R. part 1326, "Nonprocurement Debarment and Suspension." c. Provisions applicable to any Recipient. (i) You must inform EDA immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term. (ii) EDA's right to terminate unilaterally that is described in paragraph a.2 or b of this section: a) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and b) Is in addition to all other remedies for noncompliance that are available to us under this award. (iii)You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity. d. Definitions. For purposes of this award term: (i) Employee means either: 55 is required to file a FFATA subaward report by the end of the month following the month in which the prime recipient awards any sub -grant greater than or equal to $25,000. See Pub. L. No. 109 -282, as amended by section 6202(a) of Pub. L. No. 110 -252 (see 31 U.S.C. 6101 note). The reporting requirements are located in Appendix A of 2 C.F.R. Part 170 and are available on GPO's FDsys website: http: / /www.gpo.gov /fdsys /pkg/CFR- 2011- title2- vol 1 /pdf /CFR- 2011- title2 -vol 1 -part 170- appA.pdf c. Central Contractor Registration and Universal Identifier requirements. (i) Requirement for Central Contractor Registration (CCR). Unless you are exempted from this requirement under 2 C.F.R. 25.110, you as the Recipient must maintain the currency of your information in the CCR 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. (ii) Requirement for Data Universal Numbering System (DUNS) Numbers. If you are authorized to make subawards under this award, you: a) 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. b) May not make a subaward to an entity unless the entity has provided its DUNS number to you. (iii) Definitions for purposes of this award term: a) Central Contractor Registration (CCR) 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 System for Award Management Internet site (currently at https: / /www.sam.gov /portal /public /SAM/). b) 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 http: / /fedgov.dnb.com/webform). c) Entity, as it is used in this award term, means all of the following, as defined at 2 C.F.R. part 25, subpart C: (1) A Governmental organization, which is a State, local governent, or Indian Tribe; (2) A forei m public entity 57 recipients that have been designated high risk, recipients of construction awards, or are otherwise limited to reimbursements or subject to agency review, will be able draw funds down from the relevant Automatic Standard Application for Payment (ASAP) account only if agency approval is given and coded into ASAP prior to any government shutdown or closure. This limitation may not be lifted during a government shutdown. Recipients should plan to work with the Grants Officer to request prior approvals in advance of a shutdown wherever possible. Recipients whose authority to draw down award funds is restricted may decide to suspend work until the government reopens. c. The ASAP system should remain operational during a government shutdown. Recipients that do not require any grant office or agency approval to draw down advance funds from their ASAP accounts should be able to do so during a shutdown. The 30 -day limitation on the drawdown of advance funds will still apply notwithstanding a government shutdown and advanced funds held for more than 30 days will have to be returned with interest. 59 r To access the OMB Circulars, visit OMB 's Internet website at www.w / om b / c i rcu l ars / in d ex. ht m l . To access the Davis Bacon wage rate determinations, visit the Department of Labor's Internet website at www.wdol.gov/. EDA FORMS: 1. 2. 3. 4. 5. Form CD 281 "Report of Government Property in Possession of Contractor" Form CD - 451, "Amendment to Financial Assistance Award' Form CD - 346, "Identification - Applicant for Funding Assistance" Form SF - 425, "Federal Financial Report" Form SF - 271, "Outlay Report and Request for Reimbursement for Construction Programs" 6. Form SF - 272, "Federal Cash Transaction Report" 7. Form SF - LLL, "Disclosure of Lobbying Activities" To access Department of Commerce forms ("CD"), visit the Department's Internet website at http: / /ocio.os.doc.gov /ITPolicyandPrograms /Electronic Forms /index.htm. To access the Standard Forms ("SF"), visit the General Services Administration's Internet website at www. • sa. • ov /Portal /_ sa /e / ormsl ibrary. do ?form Tvpe =SF. 61