HomeMy WebLinkAbout2024-180 AGRMT Forth ELECTRIC VEHICLE CHARGING STATION AND CARSHARE HOST SITE
AGREEMENT AS PART OF "Go Forth Carshare"
This Electric Vehicle Carshare Host Site Agreement (this "Agreement"), effective as of
September 1, 2024 (the "Effective Date"), is entered into by and between Forth, an Oregon
nonprofit corporation whose address is 411 NW Park Avenue, Suite 201, Portland, Oregon
97209 ("Forth"), and City of Ashland ("Site Owner"), owning the property located at 130 N.
Pioneer St. Ashland, OR (the "Host Site"). Forth and Site Owner are each a "Party" to this
Agreement and together are the "Parties."
Background
Site Owner desires to host 1 electric carshare vehicle as part of GoForth Carshare (the
"Project"), primarily sponsored by Eugene Water& Electric Board.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties agree as follows:
1. Electric Vehicle Charging Equipment
1.1. Charging Equipment. Host Site will be equipped with 1 charging station (a
"Station") comprised of at least 1 charging port).
1.2. Charging Service. Site Owner hereby grants Forth an exclusive license to
charge the registered carshare vehicle without time limit or parking meter for the
project Term. Site Owner shall not have the right to permanently relocate the
Station during the term. Forth agrees to occupy the Host Site only to the extent
reasonably necessary to exercise the license and other rights granted in this
Agreement.
1.3. Access to Host Site and Station. During the Term, Site Owner shall provide
Forth and its employees, agents, and contractors with access to the Host Site
and Stations for installation, maintenance, data collection, and other uses
consistent with this Agreement. Forth will attempt to give Site Owner at least 48
hours' prior notice before entering the Host Site; however, factors outside Forth's
control may not always permit such prior notice.
Site Owner shall also provide 24/7 access to the Host Site and Stations to
approved carshare members to pick up and return the vehicle they have booked.
1.4. Maintenance. Site Owner shall be responsible for maintaining the Stations in
good working order. Repair and maintenance shall be at Site Owner's cost and
expense.
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1.5. No Right to Remove, Move or Sell the Station. The Stations may not be sold,
retired, disposed of, removed or moved from their place of installation during the
Term, without the prior written consent of Forth.
1.6. Cost of Electricity. Site Owner shall be responsible to pay for the cost of
electricity associated with the Stations when due.
2. Electric Carshare Vehicle
2.1. Vehicle Deployment. Forth will place 1 vehicle at the Host Site under the Project
in the location agreed upon in this Agreement. It is currently estimated that the
vehicle(s) will be made available to program participants by 9/1/2024 and
available until at least 8/31/2026. Forth shall not be liable for any delay in the
estimated launch date.
2.2. No Cost for Service. Host Site hereby grants Forth an exclusive license to park
the registered carshare vehicle(s) without time limit, meter payment or energy
payment for the project Term. Site Owner shall not have the right to permanently
relocate the carshare vehicle(s) from the parking areas for which the license has
been granted without Forth's prior written consent, which consent will not
unreasonably be withheld. Forth agrees to occupy Site Owner's property only to
the extent reasonably necessary to exercise the license and other rights granted
in this Agreement.
2.3. Vehicle Availability. Once launched, Forth or its designated carshare
subcontractor (the "Operator") shall be responsible for approving carshare
members. The carshare vehicle(s) will be made available to the approved
carshare members. Carshare members must pass a Motor Vehicle Records
check administered by the Operator, meeting the Operator's insurance policy,
and complete phone orientation with respect to the obligations of each carshare
member. Individuals who may become carshare members include any site
resident, staff, or member of the general public.
2.4. Carshare Staffing.
2.4.1. Forth will be available by phone to the Site Owner to resolve inquiries
9am-5pm Monday through Friday, Pacific Time ("Business Hours") for the
duration of the Agreement.
2.4.2. Operator will be available by phone to carshare members 9am-5pm
Monday through Friday, local Host Site time, for the duration of the
Agreement.
2.4.3. Outside of local hours, there will be a call center available to carshare
members for emergency response and inquiries.
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2.5. Vehicle Registration and Insurance. Forth shall ensure proper registration and
insurance coverage of licensed carshare vehicles and shall produce proof of
registration and insurance stating coverage of at least $1,000,000 per
occurrence, $2,000,000 aggregate at the Site Owner's request.
2.6. Maintenance for Vehicles. Forth shall properly maintain and repair licensed
carshare vehicles at regular intervals at no cost to the Site Owner. This includes
regular interior and exterior cleanings which may be completed onsite. Forth
reserves the right to take the carshare vehicle offline for these services or other
factors (such as cleanliness) that prohibit or adversely affect safe and
comfortable use. Forth shall use commercially reasonable efforts to ensure
vehicles taken offline for service issues will be placed back into service within 90
days.
2.7. Remove Unauthorized Vehicles from Host Site. Site Owner must promptly
remove (e.g. tow) unauthorized vehicles in the parking space reserved for the
Carshare Vehicle.
2.8. Repair and Towing. Should an accident occur, Forth will have all responsibility,
including costs, for towing and repair of the Carshare Vehicle. Should an
accident remove the vehicle from service, Forth shall replace the vehicle within
90 days, unless another solution has been agreed upon in writing by both parties.
2.9. Parking Violations. Forth shall pay parking violations issued to Carshare
Vehicles in full upon notification of the violation unless the violation is being
appealed. It is up to the Forth to receive reimbursement from the applicable
carshare member.
2.10. Vehicle Branding. Forth holds exclusive right to brand the vehicle with
decals/logos. Requests may be made by Site Owner for local branding, which
Forth will consider in good faith.
2.11. Carshare Revenue. Any earned revenue from carsharing users will be received
by Forth.
2.12. Data Sharing. Forth shall provide quarterly reports of the following data: the
number active users, the hours used, total miles driven, trips taken, hours/day of
average utilization, average trip time and average trip distance. Forth shall also
either provide users home addresses to correlate to federal Justice40 zones or
whether each user's address falls within federal Justice 40 zones (via Yes/No
documentation.)
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3. Site Owner Deliverables
Site Owner shall be responsible for the following:
3.1. EVSE Installation. If applicable, coordinate with Forth, charging station
company, electric utility, and any other subcontractors as needed to ensure
proper installation and activation of EV charging stations.
3.2. Miscellaneous Tasks for Carshare Operation. Complete tasks as reasonably
requested by Forth, such as plugging in the vehicle or picking up trash in or
around the vehicle. All such tasks will generally be less than thirty (30) minutes of
time, are only expected to be completed during regularly scheduled staffing
hours, and will be limited to no more than two requests per week. The person
responsible for completing the task on behalf of Site Owner does not need to be
onsite, but must be able to get to the Host Site during business hours upon
reasonable request from Forth.
3.3. Staff Training. Require onsite staff, such as the property manager, to participate
in a virtual or in-person training to understand the basics of the program.
3.4. Promotion. Provide basic awareness of the carshare vehicle and program to
residents. Examples include word-of-mouth, physical and digital fliers, and
emails.
3.5. Payment. Site owner will pay Forth $50,000 for carshare services according to
the State of Oregon "Energy Efficiency and Conservation Block Grant Program."
50% ($25,000) is due at time of contract execution; 50% ($25,000) is due on
August 31, 2025.
4. General
4.1. Term. The term of this Agreement begins on the Effective Date and ends on
August 31, 2026. (the "Term"). Any changes in the Term will be agreed upon in
writing by Forth and Site Owner.
4.2. Parties.
4.2.1. "Forth" may cause any employee of Forth or any third party contracted by
Forth to fulfill any of the responsibilities, liabilities, or deliverables
specified in this Agreement or necessary to complete the Project.
4.2.2. "Site Owner" may cause any staff of the Site Owner, or any third party
contracted by Site Owner to deliver services (such as a Property
Manager) on behalf of the Site Owner.
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4.3. Publicity. Site Owner shall provide Forth unlimited rights to take, use and
publish photographs of the Stations and Host Site, which may be included on
printed materials or posted on websites in connection with the Project. Forth and
other Project partner logos and branding may not be used or modified without
Forth's prior approval.
4.4. General Liability Insurance. Site Owner shall, at its sole cost and expense,
throughout the Term maintain commercial general liability insurance (including
contractual liability coverage) with a minimum limit of$1,000,000 per occurrence
and $2,000,000 annual aggregate for property damage, personal injury, and
bodily injury (including wrongful death) occurring on or about the Host Site and
the Stations and insuring against any and all liability arising out of Site Owner's
ownership of the Host Site, insuring on an occurrence basis.
4.5. Indemnification. Site Owner and Forth agree to indemnify and hold each other,
and the officers, directors, trustees, employees, agents and affiliates of each
other harmless from and against any and all claims, actions, proceedings, costs,
liabilities, losses and expenses (including, but not limited to, attorneys' fees)
suffered or incurred by the indemnified parties and/or third parties resulting from
or arising out of the indemnifying party's negligent or intentional acts which result
in damage to property or injury to person.
4.6. Failure to Comply with Terms of the Program. In the event that Site Owner
fails to comply with any term in this Agreement, Forth shall provide a written
notice requesting that the Site Owner address the issue to comply with the
Agreement terms. If Site Owner is not in compliance with the Agreement terms
within thirty (30) days after delivery of such notice from Forth, Forth reserves the
right to repossess the Stations, vehicles, and any other equipment or property
provided and to terminate this Agreement.
4.7. Termination for other reasons. Either Party reserves the right to terminate this
Agreement upon thirty (30) days' prior written notice for any other matter
outside of the Parties' control or which materially adversely affects the ability of
that Party to perform this Agreement.
4.8. No Amendment or Modification. No modification, amendment or waiver of this
Agreement shall be effective unless in writing and either signed or electronically
accepted by Forth and the Site Owner.
4.9. Waiver. Either Party's failure at any time to require the other Party's
performance of any obligation under this Agreement will in no way affect the full
right to require such performance at any time thereafter. Either Party's waiver of
a breach of any provision of this Agreement will not constitute a waiver of the
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provision itself. Either Party's failure to exercise any of its rights provided in this
Agreement will not constitute a waiver of such rights.
4.10. Applicable law. This Agreement will be construed, and performance will be
determined, according to the laws of the State of Oregon without reference to
such state's principles of conflicts of law. Installation of the Station, and its
operation, and operation of the carshare vehicle will be conducted in compliance
with all local, State of Oregon and federal laws and regulations.
4.11. Assignment. Site Owner may not assign any of its rights or obligations under
this Agreement, whether by operation of law or otherwise, without the prior
written consent of Forth. If Site Owner transfers the Host Site to a third party,
Forth shall have the option to remove the Stations from the Host Site and
terminate this Agreement.
4.12. Priority. To the extent of any conflict or inconsistency between the terms and
conditions of this Agreement and any other Project document, this Agreement
shall prevail.
4.13. No Property Interest. This Agreement has granted Forth a license to use the
Host Site as described herein, and in no way grants Forth any property interest
in the Host Site or any other property owned by Site Owner. Nothing in this
Agreement, including the payment of money or lapse of time, is intended to
convey any property interest at the Host Site to Forth.
4.14. Notices. Notices regarding the terms and conditions under this Agreement shall
be in writing and shall be considered effective (i) upon personal delivery to the
individuals noted below, (ii) one business day after deposit with an overnight
courier to the address listed below, (ii) three business days after deposit with the
United States Mail, certified, return-receipt requested, or (iii) upon delivery by
email with confirmation of receipt:
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Forth, an Oregon nonprofit corporation City of Ashland
7-O-I VIPAcP3arkJuatt.(Nov 1..9,2024 09a)8 P31)
(signature)
(signature)
Name: Tom McBartlett
Name: Ed de La Fuente
Title: Director of Electric Utility
Title: Senior Program Manager
Date: 11/19/2024
Date: 11/19/2024
Address: 90 N. Mountain St, Ashland, OR
Address: 411 NW Park Avenue, Suite 97520
201, Portland, OR 97209
Email: thomas.mcbartlett(a-_)ashland.or.us
Email: edd@forthmobility.org
Phone: 541.552.2314
Phone: 503-358-1619
Approved as to form
Carmel Zahran,
Assistant City Attorney
9.18.24
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Final Audit Report 2024-11-19
Created: 2024-11-19
By: Cho Heide(ChoH@forthmobility.org)
Status: Signed
Transaction ID: CBJCHBCAABAApv1JX9pyodKPdv6Ml3WMW_dVNg7FZH1P
"City of Ashland Host Site Agreement_For Signature" History
Document created by Cho Heide (ChoH@forthmobility.org)
2024-11-19-4:55:52 PM GMT
Document emailed to Tom McBartlett(thomas.mcbartlett@ash land.or.us) for signature
2024-11-19-4:55:57 PM GMT
Email viewed by Tom McBartlett(thomas.mcbartlett@ashland.or.us)
2024-11-19-5:00:27 PM GMT
Document e-signed by Tom McBartlett(thomas.mcbartlett@ashland.or.us)
Signature Date:2024-11-19-5:08:07 PM GMT-Time Source:server
Document emailed to Ed de la Fuente (edd@forthmobility.org) for signature
2024-11-19-5:08:08 PM GMT
Email viewed by Ed de la Fuente (edd@forthmobility.org)
2024-11-19-5:09:50 PM GMT
Document e-signed by Ed de la Fuente (edd@forthmobility.org)
Signature Date:2024-11-19-6:43:13 PM GMT-Time Source:server
Agreement completed.
2024-11-19-6:43:13 PM GMT
Adobe Acrobat Sign
Agreement#24-040
STATE OF OREGON DEPARTMENT OF ENERGY
GRANT AGREEMENT
(Energy Efficiency and Conservation Block Grant Program)
This Agreement is between the State of Oregon, acting by and through its Department of Energy, hereinafter
referred to as "Agency," and City of Ashland Oregon, hereinafter referred to as "Recipient." Agency and
Recipient may be referred to individually as a "Party" or collectively as the "Parties."
I. PURPOSE AND AUTHORITY
A. Agency is the recipient of a grant from the U.S. Department of Energy:
Federal Funding Agency(abbreviation): DOE
CFDA: 81.128
Federal Grant Number: DE-SE0000377
Federal Grant Name: Energy Efficiency and Conservation
Block Grant Program
Date of Award: December 01, 2023
Total amount of Federal Grant Award: $1,941,990
B. Agency enters this grant agreement under this award to reimburse Recipient for expenses not to
exceed$50,000 to support an electric vehicle rideshare program,where Agency is carrying out the
purpose of the federal award pursuant to its authority contained in ORS 469.030(2).
II. TERM OF AGREEMENT
This agreement takes effect on the date of the last signature below ("Effective Date") and unless terminated
or extended,this grant agreement expires on May 30, 2026("Expiration Date").The period from the Effective
Date to May 30,2026 is referred to as the"Performance Period."Agency will make no payment for any services
performed or expenses incurred outside of the Performance Period.
III. AGREEMENT DOCUMENTS
This agreement consists of the following documents, which are listed in descending order of precedence: this
Agreement less all exhibits, Exhibit A (Project Description and Budget), Exhibit B (Federal Compliance Terms),
Exhibit C (Department of Energy Special Terms and Conditions DE-SE0000377), Exhibit D (insurance), and
Exhibit E (Administrative Summary) attached hereto and by this referenced made a part hereof.
IV. RECIPIENT'S OBLIGATIONS
A. Implement Project. The Recipient will:
1. implement the Project,as described in Exhibit A,and comply with all applicable conditions,
including those stated in Exhibits B and C.
2. request a formal amendment to the project if needed. Certain changes to the Project may
only be made via formal amendment to this Agreement, as identified in section IV. G. Any
prior approvals are to be sought from Agency and not from the Federal Funding Agency.
3. assume sole liability for Recipient's breach of the conditions of the grant, and shall, upon
Recipient's breach of grant conditions that causes or requires the State of Oregon to return
funds to the U.S. Department of Energy, hold harmless and indemnify the State of Oregon
for an amount equal to the funds which the State of Oregon is required to pay to the U.S.
Department of Energy.
City of Ashland Grant Agreement#24-040 Page 1 of S9
Agreement#24-040
B. Performance and Financial Reporting
1. Weekly:
a. Davis-Bacon Certified Payroll — All laborers and mechanics employed by the
Recipient, contractors or subcontractors in the performance of construction,
alteration, or repair work in excess of $2000 on an award funded directly by or
assisted in whole or in part by funds made available under this award shall be paid
wages at rates not less than those prevailing on similar projects in the locality, as
determined by the Secretary of Labor in accordance with subchapter IV of chapter
31 of title 40, United States Code commonly referred to as the "Davis-Bacon Act"
(DBA). If project requires it, Recipient is responsible for maintaining an accurate
record of hours worked and wages paid,including fringe benefit contributions,and
submit certified payrolls on a weekly basis to the Agency through the DOE-
provided DBA software application. Submission is required within 7 days of each
pay period as part of its compliance with the Davis-Bacon Act, unless a waiver is
granted to a particular contractor or subcontractor because it is unable or limited
in its ability to use of access.The recipient should indicate if they will seek a waiver.
2. Quarterly:
a. NEPA Reporting - All activities involving ground disturbance require quarterly
NEPA log submittals. Template NEPA logs can be found at
www.energy.gov/node/4816816. Log must be submitted to the Agency no later
than the 15th of the month following the quarterly reporting period (January 1-
March 31, April 1-June 30, July 1-September 30, and October 1-December 31),
including final reporting period/award closeout.
b. Performance Reporting—Recipient is required to submit a Performance Report for
the project. This report summarizes the entirety of work performed by the
Recipient and contractors. The Performance Report includes activity status,
milestones, financial metrics, process metrics, and qualitative descriptions. The
Recipient will use these to track goals and overall progress. Financial metrics will
consist of the outlays for each period. Qualitative descriptions will be for
Recipients to add notes for the Agency or add any supplemental information not
conveyed through the process metrics. Performance Report must be submitted to
the Agency no later than the 15th of the month following the quarterly reporting
period (January 1-March 31, April 1-June 30,July 1-September 30, and October 1-
December 31).
3. Annual:
a. Good Jobs Report - The report focuses on good jobs provided to employees
through program funds. Recipient must submit report annually, no later than the
15th of the month following the end of the federal fiscal year (October 1-
September 30), including final reporting period/award closeout.
b. Historic Preservation Report - Activities utilizing the Historic Preservation
Programmatic Agreements must submit an annual Historic Preservation report.
Recipient must submit report annually, no later than September 1 of each year.
c. Annual Independent Audit - As required by 2 CFR 200 Subpart F, non-federal
entities that expend $750,000 or more during the non-federal entity's fiscal year
in federal awards must have a single or program-specific audit conducted. The
Recipient must comply with the annual independent audit requirements in 2 CFR
City of Ashland Grant Agreement#24-040 Page 2 of 59
Agreement#24-040
200.500 through .521 for institutions of higher education, nonprofit organizations,
and state and local governments (Single audit), and 2 CFR 910.500 through .521
for for-profit entities (Compliance audit).
The annual independent audits must be paid for by the Recipient. To minimize
expense,the Recipient may have a Compliance audit in conjunction with its annual
audit of financial statements.The financial statement audit is not a substitute for
the Compliance audit. If the audit(Single audit or Compliance audit,depending on
Recipient entity type) has not been performed or completed prior to the closeout
of the award, DOE may impose one or more of the actions outlined in 2 CFR
200.339, Remedies for Noncompliance.
Recipient must submit audit annually,within the earlier of 30 days after receipt of
the auditor's report(s) or 9 months after the end of the audit period (recipient's
fiscal year-end).
4. Award Closeout:
a. Tangible Personal Property Report—Recipient must submit a final inventory of and
request disposition instructions for any federally-owned property and/or property
or equipment acquired with project funds with an acquisition cost above $5,000.
This final inventory must be submitted to the Agency within 30 days after
expiration or termination of the award.
If disposition occurs at any time other than award closeout, the Recipient shall
notify the Agency.
Only the DOE Contracting Officer has authority to approve disposition requests
and issue disposition instructions to the Agency.
5. Special Reporting:
a. DOE Conflict of Interest Form — Every Investigator must submit a disclosure of
significant financial interest prior to participating in a project, and then annually,
or within 30 days of discovering or acquiring a new significant financial interest,or
new hire who will be supporting the federal award, per DOE's Interim Conflict of
Interest Policy. Within 180 days of the date of the Award, Recipient must be in full
compliance with the other requirements set forth in DOE's interim Conflict of
Interest Policy.
b. Buy American Certification of Compliance — Per the DOE Buy America Financial
Assistance Letter, Recipient must provide certifications (or equivalent
documentation)to Agencyfor proof of compliance that the articles, materials,and
supplies that are consumed in, incorporated into, affixed to, or otherwise used in
the infrastructure project, not covered by a waiver or exemption, are produced in
the United States. The certification must be provided by the suppliers or
manufacturers of iron, steel, manufactured products and construction materials.
Recipient must submit to the Agency as needed/acquired.
c. Federal Funding Accountability and Transparency Act (FFATA) — Recipient must
provide the Agency with a report of the total compensation for each of the five
most highly compensated executives for the preceding completed fiscal year if:
i. the total Federal funding authorized to date under this award is $30,000
or more;
City of Ashland Grant Agreement#24-040 Page 3 of 59
Agreement#24-040
ii. in the preceding fiscal year, Recipient received;
• 80 percent or more of your annual gross revenues from Federal
procurement contracts(and subcontracts)and Federal financial
assistance subject to the Transparency Act, as defined at 2 CFR
170.320(and subawards); and
• $25,000,000 or more in annual gross revenues from Federal
procurement contracts(and subcontracts)and Federal financial
assistance subject to the Transparency Act, as defined at 2 CFR
170.320(and subawards); and
iii. The public does not have access to information about the compensation
of the executives through periodic reports filed under section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or
section 6104 of the Internal Revenue Code of 1986. (To determine if the
public has access to the compensation information, see the U.S.
Security and Exchange Commission total compensation filings at
http://www.sec.gov/answers/execomp.htm.)
Recipient must provide the Agency with this information by the 15th of the
month following the month in which this award is made.
d. Uniform Commercial Code (UCC) Financing Statements - If a for-profit Recipient
desires to purchase a piece of equipment for their project, and the per-unit dollar
value of said equipment is $5,000 or more, and the federal share of the financial
assistance agreement is more than $1M, the Recipient must submit a UCC
financing statement. This statement is due to the Agency within 5 days of the
event.
A UCC financing statement provides public notice that the federal government has
an undivided reversionary interest in the equipment, and as such the equipment
cannot be sold or used as collateral for a loan (encumbered).
The for-profit recipient or subrecipient must file the UCC financing statement(s)
with the Secretary of State where the equipment will be physically located and
must pay any associated costs for such filings.
The initial UCC financing statement may also be referred to as a UCC1. For
additional pieces of equipment not specified in the award budget,TBD equipment,
or equipment needed in future budget periods, the recipient can file an
amendment to the original UCC1 financing statement, by submitting the UCC3
financing statement amendment.
Each UCC financing statement or amendment is to be filed with the appropriate
Secretary of State office, where the equipment will be physically located.
Note: All costs associated with filing UCC financing statements, UCC financing
statement amendments,and UCC financing statement terminations,are allowable
and allocable costs which can be charged to the federal award.
At a minimum,the recipient must have stated in their UCC financing statement in
block 4. (collateral)the following:
• "Title to all equipment (not real property) purchased with federal funds
under this financial assistance agreement is conditional pursuant to the
terms of 2 CFR 910.360, and the federal government retains an undivided
City of Ashland Grant Agreement#24-040 Page 4 of 59
Agreement#24-040
reversionary interest in the equipment at the federal cost-share
proportion specified in the award terms and conditions."
• Federal Award Identification Number (e.g., DE-SE0000377)
6. Any other reporting requirements subsequently determined by DOE.
C. Grant Reimbursement Requests
1. Basis of Payment. This is a reimbursable grant program. Recipient must submit the final
request for reimbursement to Agency within thirty (30) calendar days of termination of
this Agreement and is due no later than May 30, 2026.
2. Request for Reimbursement.
a. Recipient may request disbursement of the grant funds for up to a six-month
period, but no more than once per month.
b. To request reimbursement, Recipient must submit a signed request for
reimbursement showing current and cumulative costs by budget category (i.e.
Salaries, Fringe Benefits (OPE), Travel, non-expendable equipment (greater than
$5,000 per item), Supplies (less than $5,000 per item), Contract Services,
Construction, Indirect Costs, (if contained in the budget depicted in Exhibit A), and
the total of current and cumulative match.
c. This request for reimbursement must include the following (or a substantially
similar) certification: "By signing this request for reimbursement, I certify to the
best of my knowledge and belief that the information is correct, that all
expenditures were made in accordance with the award conditions, and that the
amount due, indicated for the current period, has not been previously requested."
D. Unauthorized use of grant funds. Recipient will only be reimbursed for allowable costs necessary
for implementing the project, including allowable costs in the form of payments to subrecipients
and subcontractors, under the terms of this Agreement including all its Exhibits.
E. Dual Payment. The Recipient may not be compensated for or receive any other form of dual
payment for the costs reimbursed by Agency for the Project described in Exhibit A from any agency
of the State of Oregon,the United States of America, or any other party.
F. Obtain Written Amendment prior to making changes. No waiver, consent, modification or
change of terms of this agreement shall bind either party unless in writing and signed by both
Agency and Recipient. Such waiver, consent, modification or change, if made, shall be effective
only in the specific instance and for the specific purpose given.
1. When Amendment Needed. Recipient must request an amendment to this agreement
prior to any of the following changes:
a. If the federal award received by Agency is more than$100,000,when the recipient
determines that the budgeted amount within any budget category is going to
change by an amount that exceeds 10%of the total grant funds.
b. If recipient revises the scope or objectives of the Project (as identified in Exhibit
A);
c. If Recipient needs additional time to complete the project beyond the Term of
Agreement or Period of Performance identified in Section II of this Agreement;
City of Ashland Grant Agreement#24-040 Page 5 of 59
Agreement#24-040
d. If Recipient changes key persons in cases where specific persons are identified in
Exhibit A of this Agreement;
e. If the Recipient intends to purchase equipment with a per unit value of$5,000 or
more, and the costs have not been identified in Exhibit A;
f. If the Recipient wants to subgrant or contract out services to a third party to
perform activities which are central to the purpose of the work to be performed
under this Agreement, where not already identified in Exhibit A.
2. Amendment Process.
a. Any and all requests to Agency for Amendment(s)to this agreement must:
i. be in writing addressed to Agency's Contract Administrator;
ii. be made to Agency as early as possible because these types of changes
may require prior approval of U.S. Department of Energy before the
change can be implemented;
iii. be made to Agency at least 60 days prior to the expiration of the
agreement; and
iv. state the reasons for the need to amend the agreement.
b. Upon receipt of any request for amendment to this Agreement,Agency will review
the request and
i. If in agreement with the request,and if necessary,seek approval from U.S.
Department of Energy promptly,and inform Recipient of U.S. Department
of Energy's decision, including the date of U.S. Department of Energy
approval, as soon as possible.
ii. If an amendment is approved, prepare a written amendment for signature
by Agency and Recipient.
iii. If an amendment is denied, submit a written notice to Recipient that the
Amendment request is denied.
G. Maintain Records. Recipient shall create and maintain fiscal records in accordance with generally
accepted accounting principles and in sufficient detail to permit Agency, the Oregon Secretary of
State's Office, the federal awarding agency and their authorized representatives to verify how
grant funds were used.
1. Expenditures. All grant revenues and expenditures shall be documented in such a way as
to readily identify and distinguish revenue and expenditures specific to this agreement
from other federal and non-federal funding sources.
2. Funds Received. Recipient shall assume liability for all funds received pursuant to this
agreement and shall assume responsibility for repayment to Agency of any expenditures
not authorized by this agreement.
3. Recipient shall retain all records (whether in electronic or hard copy form) created or
maintained pertinent to this agreement (fiscal, program, and administrative) for a period
of at least six(6)years from the date Recipient submits its project completion report.
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4. Records related to any real property or equipment purchased under this Agreement shall
be maintained for a period of six years starting from the date of disposition, replacement
or transfer of the real property or equipment.
H. Provide access to records. Recipient will provide access to Agency,the Federal Awarding Agency,
the Comptroller General of the United States,the Secretary of State's Office of the State of Oregon
and their duly authorized representatives to the books, documents, papers and records (whether
in electronic or hard copy form)of Recipient that are directly related to this agreement,the Project
or the Grant Funds provided hereunder, for the purpose of monitoring compliance with this
agreement, making audits, examinations, excerpts, and transcripts.
I. Audits. Subrecipient is responsible to comply with audit requirements and standards under 2 CFR
Part 200 as amended by 2 CFR Part 910.
J. Closeout. Agency will close-out this award under this Agreement when it determines that all
applicable administrative actions and all required work of this Agreement have been completed
by the Recipient. Recipient must:
1. Submit no later than 30 calendar days after the end date of the period of performance, all
financial, performance and other reports as required by the terms and conditions of this
Agreement.
2. Liquidate all obligations incurred under this Agreement within 30 days after the end date
of this Agreement.
3. Make prompt payments to its subcontractors, if any, for allowable costs under this
Agreement.
4. Must promptly refund any balances of unobligated cash that Agency paid in advance or
paid and that are not authorized to be retained by the Recipient for use in other projects.
5. Must make a settlement for any upward or downward adjustments to the award share
costs after closeout reports are received.
6. Must account for any real and personal property, if any, acquired from this Agreement.
7. Complete all closeout actions no later than one year after receipt and acceptance of all
required final reports.
V. AGENCY'S OBLIGATION
Provide funds. Agency agrees to pay Recipient the total sum not to exceed $50,000 ("Grant Funds")
to reimburse Recipient for the allowable costs of implementing the Project as described in Exhibit A
upon the following conditions:
A. Agency has received sufficient funding, appropriations and expenditure authorizations to allow
Agency, in the exercise of its reasonable administrative discretion,to make the disbursement.
B. Agency has determined that Recipient has satisfied applicable grant conditions.
C. Agency will pay Recipient no later than thirty calendar days (30) days following receipt and
approval of Recipient's request for reimbursement.
D. Agency will not pay for any project work performed before the beginning date or after the
expiration date of the Performance Period identified in Section II.
E. Agency is not obligated to pay the Recipient if the Final Project Report and/or the Final Grant
Reimbursement Request Form are delivered to Agency more than thirty calendar days (30) days
after the expiration of the Performance Period.
F. Agency will pay Recipient an approved federally recognized indirect cost rate negotiated between
the Recipient and the federal government, or if no such rate exists, either a rate negotiated
City of Ashland Grant Agreement#24-040 Page 7 of S9
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between Agency and Recipient or a de minimis indirect cost rate as defined in 2 C.F.R. § 200.414.
VI. STANDARD CONDITIONS
A. Notice. All notices required or allowed to be given by this Agreement shall be by first-class mail,
facsimile, or e-mail and addressed to the Administrative and Project Manager contact of each
organization as listed in Exhibit E.
B. Circumstances outside of Parties' Control. Neither Agency nor the Recipient will be held
responsible for delay or failure to perform when such act or delay or failure is due to fire, flood,
epidemic, strikes, acts of God or the public enemy, legal acts of public authorities, or delays or
defaults caused by public carriers, which cannot be reasonably foreseen or provided against.
C. Contribution.
If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or
hereafter defined in ORS 30.260 ("Third Party Claim") against a party (the "Notified Party") with
respect to which the other party ("Other Party") may have liability, the Notified Party must
promptly notify the Other Party in writing of the Third Party Claim and deliver to the Other Party
a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Either
party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party
Claim with counsel of its own choosing. Receipt by the Other Party of the notice and copies
required in this paragraph and meaningful opportunity for the Other Party to participate in the
investigation, defense and settlement of the Third Party Claim with counsel of its own choosing
are conditions precedent to the Other Party's liability with respect to the Third Party Claim.
With respect to a Third Party Claim for which the Agency is jointly liable with the Recipient (or
would be if joined in the Third Party Claim), Agency shall contribute to the amount of expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred and paid or payable by Recipient in such proportion as is appropriate to reflect
the relative fault of Agency on the one hand and of Recipient on the other hand in connection with
the events which resulted in such expenses, judgments, fines or settlement amounts, as well as
any other relevant equitable considerations. The relative fault of Agency on the one hand and of
Recipient on the other hand shall be determined by reference to, among other things, the parties'
relative intent, knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such expenses, judgments, fines or settlement amounts. Agency's
contribution amount in any instance is capped to the same extent it would have been capped
under Oregon law if Agency had sole liability in the proceeding.
With respect to a Third Party Claim for which Recipient is jointly liable with Agency(or would be if
joined in the Third Party Claim), Recipient shall contribute to the amount of expenses (including
attorneys'fees),judgments,fines and amounts paid in settlement actually and reasonably incurred
and paid or payable by Agency in such proportion as is appropriate to reflect the relative fault of
Recipient on the one hand and of Agency on the other hand in connection with the events which
resulted in such expenses,judgments, fines or settlement amounts, as well as any other relevant
equitable considerations. The relative fault of Recipient on the one hand and of Agency on the
other hand shall be determined by reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent the circumstances
resulting in such expenses, judgments, fines or settlement amounts. Recipient's contribution
amount in any instance is capped to the same extent it would have been capped under Oregon
law if it had sole liability in the proceeding.
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Agreement#24-040
D. State Tort Claims Act. Recipient is responsible for the acts, omissions, or negligence of its own
officers, employees, agents, or subcontractors. Agency is responsible to the extent permitted by
the Oregon Tort Claims Act (ORS 30.260-30.300) only for the acts, omissions, or negligence of its
own officers, employees or agents. Recipient and its officers, employees, agents, subcontractors,
or volunteers are not considered "officers, employees, or agents" of the State of Oregon as those
terms are used in ORS 30.265.
E. Insurance. Recipient shall maintain insurance as set forth in Exhibit D. Recipient shall furnish to
Agency a Certificate of Insurance for the coverage and limits set forth in Exhibit D which is to be in
force and applicable to the Project for the duration of the Agreement.
F. Dispute Resolution and Consent to Jurisdiction.
1. If a dispute should arise out of this Agreement, the Parties may attempt in good faith to
resolve the dispute short of litigation. This may be done through communication between
the Parties at any management level, including at a level higher than persons directly
responsible for administration of the Agreement or the Parties may agree to utilize a jointly
selected mediator or arbitrator(for non-binding arbitration), or both.
2. However, if a dispute is not resolved short of litigation, the Parties agree this Agreement
is governed by and construed in accordance with the laws of the State of Oregon without
regard to principles of conflicts of law. Any claim, action, suit, or proceeding (collectively
"Claim") between Agency or any other agency or department of the State of Oregon, or
both, and Recipient that arises from or relates to this Agreement must be brought and
conducted solely and exclusively within the Circuit Court of Marion County for the State of
Oregon; provided, however, if a Claim must be brought in a federal forum, then it will be
brought and conducted solely and exclusively within the United States District Court for
the District of Oregon. In no event may this section be construed as a waiver by the State
of Oregon of any form of defense or immunity, whether sovereign immunity,
governmental immunity, immunity based on the eleventh amendment to the Constitution
of the United States, or otherwise, to or from any Claim or from the jurisdiction of any
court. GRANTEE, BY EXECUTION OF THIS GRANT, HEREBY CONSENTS TO THE PERSONAL
JURISDICTION OF SUCH COURTS.
G. Termination and Default
1. For Convenience. Either party may terminate this Agreement at any time prior to the
expiration date of this Agreement upon 15 days of written notice to the other party. Upon
termination under this paragraph by Recipient, Recipient shall repay Agency all amounts
disbursed by Agency to Recipient under this Agreement. Upon termination by Agency
under this paragraph, Agency will not be obligated to make payments for any work not
completed by Recipient as of the date of the Notice of Termination.
2. Agency Termination.Agency may terminate this Agreement:
a. Immediately upon written notice to Recipient, if Agency does not obtain
sufficient funding and expenditure authorizations to allow Agency to meet its
payment obligations under this Agreement.
City of Ashland Grant Agreement#24-040 Page 9 of S9
Agreement#24-040
b. Immediately if Recipient commits any material breach or default of any
covenant, warranty, obligation, or other provision under this Agreement or
fails to perform under this Agreement within the applicable time specified
under this Agreement provided such breach or default is not cured within 30
days after receiving notice of such breach or default.
c. Immediately upon written notice to Recipient if state or federal laws,
regulations, or guidelines are modified, changed, or interpreted in such a way
that Agency does not have the authority to provide Grant Funds for the Project
or no longer has the authority to provide the Grant Funds from the funding
source it had planned to use.
3. Remedies. In the event a Party commits any material breach or default of any covenant,
warranty, obligation, or other provision of this Agreement, the other Party may, at its
option, pursue any or all of the remedies available to it under this Agreement and at law
or in equity, including, without limitation:
a. Withhold all monies due under the Agreement;
b. Exercise a setoff against any amounts due under this Agreement;
c. Wholly or partly suspend or terminate this Agreement;
d. Institute the dispute resolution process as outlined in Section VI.F. of this
Agreement; and
e. Take other remedies that may be legally available.
These remedies are cumulative to the extent the remedies are not inconsistent, and the non-
defaulting Party may pursue any remedy or remedies singly, collectively, successively or in any
order whatsoever.
4. Recipient's Obligation upon submittal or receipt of notice of termination.
a. Within 30 days of submittal or receipt of a notice of termination of this agreement,
the Recipient must submit a final project report for work completed prior to
termination.
b. In the event that Recipient has materially failed to comply with this Agreement
and such non-compliance has resulted in the Federal Funding Agency terminating
Agency's grant or causes or requires Agency to return funds to the Federal Funding
Agency, Recipient will return to Agency an amount equal to the funds which
Agency is not reimbursed for or is required to return to Federal Funding Agency.
5. Agency's Obligations upon termination. Upon termination of this Agreement and receipt of
Recipient's final request for reimbursement, and subject to the limitations of this section,
Agency will reimburse Recipient for actual and allowable costs incurred under this
Agreement prior to the termination date.
H. No Third-Party Beneficiaries. Agency and Recipient are the only Parties to this Agreement and are
the only Parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give,
or shall be construed to give or provide any benefit or right,whether directly,indirectly or otherwise,
City of Ashland Grant Agreement#24-040 Page 10 of 59
Agreement#24-040
to third persons unless such third persons are individually identified by name herein and expressly
described as intended beneficiaries of the terms of this Agreement.
I. Non-appropriation. Agency's obligation to pay any amounts, perform any activities or provide any
items under this Agreement is conditioned upon Agency receiving funding, appropriations,
limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise
of its reasonable administrative discretion,to meet its obligations under the Agreement. Nothing
in this Agreement may be construed as permitting any violation of Article XI, section 7 of the
Oregon Constitution or any other law limiting the activities, liabilities or monetary obligations of
Agency.
J. Subgrants,Subcontracts and Assignment.
1. Recipient may not enter into any subgrant or subcontract, not already identified in Exhibit
A, or assign or transfer any of its interest in this Agreement without Agency's prior written
consent. Subawards and subcontracts with known parties identified in Exhibit A are deemed
to be approved.
2. Any subgrant or subcontract entered into under this agreement shall contain terms and
conditions substantially similar to this Agreement, including Federal provisions contained in
Exhibits B and C.
3. Any contract entered into under this agreement:
a. Shall be awarded in accordance with 2 C.F.R. §200.317 to §200.326 Procurement
Standards.
b. Shall contain the applicable terms and conditions of Exhibits B and C.
c. If the contract is not to a unit of local government as defined in ORS 190.003, the
contract shall require the contractor to indemnify, defend, save and hold harmless
the State of Oregon and its officers,employees,and agents("indemnitee")from and
against any and all claims, actions, liabilities, damages, losses, or expenses arising
from a tort(as now or hereafter defined in in ORS 30.260), caused, or alleged to be
caused,in whole or in part, by the negligent or willful acts or omissions of Recipient's
contractor or any of the officers, agents, employees, or subcontractors of the
contractor ("claims"). It is the specific intention of the parties that the Indemnitee
shall, in all instances, except for claims arising solely from the negligent or willful
acts or omissions of the Indemnitee, be indemnified by the contractor from and
against any and all Claims.
4. Recipient must require its first-tier contractor(s) (i.e. a contractor with which the Recipient
directly enters a contract)that are not units of local governments as defined in ORS 190.003,
if any, to (i) obtain insurance specified under Exhibit C of this Agreement, (ii) maintain the
insurance in full force throughout the duration of the contract. The insurance must be
provided by insurance companies or entities that are authorized to transact the business of
insurance and issue coverage in the State of Oregon and that are acceptable to Agency.
Recipient shall not authorize contractors to begin work under the contract until the
insurance is in full force.Thereafter,the Recipient shall monitor continued compliance with
the insurance requirements on an annual or more frequent basis. Recipient shall incorporate
appropriate provisions in the contracts permitting it to enforce contractor compliance with
the insurance requirements and shall take all reasonable steps to enforce compliance. In no
event shall recipients permit a contractor to work under a contract when the Recipient is
aware that the contractor is not in compliance with the insurance requirements.
City of Ashland Grant Agreement#24-040 Page 11 of S9
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K. Compliance with Applicable Law. Recipient agrees to comply with all federal,state and local laws,
regulations, executive orders and ordinances applicable to this Agreement or to Recipient's
obligations under this Agreement, as those laws, regulations and ordinances may be adopted or
amended from time to time and as identified in Exhibit B.
L. Integration. This agreement, including all Exhibits, constitutes the entire agreement between the
parties on the subject matter hereof. There are no understandings, agreements, or
representations, oral or written, not specified herein regarding this agreement. The failure of
either party to enforce any provision of this agreement shall not constitute a waiver by that party
of that or any other provision.
M. Counterparts. This Agreement may be executed in several counterparts, all of which when taken
together constitute one agreement binding on Recipient and Agency, notwithstanding that all parties
are not signatories to the same counterpart. Each copy of this Agreement so executed constitutes
an original.
N. Severability.The Parties agree if any term or provision of this Agreement is declared by a court of
competent jurisdiction to be illegal or in conflict with any law,the validity of the remaining terms
and provisions will not be affected, and the rights and obligations of the Parties will be construed
and enforced as if the Agreement did not contain the particular term or provision held to be
invalid.
O. Conflict of Interest.Grantee by signature to this Agreement declares and certifies the award of this
Grant and the Project activities to be funded by this Grant, create no potential or actual conflict of
interest, as defined by ORS Chapter 244,for a director,officer, or employee of Grantee.
P. Construction.The Parties agree and acknowledge that the rule of construction that ambiguities in a
written agreement are to be construed against the party preparing or drafting the agreement shall
not be applicable to the interpretation of this Agreement.
The Recipient, by signature of its authorized official, hereby acknowledges that he/she has read this
Agreement, understands it, agrees to be bound by its terms and conditions (including all references to other
documents) and is authorized by the authorized official to execute this Agreement on the authorized official's
behalf. Failure to comply with this Agreement and with applicable State and Federal rules and guidelines may
result in the withholding of reimbursement, the termination or suspension of the Agreement, denial of future
grants, and damages to Agency.
Signatures on next page.
City of Ashland Grant Agreement#24-040 Page 12 of S9
Agreement#24-040
�O F
11C l ° aV
,,,, ,i ,;,,,
Vry
8&k%r&,eA, STATE OF OREGON
Acting by and through its
City of Ashland OREGON DEPARTMENT OF ENERGY
("Agency")
than Z�,� , 820241 4:Z ,,")F),,,,,,
Signature Signature
Alan Zelenka,Assistant Director
Sabrina Cotta/ Interim City Manager Date:18-Jul-2024
Printed Name/Title
Date.
•7/16/2024 75 1„ae rinrriiriit:t(Ji 1 zz,202407:05 PD r}
Signature
Danae Hammitt, Designated Procurement
Officer
Date:22-J u 1-2024
Legal Sufficiency Approval: Not required for individual Performance Agreements;
Baseline EECBG Grant Agreement approved for Legal Sufficiency in accordance with ORS 291.047
Jeffrey G. Grant by email 2.29.2024
Assistant Attorney General
6L
City of Ashland Grant Agreement#24-040 Page 13 of S9
Agreement#24-040
EXHIBIT A
FEDERAL AWARD IDENTIFICATION (TO INCLUDE PROJECT DESCRIPTION AND BUDGET)
Federal Award Information (as required by 2 CFR 200.332) Response
Subrecipient's name (Program Lead to enter, City of Ashland
based on Subrecipient
application)
Subrecipient's unique entity (Program Lead to enter, CRCQD8ZGQSR6
identifier(UEI) based on Subrecipient
application)
Federal Award Identification (Enter FAIN) DE-GD0000377
Number (FAIN)
Federal award date of award (Enter Recipient Award Date) December 1, 2023
to the recipient by the Federal
agency
Subaward period of (Program Lead to enter, July 22, 2024 to May 30, 2026
performance start and end based on Section II of
dateAgreement)
Subaward budget period start (Program Lead to enter, July 22, 2024 to May 30, 2026
and end date based on Section II of
Agreement)
Amount of federal funds (Program Lead to enter, $50,000
obligated by this action by the based on Section I.,
pass-through entity to the subsection B. of Agreement,
subrecipient can expand to include budget
per federal category)
Total amount of federal funds (Program Lead to enter, may $50,000
obligated to the subrecipient be the same as above, but
by the pass-through entity may increase based on
including the current financial subsequent rounds of
obligationfunding)
Total amount of the federal (Program Lead to enter, may $50,000
award committed to the be the same as above, but
subrecipient by the pass- may increase based on
through entity subsequent rounds of
funding)
Federal award project (Program Lead to enter) Recipient will use funding for EECBG
description, as required to be Blueprint#4A—Transportation—Electric
responsive to the Federal Vehicles and Fleet Electrification.
Funding Accountability and
Transparency Act(FFATA)
Name of federal awarding (Enter federal contact Jason Nguyen
agency, name of pass-through information) Phone: 202-450-0524
entity, and contact U.S. Department of Energy
information for awarding Golden Field Office
official of the pass-through 15013 Denver West Parkway
entity. Golden, CO 80401
Assistance Listing number and (Enter federal award 81.128
Title;the contributing agency information)
City of Ashland Grant Agreement#24-040 Page 14 of S9
Agreement#24-040
must identify the dollar Energy Efficiency and Conservation Block
amount made available under Grant Program (EECBG)
each federal award and the
Assistance Listing number at
time of disbursement
Identification of whether the Yes ❑No 0
award is research and
development (R&D)
Subrecipient indirect cost rate (Program Lead to enter, N/A
for the Federal award based on Subrecipient
(including if the de minimis application)
rate is charged) per§200.414
(This space left blank intentionally.)
City of Ashland Grant Agreement#24-040 Page 1S of S9
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EXHIBIT B
FEDERAL COMPLIANCE TERMS
I. Project Title: Energy Efficiency and Conservation Block Grant—Blueprint#4A—Transportation—
Electric Vehicles and Fleet Electrification.
II. Agency Project Specific Compliance Requirements:
Recipient must comply, and include such requirement in any contractual agreement with all
subrecipients and subcontractors associated with this Agreement, with the applicable special provisions
and conditions of U.S. Department of Energy Assistance Agreement grant award number DE-SE0000377
("Assistance Agreement"),which is attached to the Agreement as Exhibit C.
III. Federal Terms and Conditions:
Without limiting the general requirement of Section VLK of the Agreement, or Section II of this Exhibit,
Recipient is responsible to comply with the following Federal Terms and Conditions, as applicable.
Recipient must include and incorporate the provisions described below in all contracts and subgrants that
may use, in whole or in part, the funds provided by this Agreement.
A. 2 C.F.R. part 200 as amended by 2 C.F.R. part 910.
B. If the Recipient (including any of its subrecipients and contractors) anticipates involving foreign
nationals in the performance of this award, the Recipient must provide Agency with specific
information about each foreign national to ensure compliance with the requirements for foreign
national participation and access approvals. The volume and type of information required may
depend on various factors associated with the award.
Approval for foreign nationals in Principal Investigator/Co-Principal Investigator roles, from
countries of risk (i.e., China, Iran, North Korea, and Russia), and from countries identified on the
U.S. Department of State's list of State Sponsors of Terrorism (https://www.state.gov/state-
sponsors-of-terrorism/) must be obtained from the U.S. Department of Energy ("DOE") before
they can participate in the performance of any work under this award.
A "foreign national" is defined as any person who is not a United States citizen by birth or
naturalization. DOE may elect to deny a foreign national's participation in the award. Likewise,
DOE may elect to deny a foreign national's access to DOE sites, information, technologies,
equipment, programs, or personnel.
C. Nondisclosure and Confidentiality Agreements Assurances
1. By entering into this agreement,the Recipient attests that it does not and will not require
its employees or contractors to sign internal nondisclosure or confidentiality agreements
or statements prohibiting or otherwise restricting its employees or contactors from
lawfully reporting waste,fraud, or abuse to a designated investigative or law enforcement
representative of a Federal department or agency authorized to receive such information.
2. The Recipient further attests that it does not and will not use any Federal funds to
implement or enforce any nondisclosure and/or confidentiality policy,form,or agreement
it uses unless it contains the following provisions:
a. "These provisions are consistent with and do not supersede, conflict with, or
otherwise alter the employee obligations, rights, or liabilities created by existing
statute or Executive order relating to (1) classified information, (2)
communications to Congress, (3) the reporting to an Inspector General of a
violation of any law, rule, or regulation, or mismanagement, a gross waste of
City of Ashland Grant Agreement#24-040 Page 16 of 59
Agreement#24-040
funds, an abuse of authority, or a substantial and specific danger to public
health or safety, or (4) any other whistleblower protection. The definitions,
requirements, obligations, rights,sanctions, and liabilities created by controlling
Executive orders and statutory provisions are incorporated into this agreement
and are controlling."
b. The limitation above shall not contravene requirements applicable to Standard
Form 312, Form 4414, or any other form issued by a Federal department or
agency governing the nondisclosure of classified information.
c. Notwithstanding provision listed in paragraph (a), a nondisclosure or
confidentiality policy form or agreement that is to be executed by a person
connected with the conduct of an intelligence or intelligence-related activity,
other than an employee or officer of the United States Government, may
contain provisions appropriate to the particular activity for which such
document is to be used. Such form or agreement shall, at a minimum, require
that the person will not disclose any classified information received in the
course of such activity unless specifically authorized to do so by the United
States Government. Such nondisclosure or confidentiality forms shall also make
it clear that they do not bar disclosures to Congress, or to an authorized official
of an executive agency or the Department of Justice, that are essential to
reporting a substantial violation of law.
D. Interim Conflict of Interest Requirements for Financial Assistance
The DOE interim Conflict of Interest Policy for Financial Assistance (COI Policy) can be found at
https://www.energy.gov/management/department-energy-interim-confl ict-interest-policy-
requirements-financialassistance.This policy is applicable to all non-Federal entities applying for,
or that receive, DOE funding by means of a financial assistance award (e.g., a grant, cooperative
agreement,or technology investment agreement)and,through the implementation of this policy
by the entity, to each Investigator who is planning to participate in, or is participating in, the
project funded wholly or in part under this Award.The term "Investigator" means the PI and any
other person, regardless of title or position, who is responsible for the purpose, design, conduct,
or reporting of a project funded by DOE or proposed for funding by DOE. Further, the Recipient
must identify all financial conflicts of interests (FCOI), i.e., managed and unmanaged/
unmanageable, in its initial and ongoing FCOI reports.
Prior to award,the Recipient was required to: 1)ensure all Investigators on this Award completed
their significant financial disclosures; 2) review the disclosures; 3) determine whether a FCOI
exists; and 4) provide Agency with an initial FCOI report that includes all FCOls(i.e., managed and
unmanaged/unmanageable). Within 180 days of the date of the Award, the Recipient must be in
full compliance with the other requirements set forth in DOE's interim COI Policy.
E. Buy American Requirement for Infrastructure Projects
1. Definitions
a. "Components" are defined as the articles, materials, or supplies
incorporated directly into the end manufactured product(s).
b. "Construction Materials"are an article, material,or supply—other than an item
primarily of iron or steel; a manufactured product; cement and cementitious
materials; aggregates such as stone, sand, or gravel; or aggregate binding
agents or additives—that is used in an infrastructure project and is or consists
primarily of non-ferrous metals, plastic and polymer-based products (including
City of Ashland Grant Agreement#24-040 Page 17 of 59
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polyvinylchloride, composite building materials, and polymers used in fiber
optic cables), glass (including optic glass), lumber, drywall, coatings (paints and
stains), optical fiber, clay brick; composite building materials; or engineered
wood products.
c. "Domestic Content Procurement Preference Requirement" means a
requirement that no amounts made available through a program for federal
financial assistance may be obligated for an infrastructure project unless—
(A) all iron and steel used in the project are produced in the United States;
(B) the manufactured products used in the project are produced in the United
States; or
(C) the construction materials used in the project are produced in the United
States.
Also referred to as the Buy America Requirement
d. "Infrastructure" includes, at a minimum, the structures, facilities, and
equipment located in the United States, for: roads, highways, and bridges;
public transportation; dams, ports, harbors, and other maritime facilities;
intercity passenger and freight railroads; freight and intermodal facilities;
airports; water systems, including drinking water and wastewater systems;
electrical transmission facilities and systems; utilities; broadband
infrastructure; and buildings and real property; and generation,transportation,
and distribution of energy - including electric vehicle (EV) charging. The term
"infrastructure" should be interpreted broadly, and the definition provided
above should be considered as illustrative and not exhaustive.
e. "Manufactured Products" are items used for an infrastructure project made up
of components that are not primarily of iron or steel; construction materials;
cement and cementitious materials' aggregates such as stone, sand, or gravel;
or aggregate binding agents or additives.
f. "Primarily of iron or steel" means greater than 50% iron or steel, measured by
cost.
g. "Project" means the construction, alteration, maintenance, or repair of
infrastructure in the United States.
h. "Public" The Buy America Requirement does not apply to non-public
infrastructure. For purposes of this guidance, infrastructure should be
considered "public" if it is: (1) publicly owned or(2) privately owned but utilized
primarily for a public purpose. Infrastructure should be considered to be
"utilized primarily for a public purpose" if it is privately operated on behalf of
the public or is a place of public accommodation.
2. Buy America Requirement
None of the funds provided under this award (federal share or recipient cost-share) may be
used for a project for infrastructure unless:
a. All iron and steel used in the project is produced in the United States—this
means all manufacturing processes, from the initial melting stage through the
application of coatings, occurred in the United States;
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b. All manufactured products used in the project are produced in the United
States—this means the manufactured product was manufactured in the
United States; and the cost of the components of the manufactured product
that are mined, produced, or manufactured in the United States is greater
than 55 percent of the total cost of all components of the manufactured
product, unless another standard for determining the minimum amount of
domestic content of the manufactured product has been established under
applicable law or regulation; and
c. All construction materials are manufactured in the United States—this means
that all manufacturing processes for the construction material occurred in the
United States.
The Buy America Requirement only applies to articles, materials, and supplies that are
consumed in, incorporated into, or permanently affixed to an infrastructure project. As such,
it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought
into the construction site and removed at or before the completion of the infrastructure
project. Nor does a Buy America Requirement apply to equipment and furnishings, such as
movable chairs, desks, and portable computer equipment, that are used at or within the
finished infrastructure project but are not an integral part of the structure or permanently
affixed to the infrastructure project.
Recipients are responsible for administering their award in accordance with the terms and
conditions, including the Buy America Requirement. The recipient must ensure that the Buy
America Requirement flows down to all subawards and that the subawardees and
subrecipients comply with the Buy America Requirement.The Buy America Requirement term
and condition must be included all sub-awards, contracts, subcontracts, and purchase orders
for work performed under the infrastructure project.
3. Certification of Compliance
The Recipient must certify or provide equivalent documentation for proof of compliance that
a good faith effort was made to solicit bids for domestic products used in the infrastructure
project under this Award.
The Recipient must also maintain certifications or equivalent documentation for proof of
compliance that those articles, materials, and supplies that are consumed in, incorporated
into, affixed to, or otherwise used in the infrastructure project, not covered by a waiver or
exemption, are produced in the United States. The certification or proof of compliance must
be provided by the suppliers or manufacturers of the iron, steel, manufactured products and
construction materials and flow up from all subawardees, contractors and vendors to the
Recipient.The Recipient must submit these certifications to the Agency,who must keep these
certifications with the award/project files and be able to produce them upon request from
DOE, auditors or Office of Inspector General.
4. Waivers
When necessary, the Recipient may apply for, and DOE may grant, a waiver from the Buy
America Requirement. Requests to waive the application of the Buy America Requirement
must be in writing to the Contracting Officer. Waiver requests are subject to review by DOE
and the Office of Management and Budget,as well as a public comment period of no less than
15 calendar days.
Waivers must be based on one of the following justifications:
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a. Public Interest-Applying the Buy America Requirement would be inconsistent
with the public interest;
b. Non-Availability- The types of iron, steel, manufactured products, or
construction materials are not produced in the United States in sufficient and
reasonably available quantities or of a satisfactory quality; or
c. Unreasonable Cost- The inclusion of iron, steel, manufactured products, or
construction materials produced in the United States will increase the cost of
the overall project by more than 25 percent.
Requests to waive the Buy America Requirement must include the following:
• Waiver type (Public Interest, Non-Availability, or Unreasonable Cost);
• Recipient name and Unique Entity Identifier (UEI);
• Award information (Federal Award Identification Number,Assistance Listing number);
• A brief description of the project, its location, and the specific infrastructure involved;
• Total estimated project cost, with estimated federal share and recipient cost share
breakdowns;
• Total estimated infrastructure costs, with estimated federal share and recipient cost
share breakdowns;
• List and description of iron or steel item(s), manufactured goods, and/or construction
material(s) the recipient seeks to waive from the Buy America Preference, including
name, cost, quantity(ies), country(ies) of origin, and relevant Product Service Codes
(PSC) and North American Industry Classification System (NAICS) codes for each;
• A detailed justification as to how the non-domestic item(s)is/are essential the project;
• A certification that the recipient made a good faith effort to solicit bids for domestic
products supported by terms included in requests for proposals, contracts, and non-
proprietary communications with potential suppliers;
• A justification statement—based on one of the applicable justifications outlined
above—as to why the listed items cannot be procured domestically, including the due
diligence performed (e.g., market research, industry outreach, cost analysis, cost-
benefit analysis) by the recipient to attempt to avoid the need for a waiver. This
justification may cite, if applicable, the absence of any Buy America-compliant bids
received for domestic products in response to a solicitation; and
• Anticipated impact to the project if no waiver is issued.
The Recipient should consider using the following principles as minimum requirements
contained in their waiver request:
• Time-limited:Consider a waiver constrained principally by a length of time, ratherthan
by the specific project/award to which it applies. Waivers of this type may be
appropriate, for example, when an item that is "non-available" is widely used in the
project. When requesting such a waiver, the Recipient should identify a reasonable,
definite time frame (e.g., no more than one to two years) designed so that the waiver
is reviewed to ensure the condition for the waiver("non-availability") has not changed
(e.g., domestic supplies have become more available).
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• Targeted: Waiver requests should apply only to the item(s), product(s), or material(s)
or category(ies) of item(s), product(s), or material(s) as necessary and justified.
Waivers should not be overly broad as this will undermine domestic preference
policies.
• Conditional:The Recipient may request a waiver with specific conditions that support
the policies of IIJA/BABA and Executive Order 14017.
DOE may request, and the Recipient must provide, additional information for consideration of
this waiver. DOE may reject or grant waivers in whole or in part depending on its review,
analysis, and/or feedback from OMB or the public. DOES final determination regarding
approval or rejection of the waiver request may not be appealed. Waiver requests may take
up to 90 calendar days to process.
F. Publications
The recipient is required to include the following acknowledgement in publications arising out of,
or relating to, work performed under this Award, whether copyrighted or not:
• Acknowledgment: "This material is based upon work supported by the U.S. Department
of Energy's Office of State and Community Energy Programs (SCEP) under the Energy
Efficiency and Conservation Block Grant Program (EECBG) Award Number DE-
SE0000377."
• Full Legal Disclaimer: "This report was prepared as an account of work sponsored by an
agency of the United States Government. Neither the United States Government nor any
agency thereof, nor any of their employees, makes any warranty, express or implied, or
assumes any legal liability or responsibility for the accuracy, completeness, or usefulness
of any information, apparatus, product, or process disclosed, or represents that its use
would not infringe privately owned rights. Reference herein to any specific commercial
product, process, or service by trade name, trademark, manufacturer, or otherwise does
not necessarily constitute or imply its endorsement, recommendation, or favoring by the
United States Government or any agency thereof. The views and opinions of authors
expressed herein do not necessarily state or reflect those of the United States
Government or any agency thereof."
Abridged Legal Disclaimer: "The views expressed herein do not necessarily represent the
views of the U.S. Department of Energy or the United States Government."
Recipients should make every effort to include the full Legal Disclaimer. However, in the
event that recipients are constrained by formatting and/or page limitations set by the
publisher, the abridged Legal Disclaimer is an acceptable alternative.
G. Insolvency, Bankruptcy, or Receivership
1. Recipient shall immediately notify Agency of the occurrence of any of the following events:
(i) you or your parent's filing of a voluntary case seeking liquidation or reorganization
under the Bankruptcy Act; (ii)your consent to the institution of an involuntary case under
the Bankruptcy Act against you or your parent; (iii) the filing of any similar proceeding for
or against you or your parent, or its consent to, the dissolution, winding-up or
readjustment of your debts, appointment of a receiver, conservator, trustee, or other
officer with similar powers over you, under any other applicable state or federal law; or
(iv) your insolvency due to your inability to pay your debts generally as they become due.
2. Such notification shall be in writing and shall: (i) specifically set out the details of the
occurrence of an event referenced in paragraph a; (ii) provide the facts surrounding that
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event;and (iii) provide the impact such event will have on the project being funded by this
award.
3. Upon the occurrence of any of the four events described in the first paragraph, Agency
reserves the right to conduct are view of your award to determine your compliance with
the required elements of the award (including such items as cost share, progress towards
technical project objectives, and submission of required reports). If the Agency review
determines that there are significant deficiencies or concerns with your performance
under the award,Agency reserves the right to impose additional requirements,as needed,
including (i) change your payment method; or(ii) institute payment controls.
4. Failure of Recipient to comply with this term may be considered a material noncompliance
of this financial assistance award by Agency.
H. Under Appendix II to 2 C.F.R. part 200 — Recipient is subject to the following provisions, as
applicable.
For purposes of these provision, the following definitions apply:
"Contract" means this Agreement or any contract or subgrant funded by this Agreement.
"Contractor" and "Subrecipient" and "Non-Federal entity" mean Recipient or Recipient's
contractors or subgrantees, if any.
1. Contracts for more than the simplified acquisition threshold, which is the inflation
adjusted amount determined by the Civilian Agency Acquisition Council and the Defense
Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address
administrative, contractual, or legal remedies in instances where contractors violate or
breach contract terms, and provide for such sanctions and penalties as appropriate.
2. All contracts in excess of$10,000 must address termination for cause and for convenience
by the non-Federal entity including the manner by which it will be affected and the basis
for settlement.
3. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of"federally assisted construction contract" in 41 CFR
Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FIR 12319,
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
"Amending Executive Order 11246 Relating to Equal Employment Opportunity," and
implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor."
4. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal
entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-
3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part
5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction"). In accordance with the statute, contractors must be required to
pay wages to laborers and mechanics at a rate not less than the prevailing wages specified
in a wage determination made by the Secretary of Labor. In addition, contractors must be
required to pay wages not less than once a week.The non-Federal entity must place a copy
of the current prevailing wage determination issued by the Department of Labor in each
solicitation. The decision to award a contract or subcontract must be conditioned upon
the acceptance of the wage determination. The non-Federal entity must report all
suspected or reported violations to the Federal awarding agency.The contracts must also
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include a provision for compliance with the Copeland "Anti-Kickback"Act(40 U.S.C.3145),
as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or
Grants from the United States"). The Act provides that each contractor or subrecipient
must be prohibited from inducing, by any means, any person employed in the
construction,completion,or repair of public work,to give up any part of the compensation
to which he or she is otherwise entitled.The non-Federal entity must report all suspected
or reported violations to the Federal awarding agency.
5. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable,
all contracts awarded by the non-Federal entity in excess of $100,000 that involve the
employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part
5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the
wages of every mechanic and laborer on the basis of a standard work week of 40 hours.
Work in excess of the standard work week is permissible provided that the worker is
compensated at a rate of not less than one and a half times the basic rate of pay for all
hours worked in excess of 40 hours in the work week.The requirements of 40 U.S.C. 3704
are applicable to construction work and provide that no laborer or mechanic must be
required to work in surroundings or under working conditions which are unsanitary,
hazardous or dangerous.These requirements do not apply to the purchases of supplies or
materials or articles ordinarily available on the open market, or contracts for
transportation or transmission of intelligence.
6. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the
recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights
to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," and any implementing
regulations issued by the awarding agency.
7. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33
U.S.C. 1251-1387), as amended - Contracts and subgrants of amounts in excess of
$150,000 must contain a provision that requires the non-Federal award to agree to comply
with all applicable standards, orders or regulations issued pursuant to the Clean Air Act
(42 U.S.C.7401-7671q)and the Federal Water Pollution Control Act as amended (33 U.S.C.
1251-1387).Violations must be reported to the Federal awarding agency and the Regional
Office of the Environmental Protection Agency(EPA).
8. Debarment and Suspension (Executive Orders 12549 and 12689)-A contract award (see 2
CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the
System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR
180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3
CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the
names of parties debarred, suspended, or otherwise excluded by agencies, as well as
parties declared ineligible under statutory or regulatory authority other than Executive
Order 12549.
9. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Contractors that apply or bid for an
award exceeding $100,000 must file the required certification. Each tier certifies to the
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tier above that it will not and has not used Federal appropriated funds to pay any person
or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract,grant or any other
award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-
Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the non-Federal award.
10. Intellectual Property Provisions. Recipient's intellectual property rights are subject to 2
C.F.R. 200.315 (e.g. institution of higher education or nonprofit organization) or 2 C.F.R.
910.362 (e.g. for-profit), depending on which of those provisions apply to Recipient.
11. See 2 C.F.R. §200.323. Procurement of recovered materials.
12. See 2 C.F.R. § 200.216. Prohibition on certain telecommunications and video surveillance
services or equipment.
13. See 2 C.F.R. § 200.322. Domestic preferences for procurements.
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EXHIBIT C
U S Department of Energy Special Terms and Conditions DE-SE0000377
Oregon Department of Energy("Recipient"),which is identified in Block 5 of the Assistance Agreement,and the Office
of State and Community Energy Programs ("SCEP"), and Energy Efficiency and Conservation Block Grant Program
("EECBG"),an office within the United States Department of Energy ("DOE"),enter into this Award,referenced above,
to achieve the project objectives and the technical milestones and deliverables stated in Attachment 1 to this Award.
This Award consists of the following documents,including all terms and conditions therein:
Assistance Agreement
Special Terms and Conditions
Attachment 1 Activity File
Attachment 2 Federal Assistance Reporting Checklist and
Instructions
Attachment 3 Budget Information SF-424A
Attachment 4 Intellectual Property Provisions
Attachment 5 Energy Efficiency and Conservation Strategy
Attachment 6 NEPA Determination
The following are incorporated into this Award by reference:
• DOE Assistance Regulations, 2 CFR part 200 as amended by 2 CFR part
910 at http://www.eCFR.gov.
• National Policy Requirements (November 12,
2020) at
hltp://www.nsfgov/awards/managing/rtg.Lsp.
• The Recipient's application/proposal as approved by SCEP.
• Public Law 117-58, also known as the Bipartisan Infrastructure Law (BIL).
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Template Version 0810512022
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EXHIBIT C
U S Department of Energy Special Terms and Conditions DE-SE0000377
Table of Contents (PAGE NUMBERS CONSISTENT WITH STAND ALONE DOCUMENT. THEY
DON'T REFLECT THE AGREEMENT PAGE NUMBERS.)
Subpart A. General Provisions.............................................................................................................................4
Term 1. Legal Authority and Effect.................................................................................................................4
Term 2. Flow Down Requirement...................................................................................................................4
Term 3. Compliance with Federal,State,and Municipal Law..........................................................................4
Term 4. Inconsistency with Federal Law.........................................................................................................4
Term5. Federal Stewardship..........................................................................................................................4
Term6. NEPA Requirements..........................................................................................................................4
Term 7. Notice Regarding the Purchase of American-Made Equipment and Products-Sense of Congress.....6
Term 8. Reporting Requirements....................................................................................................................6
Term9. Lobbying............................................................................................................................................6
Term10. Publications.......................................................................................................................................7
Term11. No-Cost Extension.............................................................................................................................7
Term12. Property Standards............................................................................................................................7
Term 13. Insurance Coverage........................................................................................................................... 8
Term14. Real Property....................................................................................................................................8
Term15. Equipment.........................................................................................................................................8
Term16. Supplies.............................................................................................................................................9
Term 17. Property Trust Relationship...............................................................................................................9
Term18. Record Retention...............................................................................................................................9
Term19. Audits................................................................................................................................................9
Term20. Indemnity.........................................................................................................................................10
Term 21. Foreign National Participation..........................................................................................................10
Term 22. Post-Award Due Diligence Reviews..................................................................................................11
Subpart B. Financial Provisions...........................................................................................................................11
Term23. Maximum Obligation........................................................................................................................11
Term24. Refund Obligation............................................................................................................................11
Term25. Allowable Costs................................................................................................................................11
Term26. Indirect Costs....................................................................................................................................11
Term 27. Decontamination and/or Decommissioning(D&D)Costs..................................................................13
Term 28. Use of Program Income....................................................................................................................13
Term 29. Payment Procedures........................................................................................................................13
Term30. Budget Changes................................................................................................................................14
Subpart C. Miscellaneous Provisions..................................................................................................................15
Term 31. Environmental,Safety and Health Performance of Work at DOE Facilities........................................15
Term 32. System for Award Management and Universal Identifier Requirements...........................................15
Term 33. Nondisclosure and Confidentiality Agreements Assurances..............................................................17
Term 34. Subrecipient Change Notification.....................................................................................................18
Term 35. Conference Spending........................................................................................................................19
Term 36. Recipient Integrity and Performance Matters...................................................................................19
Term37. Export Control..................................................................................................................................21
Term 38. Interim Conflict of Interest Policy for Financial Assistance................................................................21
Term 39. Organizational Conflict of Interest....................................................................................................22
Term 40. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment.............22
Term 41. Human Subjects Research.................................................................................................................23
Term 42. Fraud, Waste and Abuse .......................................................................................................................24
Subpart D. Bipartisan Infrastructure Law(BIL)-specific requirements...................................................................25
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Term 43. Reporting,Tracking and Segregation of Incurred Costs.....................................................................25
Term 44. Davis-Bacon Requirements...............................................................................................................25
Term 45. Buy American Requirement for Infrastructure Projects....................................................................27
Term 46. Affirmative Action and Pay Transparency Requirements..................................................................32
Term 47. Potentially Duplicative Funding Notice.............................................................................................32
Term 48. Transparency of Foreign Connections...............................................................................................33
Term 49. Foreign Collaboration Considerations...............................................................................................33
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Subpart A. General Provisions
Term 1. Legal Authority and Effect
A DOE financial assistance award is valid only if it is in writing and is signed,either in writing
or electronically, by a DOE Contracting Officer.
The Recipient may accept or reject the Award. A request to draw down DOE funds or
acknowledgement of award documents by the Recipient's authorized representative through
electronic systems used by DOE, specifically FedConnect, constitutes the Recipient's
acceptance of the terms and conditions of this Award. Acknowledgement via FedConnect by
the Recipient's authorized representative constitutes the Recipient's electronic signature.
Term 2. Flow Down Requirement
The Recipient agrees to apply the terms and conditions of this Award, as applicable, including
the Intellectual Property Provisions, to all subrecipients (and subcontractors, as appropriate),
as required by 2 CFR 200.101, and to require their strict compliance therewith. Further, the
Recipient must apply the Award terms as required by 2 CFR 200.327 to all subrecipients (and
subcontractors, as appropriate), and to require their strict compliance therewith.
Term 3. Compliance with Federal,State,and Municipal Law
The Recipient is required to comply with applicable Federal, state, and local laws and
regulations for all work performed under this Award. The Recipient is required to obtain all
necessary Federal, state, and local permits, authorizations, and approvals for all work
performed under this Award.
Term 4. Inconsistency with Federal Law
Any apparent inconsistency between Federal statutes and regulations and the terms and
conditions contained in this Award must be referred to the DOE Award Administrator
for guidance.
Term 5. Federal Stewardship
SCEP will exercise normal Federal stewardship in overseeing the project activities performed
under this Award. Stewardship activities include,but are not limited to, conducting site visits;
reviewing performance and financial reports;providing technical assistance and/or temporary
intervention in unusual circumstances to address deficiencies that develop during the project;
assuring compliance with terms and conditions; and reviewing technical performance after
project completion to ensure that the project objectives have been accomplished.
Term 6. NEPA Requirements
DOE must comply with the National Environmental Policy Act (NEPA) prior to authorizing the use
of Federal funds. Based on all information provided by the Recipient, SCEP has made a NEPA
determination by issuing a categorical exclusion(CX)for all activities listed in the Annual and Master
File approved by the Contracting Officer and the DOE NEPA Determination. The Recipient is thereby
authorized to use Federal funds for the defined project activities, subject the Recipient's compliance
with the conditions stated below and except where such activity is subject to a restriction set forth
elsewhere in this Award.
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Condition(s):
1. This NEPA Determination only applies to activities funded by the Administrative
and Legal Requirements Document (ALRD) for the EECBG Program Formula
Infrastructure Investment and Jobs Act (EECBG Formula - IIJA) which are
awarded to non-tribal recipients proposing projects with potential ground
disturbing activities within states that have a DOE executed Historic Preservation
Programmatic Agreement.
2. Activities not listed under "Blueprints and additional activities" within this NEPA
determination are subject to additional NEPA review and approval by DOE. For
activities requiring additional NEPA review, Recipients must complete the
environmental questionnaire (EQ-1) found at https: //www.eere-
pmc.energy.gov/NEPA.aspx and receive notification from DOE that the NEPA
review has been completed and approved by the Contracting Officer prior to initiating
the project or activities.
3. Activities proposed on tribal lands or tribal properties would be restricted to
homes/buildings less than forty-five (45) years old and without ground disturbance.
Recipients must contact their DOE Project Officer for a Historic Preservation
Worksheet to request a review of activities that are listed below on tribal
homes/buildings forty- five (45) years and older and/or ground disturbing activities.
The DOE NEPA team must review the Historic Preservation Worksheet and notify
the Recipient's DOE Project Officer before activities listed on the Historic
Preservation Worksheet may begin.
4. This authorization does not include activities where the following elements exist:
extraordinary circumstances; cumulative impacts or connected actions that may lead
to significant effects on the human environment; or any inconsistency with the
"integral elements" (as contained in 10 CFR Part 1021, Appendix B) as they relate to
a particular project.
5. The Recipient must identify and promptly notify DOE of extraordinary
circumstances, cumulative impacts of connected actions that may lead to significant
effects on the human environment, or any inconsistency with the "integral elements"
(as contained in 10 CFR Part 1021, Appendix B) as they relate to project activities.
6. Recipients must have a DOE executed Historic Preservation Programmatic
Agreement and adhere to the terms and restrictions of its DOE executed Historic
Preservation Programmatic Agreement. DOE executed Historic Preservation
Programmatic Agreements are available at https://www.energy.gov/node/812599.
7. Recipients are responsible for reviewing the online NEPA and Historic
preservation training atwww.energy.gov/node/4816816 and contacting
EECBG.NEPA@ee.doe.gov with any EECBG NEPA or historic preservation
questions.
8. Recipients are required to submit an annual Historic Preservation Report in the
Performance and Accountability for Grants in Energy system(PAGE)at
https://www.page.energy.gov/default.aspx.
9. Recipients are required to submit quarterly reports in the form of a NEPA Log.
Sample NEPA Logs can be found at:www.energy.gov/node/4816816. NEPA Logs
must be submitted to EECBG.NEPA@ee.doe.gov and your DOE Project Officer.
10. Most activities listed under `Blueprints and additional activities" within this
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NEPA determination are more restrictive than the Categorical Exclusion. The
restrictions included in the `Blueprints and additional activities" must be
followed.
11. This authorization excludes any activities that are otherwise subject to a restriction
set forth elsewhere in the Award.
This authorization is specific to the project activities and locations as described in the Annual
and Master File approved by the Contracting Officer and the DOE NEPA Determination.
If the Recipient later intends to add to or modify the activities or locations as described in
the approved Annual and Master File and the DOE NEPA Determination, those new
activities/locations or modified activities/locations are subject to additional NEPA review and
are not authorized for Federal funding until the Contracting Officer provides written
authorization on those additions or modifications. Should the Recipient elect to undertake
activities or change locations prior to written authorization from the Contracting Officer, the
Recipient does so at risk of not receiving Federal funding for those activities, and such costs
may not be recognized as allowable cost share.
Term 7. Notice Regarding the Purchase of American-Made Equipment and
Products —Sense of Congress
It is the sense of the Congress that, to the greatest extent practicable, all equipment and
products purchased with funds made available under this Award should be American-made.
Term 8. Reporting Requirements
The reporting requirements for this Award are identified on the Federal Assistance Reporting
Checklist, attached to this Award. Failure to comply with these reporting requirements is
considered a material noncompliance with the terms of the Award. Noncompliance may result
in withholding of future payments, suspension, or termination of the current award, and
withholding of future awards. A willful failure to perform, a history of failure to perform, or
unsatisfactory performance of this and/or other financial assistance awards, may also result in
a debarment action to preclude future awards by Federal agencies.
Term 9. Lobbying
By accepting funds under this Award,the Recipient agrees that none of the funds obligated on
the Award shall be expended, directly or indirectly, to influence congressional action on any
legislation or appropriation matters pending before Congress, other than to communicate to
Members of Congress as described in 18 U.S.C. § 1913. This restriction is in addition to those
prescribed elsewhere in statute and regulation.
Term 10. Publications
The Recipient is required to include the following acknowledgement in publications arising
out of, or relating to, work performed under this Award, whether copyrighted or not:
• Acknowledgment: "This material is based upon work supported by the U.S.
Department of Energy's Office of State and Community Energy Programs (SCEP)
under the Energy Efficiency and Conservation Block Grant Program (EECBG)
Award Number DE- SE0000377."
• Full Legal Disclaimer: "This report was prepared as an account of work sponsored
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by an agency of the United States Government. Neither the United States
Government nor any agency thereof,nor any of their employees,makes any warranty,
express or implied, or assumes any legal liability or responsibility for the accuracy,
completeness, or usefulness of any information, apparatus, product, or process
disclosed, or represents that its use would not infringe privately owned rights.
Reference herein to any specific commercial product, process, or service by trade
name,trademark, manufacturer, or otherwise does not necessarily constitute or imply
its endorsement, recommendation, or favoring by the United States Government or
any agency thereof. The views and opinions of authors expressed herein do not
necessarily state or reflect those of the United States Government or any agency
thereof."
Abridged Legal Disclaimer: "The views expressed herein do not necessarily represent
the views of the U.S. Department of Energy or the United States Government."
Recipients should make every effort to include the full Legal Disclaimer. However, in
the event that recipients are constrained by formatting and/or page limitations set by
the publisher, the abridged Legal Disclaimer is an acceptable alternative.
Term 11. No-Cost Extension
As provided in 2 CFR 200.308,the Recipient must provide the Contracting Officer with notice
in advance if it intends to utilize a one-time,no-cost extension of this Award. The notification
must include the supporting reasons and the revised period of performance. The Recipient
must submit this notification in writing to the Contracting Officer and DOE Technology
Manager/Project Officer at least 30 days before the end of the current budget period.
Any no-cost extension will not alter the project scope, milestones, deliverables, or budget of
this Award.
Term 12. Property Standards
The complete text of the Property Standards can be found at 2 CFR 200.310 through 200.316.
Also see 2 CFR 910.360 for additional requirements for real property and equipment for For-
Profit recipients.
Term 13. Insurance Coverage
See 2 CFR 200.310 for insurance requirements for real property and equipment acquired or
improved with Federal funds. Also see 2 CFR 910.360(d)for additional requirements for real
property and equipment for For-Profit recipients.
Term 14. Real Property
Subject to the conditions set forth in 2 CFR 200.311, title to real property acquired or
improved under a Federal award will conditionally vest upon acquisition in the non-Federal
entity. The non-Federal entity cannot encumber this property and must follow the
requirements of 2 CFR
200.311 before disposing of the property.
Except as otherwise provided by Federal statutes or by the Federal awarding agency, real
property will be used for the originally authorized purpose as long as needed for that purpose.
When real property is no longer needed for the originally authorized purpose,the non-Federal
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entity must obtain disposition instructions from DOE or pass-through entity. The instructions
must provide for one of the following alternatives: (1)retain title after compensating DOE as
described in 2 CFR 200.3 11(c)(1); (2) Sell the property and compensate DOE as specified in
2 CFR 200.311(c)(2); or (3) transfer title to DOE or to a third parry designated/approved by
DOE as specified in 2 CFR 200.311(c)(3).
See 2 CFR 200.311 for additional requirements pertaining to real property acquired or
improved under a Federal award. Also see 2 CFR 910.360 for additional requirements for
real property for For-Profit recipients.
Term 15. Equipment
Subject to the conditions provided in 2 CFR 200.313, title to equipment(property) acquired
under a Federal award will conditionally vest upon acquisition with the non-Federal entity.
The non-Federal entity cannot encumber this property and must follow the requirements of 2
CFR
200.313 before disposing of the property.
A state must use equipment acquired under a Federal award by the state in accordance with
state laws and procedures.
Equipment must be used by the non-Federal entity in the program or project for which it was
acquired as long as it is needed, whether or not the project or program continues to be
supported by the Federal award. When no longer needed for the originally authorized purpose,
the equipment may be used by programs supported by DOE in the priority order specified in
2 CFR 200.313(c)(1)(i) and (ii).
Management requirements, including inventory and control systems, for equipment are
provided in 2 CFR 200.313(d).
When equipment acquired under a Federal award is no longer needed, the non-Federal entity
must obtain disposition instructions from DOE or pass-through entity.
Disposition will be made as follows: (1) items of equipment with a current fair market value of
$5,000 or less may be retained, sold, or otherwise disposed of with no further obligation to
DOE; (2) Non-Federal entity may retain title or sell the equipment after compensating DOE
as described in 2 CFR 200.313(e)(2); or (3) transfer title to DOE or to an eligible third parry
as specified in 2 CFR 200.313(e)(3).
See 2 CFR 200.313 for additional requirements pertaining to equipment acquired under a
Federal award. Also see 2 CFR 910.360 for additional requirements for equipment for For-
Profit recipients. See also 2 CFR 200.439 Equipment and other capital expenditures.
Term 16. Supplies
See 2 CFR 200.314 for requirements pertaining to supplies acquired under a Federal award.
See also 2 CFR 200.453 Materials and supplies costs, including costs of computing devices.
Term 17. Property Trust Relationship
Real property, equipment, and intangible property, that are acquired or improved with a
Federal award must be held in trust by the non-Federal entity as trustee for the beneficiaries
of the project or program under which the property was acquired or improved. See 2 CFR
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200.316 for additional requirements pertaining to real property, equipment, and intangible
property acquired or improved under a Federal award.
Term 18. Record Retention
Consistent with 2 CFR 200.334 through 200.338, the Recipient is required to retain records
relating to this Award.
Term 19. Audits
A. Government-Initiated Audits
The Recipient must provide any information, documents, site access, or other
assistance requested by SCEP, DOE or Federal auditing agencies (e.g., DOE
Inspector General, Government Accountability Office) for the purpose of audits
and investigations. Such assistance may include, but is not limited to, reasonable
access to the Recipient's records relating to this Award.
Consistent with 2 CFR part 200 as amended by 2 CFR part 910, DOE may audit
the Recipient's financial records or administrative records relating to this Award at
any time. Government-initiated audits are generally paid for by DOE.
DOE may conduct a final audit at the end of the project period (or the termination of
the Award, if applicable). Upon completion of the audit, the Recipient is required
to refund to DOE any payments for costs that were determined to be unallowable.
If the audit has not been performed or completed prior to the closeout of the award,
DOE retains the right to recover an appropriate amount after fully considering the
recommendations on disallowed costs resulting from the final audit.
DOE will provide reasonable advance notice of audits and will minimize
interference with ongoing work, to the maximum extent practicable.
B. Annual Independent Audits (Single Audit or Compliance Audit)
The Recipient must comply with the annual independent audit requirements in
2 CFR 200.500 through .521 for institutions of higher education, nonprofit
organizations, and state and local governments (Single audit), and 2 CFR
910.500 through .521 for for-profit entities (Compliance audit).
The annual independent audits are separate from Government-initiated audits
discussed in part A. of this Term and must be paid for by the Recipient. To
minimize expense, the Recipient may have a Compliance audit in conjunction
with its annual audit of financial statements. The financial statement audit is not
a substitute for the Compliance audit. If the audit (Single audit or Compliance
audit, depending on Recipient entity type) has not been performed or completed
prior to the closeout of the award, DOE may impose one or more of the actions
outlined in 2 CFR 200.339, Remedies for Noncompliance.
Term 20. Indemnity
The Recipient shall indemnify DOE and its officers, agents, or employees for any and all
liability,including litigation expenses and attorneys'fees, arising from suits, actions,or claims
of any character for death, bodily injury, or loss of or damage to property or to the
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environment,resulting from the project, except to the extent that such liability results from the
direct fault or negligence of DOE officers, agents or employees, or to the extent such liability
may be covered by applicable allowable costs provisions.
Term 21. Foreign National Participation
If the Recipient (including any of its subrecipients and contractors) anticipates involving
foreign nationals in the performance of the Award, the Recipient must, upon DOE's request,
provide DOE with specific information about each foreign national to ensure compliance with
the requirements for participation and access approval. The volume and type of information
required may depend on various factors associated with the Award. The DOE Contracting
Officer will notify the Recipient if this information is required.
DOE may elect to deny a foreign national's participation in the Award. Likewise, DOE may elect
to deny a foreign national's access to a DOE sites, information,technologies, equipment,
programs or personnel.
Term 22. Post-Award Due Diligence Reviews
During the life of the Award, DOE may conduct ongoing due diligence reviews, through
Government resources, to identify potential risks of undue foreign influence. In the event, a
risk is identified, DOE may require risk mitigation measures, including but not limited to,
requiring an individual or entity not participate in the Award.
Subpart B. Financial Provisions
Term 23. Maximum Obligation
The maximum obligation of DOE for this Award is the total"Funds Obligated"stated in Block
13 of the Assistance Agreement to this Award.
Term 24. Refund Obligation
The Recipient must refund any excess payments received from SCEP, including any costs
determined unallowable by the Contracting Officer. Upon the end of the project period (or
the termination of the Award,if applicable),the Recipient must refund to SCEP the difference
between (1) the total payments received from SCEP, and (2) the Federal share of the costs
incurred. Refund obligations under this Term do not supersede the annual reconciliation or
true up process if specified under the Indirect Cost Term.
Term 25. Allowable Costs
SCEP determines the allowability of costs through reference to 2 CFR part 200 as amended
by 2 CFR part 910. All project costs must be allowable, allocable, and reasonable. The
Recipient must document and maintain records of all project costs, including, but not limited
to, the costs paid by Federal funds, costs claimed by its subrecipients and project costs that
the Recipient claims as cost sharing, including in-kind contributions. The Recipient is
responsible for maintaining records adequate to demonstrate that costs claimed have been
incurred, are reasonable, allowable and allocable, and comply with the cost principles. Upon
request, the Recipient is required to provide such records to SCEP. Such records are subject
to audit.
Failure to provide SCEP adequate supporting documentation may result in a determination by
the Contracting Officer that those costs are unallowable.
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The Recipient is required to obtain the prior written approval of the Contracting Officer for
any foreign travel costs.
Term 26. Indirect Costs
A. Indirect Cost Allocation:
The Recipient does not have an approved or current Negotiated Indirect Cost Rate
Agreement(NICRA) and has submitted an indirect rate proposal as approval for
indirect costs to be invoiced to the DOE under segregated billing rates. The
approved indirect cost billing rate is 46.11% and shall be allocated to the base of
Direct Labor, plus accompanying Fringe Costs. An updated rate proposal is
required if the Recipient requests to bill the DOE higher billing rates than those
listed herein.
B. Fringe Cost Allocation:
Fringe benefit costs have been allocated to this award under a segregated fringe
billing rate. The fringe costs were found to be reasonable,allocable,and allowable
as reflected in the budget. Fringe elements apply to both direct and indirect
labor. Under a segregated cost pool, the fringe billing rate shall be treated as an
indirect cost expenditure and must be reconciled annually.
C. Subrecipient Indirect Costs (If Applicable):
The Recipient must ensure its subrecipient's indirect costs are appropriately
managed, have been found to be allowable, and comply with the requirements of
this Award and 2 CFR Part 200 as amended by 2 CFR Part 910.
D. Indirect Cost Stipulations:
i. Modification to Indirect Cost Billing Rates
SCEP will not modify this Award solely to provide additional funds to
cover increases in the Recipient's indirect cost billing rate(s). Adjustments
to the indirect cost billing rates must be approved by the Recipient's
Cognizant Agency or Cognizant Federal Agency Official.
The Recipient must provide a copy of an updated NICRA or indirect rate
proposal to the DOE Award Administrator in order to increase indirect cost
billing rates. If the Contracting Officer provides prior written approval,the
Recipient may incur an increase in the indirect cost billing rates.
Reimbursement will be limited by the budgeted dollar amount for indirect
costs for each budget period as shown in Attachment 3 to this Award.
H. Annual Cost Reconciliation
In accordance with Appendices III-VII of 2 CFR Part 200 or 48 CFR
Part 42.7, governing for-profit organizations, the indirect cost
billing rates shall be reconciled or trued up (actual incurred costs)
on an annual basis via the annual incurred cost proposal within six
months after the Recipient's fiscal year end.
iii. Adjustments to Indirect Cost Billing Rates
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Following an official audit or adequacy review of the incurred cost
proposal, one of the following shall apply:
1. If the Recipient's actual and final annual indirect cost billing rate(s)
reflect that Recipient invoiced at higher billing rates than actually
incurred, the Recipient must refund the Government the over-
recovered amounts.
2. If the Recipient's actual and final annual indirect cost billing rate(s)
reflect that the Recipient invoiced at lower billing rates than actually
incurred, the Recipient may not be reimbursed for increases in its
indirect cost rate, which resulted in an under-recovery. Increased
indirect cost billing rates cannot be retroactively applied to the DOE
award.
iv. Award Closeout
The closeout of the DOE award does not affect (1) the right of the
DOE to disallow costs and recover funds on the basis of a later audit
or other review; (2) the requirement for the Recipient to return any
funds due as a result of later refunds,corrections or other transactions
including final indirect cost billing rate adjustments; and (3) the
ability of the DOE to make financial adjustments to a previously
closed award resolving indirect cost payments and making final
payments.
Term 27. Decontamination and/or Decommissioning (D&D) Costs Notwithstanding
any other provisions of this Award, the Government shall not be responsible for or have any
obligation to the Recipient for (1) Decontamination and/or Decommissioning (D&D) of any
of the Recipient's facilities, or (2) any costs which may be incurred by the Recipient in
connection with the D&D of any of its facilities due to the performance of the work under this
Award, whether said work was performed prior to or subsequent to the effective date of the
Award.
Term 28. Use of Program Income
If the Recipient earns program income during the project period as a result of this Award, the
Recipient must add the program income to the funds committed to the Award and used to
further eligible project objectives.
Term 29. Payment Procedures
A. Method of Payment
Payment will be made by reimbursement through the Department of Treasury's
ASAP system.
B. Requesting Reimbursement
Requests for reimbursements must be made through the ASAP system.
C. Adjusting Payment Requests for Available Cash
The Recipient must disburse any funds that are available from repayments to and
interest earned on a revolving fund, program income, rebates, refunds, contract
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settlements, audit recoveries, credits,discounts, and interest earned on any of those
funds before requesting additional cash payments from SCEP.
D. Payments
All payments are made by electronic funds transfer to the bank account
identified on the Bank Information Form that the Recipient filed with the U.S.
Department of Treasury.
E. Unauthorized Drawdown of Federal Funds
For each budget period, the Recipient may not spend more than the Federal share
authorized to that particular budget period, without specific written approval from
the Contracting Officer. The Recipient must immediately refund SCEP any
amounts spent or drawn down in excess of the authorized amount for a budget
period. The Recipient and subrecipients shall promptly,but at least quarterly,remit
to DOE interest earned on advances drawn in excess of disbursement needs, and
shall comply with the procedure for remitting interest earned to the Federal
government per 2 CFR 200.305, as applicable.
Term 30. Budget Changes
A. Budget Changes Generally
The Contracting Officer has reviewed and approved the SF-424A in Attachment
3 to this Award.
Any increase in the total project cost,whether DOE share or Cost Share,which
is stated as "Total" in Block 12 to the Assistance Agreement of this Award,
must be approved in advance and in writing by the Contracting Officer.
Any change that alters the project scope, milestones or deliverables requires prior
written approval of the Contracting Officer. SCEP may deny reimbursement for
any failure to comply with the requirements in this term.
B. Transfers of Funds Among Direct Cost Categories
The Recipient is required to obtain the prior written approval of the Contracting
Officer for any transfer of funds among direct cost categories where the cumulative
amount of such transfers exceeds or is expected to exceed 10 percent of the total
project cost,which is stated as "Total"in Block 12 to the Assistance Agreement of
this Award.
The Recipient is required to notify the DOE Technology Manager/Project Officer of
any transfer of funds among direct cost categories where the cumulative amount of such
transfers is equal to or below 10 percent of the total project cost,which is stated as
"Total" in Block 12 to the Assistance Agreement of this Award.
C. Transfer of Funds Between Direct and Indirect Cost Categories
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The Recipient is required to obtain the prior written approval of the Contracting
Officer for any transfer of funds between direct and indirect cost categories. If the
Recipient's actual allowable indirect costs are less than those budgeted in
Attachment 3 to this Award,the Recipient may use the difference to pay additional
allowable direct costs during the project period so long as the total difference is
less than 10%of total project costs and the difference is reflected in actual requests
for reimbursement to DOE.
Subpart C. Miscellaneous Provisions
Term 31. Environmental, Safety and Health Performance of Work at DOE
Facilities
With respect to the performance of any portion of the work under this Award which is
performed at a DOE -owned or controlled site, the Recipient agrees to comply with all State
and Federal Environmental, Safety and Health (ES&H) regulations and with all other ES&H
requirements of the operator of such site.
Prior to the performance on any work at a DOE-owned or controlled site, the Recipient shall
contactthe site facility manager for information on DOE and site-specific ES&H requirements.
The Recipient is required apply this provision to its subrecipients and contractors.
Term 32. System for Award Management and Universal Identifier
Requirements
A. Requirement for Registration in the System for Award Management
(SAM) Unless the Recipient is exempted from this requirement under 2 CFR
25.110,the Recipient must maintain the currency of its information in SAM until
the Recipient submits the final financial report required under this Award or
receive the final payment, whichever is later. This requires that the Recipient
reviews and updates
the information at least annually after the initial registration, and more frequently
if required by changes in its information or another award term.
B. Unique Entity Identifier (UEI)
SAM automatically assigns a UEI to all active SAM.gov registered entities.
Entities no longer have to go to a third-party website to obtain their identifier. This
information is displayed on SAM.gov.
If the Recipient is authorized to make subawards under this Award, the Recipient:
L Must notify potential subrecipients that no entity (see definition in paragraph
C of this award term) may receive a subaward from the Recipient unless the
entity has provided its UEI number to the Recipient.
ii. May not make a subaward to an entity unless the entity has provided its
UEI number to the Recipient.
C. Definitions
For purposes of this award term:
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i. System for Award Management(SAM) means the Federal repository into
which an entity must provide information required for the conduct of
business as a recipient. Additional information about registration
procedures may be found at the SAM Internet site (currently at
hllps://www.sam.gov).
H. Unique Entity Identifier(UEI)is the 12-character,alpha-numeric identifier
that will be assigned by SAM.gov upon registration.
iii. Entity, as it is used in this award term, means all of the following, as
defined at 2 CFR Part 25, subpart C:
1. A Governmental organization,which is a State,local government,
or Indian Tribe.
2. A foreign public entity.
3. A domestic or foreign nonprofit organization.
4. A domestic or foreign for-profit organization.
5. A Federal agency,but only as a subrecipient under an award
or subaward to a non-Federal entity.
iv. Subaward:
1. This term means a legal instrument to provide support for the
performance of any portion of the substantive project or program
for which the Recipient received this Award and that the Recipient
awards to an eligible subrecipient.
2. The term does not include the Recipient's procurement of
property and services needed to carry out the project or program
(for further explanation, see 2 CFR 200.501 Audit requirements,
(f) Subrecipients and Contractors and/or 2 CFR 910.501 Audit
requirements, (f)
Subrecipients and Contractors).
3. A subaward may be provided through any legal agreement,
including an agreement that the Recipient considers a contract.
V. Subrecipient means an entity that:
1. Receives a subaward from the Recipient under this Award; and
2. Is accountable to the Recipient for the use of the Federal
funds provided by the subaward.
Term 33. Nondisclosure and Confidentiality Agreements Assurances
A. By entering into this agreement, the Recipient attests that it does not and will
not require its employees or contractors to sign internal nondisclosure or
confidentiality agreements or statements prohibiting or otherwise restricting its
employees or contactors from lawfully reporting waste, fraud, or abuse to a
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designated investigative or law enforcement representative of a Federal
department or agency authorized to receive such information.
B. The Recipient further attests that it does not and will not use any Federal funds
to implement or enforce any nondisclosure and/or confidentiality policy, form,
or agreement it uses unless it contains the following provisions:
L "These provisions are consistent with and do not supersede, conflict with,
or otherwise alter the employee obligations, rights, or liabilities created
by existing statute or Executive order relating to (1)classified information,
(2)communications to Congress, (3)the reporting to an Inspector General
of a violation of any law, rule, or regulation, or mismanagement, a gross
waste offunds, an abuse ofauthority, or a substantial and specific danger
to public health or safety, or (4) any other whistleblower protection. The
definitions, requirements, obligations, rights, sanctions, and liabilities
created by controlling Executive orders and statutory provisions are
incorporated into this agreement and are controlling."
H. The limitation above shall not contravene requirements applicable to
Standard Form 312, Form 4414, or any other form issued by a Federal
department or agency governing the nondisclosure of classified
information.
iii. Notwithstanding provision listed in paragraph (a), a nondisclosure or
confidentiality policy form or agreement that is to be executed by a person
connected with the conduct of an intelligence or intelligence-related
activity,
other than an employee or officer of the United States Government, may
contain provisions appropriate to the particular activity for which such
document is to be used. Such form or agreement shall, at a minimum,
require that the person will not disclose any classified information
received in the course of such activity unless specifically authorized to do
so by the United States Government. Such nondisclosure or confidentiality
forms shall also make it clear that they do not bar disclosures to Congress,
or to an authorized official of an executive agency or the Department of
Justice, that are essential to reporting a substantial violation of law.
Term 34. Subrecipient Change Notification
Except for subrecipients specifically proposed as part of the Recipient's Application for
award, the Recipient must notify the Contracting Officer and Project Manager in writing 30
days prior to the execution of new or modified subrecipient agreements, including naming
any To Be Determined subrecipients. This notification does not constitute a waiver of the
prior approval requirements outlined in 2 CFR part 200 as amended by 2 CFR part 910, nor
does it relieve the Recipient from its obligation to comply with applicable Federal statutes,
regulations, and executive orders.
In order to satisfy this notification requirement, the Recipient documentation must, as a
minimum, include the following:
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• A description of the research to be performed, the service to be provided, or
the equipment to be purchased.
• Cost share commitment letter if the subrecipient is providing cost share to the Award.
• An assurance that the process undertaken by the Recipient to solicitthe subrecipient
complies with their written procurement procedures as outlined in 2 CFR 200.317
through 200.327.
• An assurance that no planned,actual or apparent conflict of interest exists between the
Recipient and the selected subrecipient and that the Recipient's written standards of
conduct were followed.'
• A completed Environmental Questionnaire, if applicable.
• An assurance that the subrecipient is not a debarred or suspended entity.
• An assurance that all required award provisions will be flowed down in the
resulting subrecipient agreement.
1 It is DOE's position that the existence of a "covered relationship" as defined in 5 CFR 2635.502(a)&(b)
between a member of the Recipient's owners or senior management and a member of a subrecipient's owners or
senior management creates at a minimum an apparent conflict of interest that would require the Recipient to
notify the Contracting Officer and provide detailed information and justification (including, for example,
mitigation measures) as to why the subrecipient agreement does not create an actual conflict of interest. The
Recipient must also notify the Contracting Officer of any new subrecipient agreement with: (1)an entity that
is owned or otherwise controlled by the Recipient;or(2)an entity that is owned or otherwise controlled
by another entity that also owns or otherwise controls the Recipient,as it is DOE's position that these situations
also create at a minimum an apparent conflict of interest.
The Recipient is responsible for making a final determination to award or modify subrecipient
agreements under this agreement, but the Recipient may not proceed with the subrecipient
agreement until the Contracting Officer determines, and provides the Recipient written
notification, that the information provided is adequate.
Should the Recipient not receive a written notification of adequacy from the Contracting
Officer within 30 days of the submission of the subrecipient documentation stipulated above,
the Recipient may proceed to award or modify the proposed subrecipient agreement.
Term 35. Conference Spending
The Recipient shall not expend any funds on a conference not directly and programmatically
related to the purpose for which the grant was awarded that would defray the cost to the United
States Government of a conference held by any Executive branch department, agency, board,
commission, or office for which the cost to the United States Government would otherwise
exceed $20,000, thereby circumventing the required notification by the head of any such
Executive Branch department, agency, board, commission, or office to the Inspector General
(or senior ethics official for any entity without an Inspector General), of the date, location,
and number of employees attending such conference.
Term 36. Recipient Integrity and Performance Matters
A. General Reporting Requirement
If the total value of your currently active Financial Assistance awards, grants, and
procurement contracts from all Federal awarding agencies exceeds $10,000,000
for any period of time during the period of performance of this Federal award,then
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you as the recipient during that period of time must maintain the currency of
information reported to the System for Award Management (SAM) that is made
available in the designated integrity and performance system(currently the Federal
Awardee Performance and Integrity Information System (FAPIIS)) about civil,
criminal, or administrative proceedings described in paragraph 2 of this term. This
is a statutory requirement under section 872 of Public Law 110-417, as amended
(41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all
information posted in the designated integrity and performance system on or after
April 15, 2011, except past performance reviews required for Federal procurement
contracts, will be publicly available.
B. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
i. Is in connection with the award or performance of a Financial
Assistance, cooperative agreement, or procurement contract from the
Federal Government;
H. Reached its final disposition during the most recent five-year period; and
iii. Is one of the following:
1. A criminal proceeding that resulted in a conviction,as defined
in paragraph E of this award term and condition;
2. A civil proceeding that resulted in a finding of fault and liability
and payment of a monetary fine, penalty, reimbursement,
restitution, or damages of$5,000 or more;
3. An administrative proceeding, as defined in paragraph E of this
term, that resulted in a finding of fault and liability and your
payment of either a monetary fine or penalty of$5,000 or more or
reimbursement, restitution, or damages in excess of$100,000; or
4. Any other criminal, civil, or administrative proceeding if:
a. It could have led to an outcome described in paragraph
B.iii.1, 2, or 3 of this term;
b. It had a different disposition arrived at by consent or
compromise with an acknowledgment of fault on your
part; and
c. The requirement in this term to disclose information
about the proceeding does not conflict with applicable
laws and regulations.
C. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires
about each proceeding described in paragraph B of this term. You do not need to
submit the information a second time under assistance awards that you received if
you already provided the information through SAM because you were required to
do so under Federal procurement contracts that you were awarded.
D. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph A
of this term, you must report proceedings information through SAM for the most
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recent five-year period, either to report new information about any proceeding(s)
that you have not reported previously or affirm that there is no new information to
report. Recipients that have Federal contract, Financial Assistance awards,
(including cooperative agreement awards) with a cumulative total value greater
than
$10,000,000,must disclose semiannually any information about the criminal, civil,
and administrative proceedings.
E. Definitions
For purposes of this term:
L Administrative proceeding means a non judicial process that is
adjudicatory in nature in order to make a determination of fault or liability
(e.g., Securities and Exchange Commission Administrative proceedings,
Civilian Board of Contract Appeals proceedings, and Armed Services
Board of Contract
Appeals proceedings). This includes proceedings at the Federal and State
level but only in connection with performance of a Federal contract or
Financial Assistance awards. It does not include audits, site visits,
corrective plans, or inspection of deliverables.
H. Conviction means a judgment or conviction of a criminal offense by any
court of competent jurisdiction, whether entered upon a verdict or a plea,
and includes a conviction entered upon a plea of nolo contendere.
iii. Total value of currently active Financial Assistance awards,
cooperative agreements and procurement contracts includes
1. Only the Federal share of the funding under any Federal award with
a recipient cost share or match; and
2. The value of all expected funding increments under a Federal
award and options, even if not yet exercised.
Term 37. Export Control
The United States government regulates the transfer of information, commodities,technology,
and software considered to be strategically important to the U.S. to protect national security,
foreign policy, and economic interests without imposing undue regulatory burdens on
legitimate international trade. There is a network of Federal agencies and regulations that
govern exports that are collectively referred to as "Export Controls." The Recipient is
responsible for ensuring compliance with all applicable United States Export Control laws
and regulations relating to any work performed under a resulting award.
The Recipient must immediately report to DOE any export control violations related to the
project funded under this award, at the recipient or subrecipient level, and provide the
corrective action(s)to prevent future violations.
Term 38. Interim Conflict of Interest Policy for Financial Assistance
The DOE interim Conflict of Interest Policy for Financial Assistance (COI Policy) can be
found at https://www.energy.gov/management/del2artment-energy-interim-conflict-interest-
op licy- requirements-financial-assistance. This policy is applicable to all non-Federal
entities applying for, or that receive, DOE funding by means of a financial assistance award
(e.g., a grant, cooperative agreement, or technology investment agreement) and,through the
implementation of this policy by the entity, to each Investigator who is planning to
participate in, or is participating in, the project funded wholly or in part under this Award.
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The term "Investigator" means the PI and any other person, regardless of title or position,
who is responsible for the purpose, design, conduct, or reporting of a project funded by DOE
or proposed for funding by DOE. The Recipient must flow down the requirements of the
interim COI Policy to any subrecipient non-Federal entities, with the exception of DOE
National Laboratories. Further,the Recipient must identify all financial conflicts of interests
(FCOI), i.e., managed and unmanaged/ unmanageable, in its initial and ongoing FCOI
reports.
Prior to award,the Recipient was required to: 1)ensure all Investigators on this Award
completed their significant financial disclosures; 2)review the disclosures; 3) determine
whether a FCOI exists; 4) develop and implement a management plan for FCOIs; and 5)provide
DOE with an initial FCOI report that includes all FCOIs (i.e., managed and
unmanaged/unmanageable). Within 180 days of the date of the Award,the Recipient must be
in full compliance with the other requirements set forth in DOE's interim COI Policy.
Term 39. Organizational Conflict of Interest
Organizational conflicts of interest are those where, because of relationships with a parent
company, affiliate, or subsidiary organization, the Recipient is unable or appears to be unable
to be impartial in conducting procurement action involving a related organization (2 CFR
200.318(c)(2)).
The Recipient must disclose in writing any potential or actual organizational conflict of
interest to the DOE Contracting Officer. The Recipient must provide the disclosure prior to
engaging in a procurement or transaction using project funds with a parent, affiliate, or
subsidiary organization that is not a state, local government, or Indian tribe. For a list of the
information that must be included the disclosure, see Section VI. of the DOE interim Conflict
of Interest Policy for Financial Assistance at
https://www.energ gov/management/department-energy- interim-conflict-interest-policy-
requirements-financial-assistance.
If the effects of the potential or actual organizational conflict of interest cannot be avoided,
neutralized, or mitigated, the Recipient must procure goods and services from other sources
when using project funds. Otherwise, DOE may terminate the Award in accordance with 2
CFR
200.340 unless continued performance is determined to be in the best interest of the Federal
government.
The Recipient must flow down the requirements of the interim COI Policy to any
subrecipient non-Federal entities, with the exception of DOE National Laboratories. The
Recipient is responsible for ensuring subrecipient compliance with this term.
If the Recipient has a parent, affiliate, or subsidiary organization that is not a state, local
government,or Indian tribe,the Recipient must maintain written standards of conduct covering
organizational conflicts of interest.
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Term 40. Prohibition on Certain Telecommunications and Video Surveillance
Services or Equipment
As set forth in 2 CFR 200.216, recipients and subrecipients are prohibited from obligating or
expending project funds (Federal and non-Federal funds)to:
(1) Procure or obtain;
Extend or renew a contract to procure or obtain; or Enter into a contract(or extend or renew a
contract) to procure or obtain equipment, services, or systems that uses covered
telecommunications equipment or services as substantial or essential component of any system,
or as critical technology as part of any system. As described in Public Law 115-232, section
889, covered telecommunications equipment is telecommunications equipment produced by
Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities).
(i) For the purpose of public safety, security of government facilities, physical
security surveillance of critical infrastructure, and other national security purposes,
video surveillance and telecommunications equipment produced by Hytera
Communications Corporation,Hangzhou Hikvision Digital Technology Company,
or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(d) Telecommunications or video surveillance services provided by such entities
or using such equipment.
(iii) Telecommunications or video surveillance equipment or services produced or
provided by an entity that the Secretary of Defense, in consultation with the
Director of the National Intelligence or the Director of the Federal Bureau of
Investigation, reasonably believes to be an entity owned or controlled by, or
otherwise connected to, the government of a covered foreign country.
See Public Law 115-232, section 889 for additional information.
Term 41. Human Subjects Research
Research involving human subjects, biospecimens, or identifiable private information
conducted with Department of Energy (DOE) funding is subject to the requirements of DOE
Order 443.1 C,Protection ofHuman Research Subjects,45 CFR Part 46,Protection ofHuman
Subjects (subpart A which is referred to as the "Common Rule'), and 10 CFR Part 745,
Protection ofHuman Subjects.
Federal regulation and the DOE Order require review by an Institutional Review Board(IRB)
of all proposed human subjects research projects. The IRB is an interdisciplinary ethics board
responsible for ensuring that the proposed research is sound and justifies the use of human
subjects or their data;the potential risks to human subjects have been minimized;participation
is voluntary; and clear and accurate information about the study, the benefits and risks of
participating, and how individuals' data/specimens will be protected/used, is provided to
potential participants for their use in determining whether or not to participate.
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The Recipient shall provide the Federal Wide Assurance number identified in item 1 below
and the certification identified in item 2 below to DOE prior to initiation of any project that
will involve interactions with humans in some way (e.g., through surveys); analysis of their
identifiable data(e.g., demographic data and energy use over time); asking individuals to test
devices, products, or materials developed through research; and/or testing of commercially
available devices in buildings/homes in which humans will be present. Note: This list of
examples is illustrative and not all inclusive.
No DOE funded research activity involving human subjects, biospecimens, or identifiable
private information shall be conducted without:
1) A registration and a Federal Wide Assurance of compliance accepted by the Office
of Human Research Protection (OHRP) in the Department of Health and Human
Services; and
2) Certification that the research has been reviewed and approved by an Institutional
Review Board (IRB) provided for in the assurance. IRB review may be
accomplished by the awardee's institutional IRB; by the Central DOE IRB; or if
collaborating with one of the DOE national laboratories, by the DOE national
laboratory IRB.
The Recipient is responsible for ensuring all subrecipients comply and for reporting
information on the project annually to the DOE Human Subjects Research Database (HSRD)
athttps://science.osti.gov/HumanSubjects/Human-Subjects-Database/home. Note: IfaDOE
IRB is used, no end of year reporting will be needed.
Additional information on the DOE Human Subjects Research Program can be found
at: https:Hscience.osti.gov/ber/human-subjects
Term 42. Fraud,Waste and Abuse
The mission of the DOE Office of Inspector General (OIG) is to strengthen the integrity,
economy and efficiency of DOE's programs and operations including deterring and detecting
fraud, waste, abuse and mismanagement. The OIG accomplishes this mission primarily
through investigations, audits, and inspections of Department of Energy activities to include
grants, cooperative agreements, loans, and contracts. The OIG maintains a Hotline for
reporting allegations of fraud, waste, abuse, or mismanagement. To report such allegations,
please visit https://www.energy.gov/ig/ig-hotline.
Additionally, the Recipient must be cognizant of the requirements of 2 CFR § 200.113
Mandatory disclosures, which states:
The non-Federal entity or applicant for a Federal award must disclose, in a
timely manner, in writing to the Federal awarding agency or pass-through
entity all violations of Federal criminal law involving fraud, bribery, or
gratuity violations potentially affecting the Federal award. Non-Federal
entities that have received a Federal award including the term and condition
outlined in appendix XII of 2 CFR Part 200 are required to report certain
civil,
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criminal,or administrative proceedings to SAM(currently FAPIIS). Failure
to make required disclosures can result in any of the remedies described in
§ 200.339. (See also 2 CFR part 180, 31 U.S.C. 3321, and 41 U.S.C. 2313.)
Subpart D. Bipartisan Infrastructure Law(BIL)-specific requirements
Term 43. Reporting,Tracking and Segregation of Incurred Costs
BIL, funds can be used in conjunction with other funding, as necessary to complete projects,
but tracking and reporting must be separate to meet the reporting requirements of the BIL,and
related Office of Management and Budget (OMB) Guidance. The Recipient must keep
separate records for BIL, funds and must ensure those records comply with the requirements
of the BIL,. Funding provided through the BIL, that is supplemental to an existing grant or
cooperative agreement is one-time funding.
Term 44. Davis-Bacon Requirements
This award is funded under Division D of the Bipartisan Infrastructure Law (BIL). All
laborers and mechanics employed by the recipient, subrecipients, contractors or
subcontractors in the performance of construction, alteration, or repair work in excess of
$2000 on an award funded directly by or assisted in whole or in part by funds made available
under this award shall be paid wages at rates not less than those prevailing on similar projects
in the locality, as determined by the Secretary of Labor in accordance with subchapter IV of
chapter 31 of title 40, United States Code commonly referred to as the "Davis-Bacon Act"
(DBA).
Recipients shall provide written assurance acknowledging the DBA requirements for the
award or project and confirming that all of the laborers and mechanics performing
construction, alteration, or repair, through funding under the award are paid or will be paid
wages at rates not less than those prevailing on projects of a character similar in the locality as
determined by Subchapter IV of Chapter 31 of Title 40, United States Code (Davis-Bacon
Act).
The Recipient must comply with all of the Davis-Bacon Act requirements, including but not
limited to:
(1) ensuring that the wage determination(s) and appropriate Davis-Bacon
clauses and requirements are flowed down to and incorporated into any
applicable subcontracts or subrecipient awards.
(2) being responsible for compliance by any subcontractor or subrecipient
with the Davis-Bacon labor standards.
(3) receiving and reviewing certified weekly payrolls submitted by
all subcontractors and subrecipients for accuracy and to identify
potential compliance issues.
(4) maintaining original certified weekly payrolls for 3 years after the completion
of the project and must make those payrolls available to the DOE or the
Department of Labor upon request, as required by 29 CFR 5.6(a)(2).
(5) conducting payroll and job-site reviews for construction work, including
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interviews with employees,with such frequency as may be necessary to assure
compliance by its subcontractors and subrecipients and as requested or directed
by the DOE.
(6) cooperating with any authorized representative of the Department of
Labor in their inspection of records, interviews with employees, and other
actions undertaken as part of a Department of Labor investigation.
(7)posting in a prominent and accessible place the wage determination(s)
and Department of Labor Publication: WH-1321, Notice to Employees
Working on Federal or Federally Assisted Construction Projects.
(8)notifying the Contracting Officer of all labor standards issues, including all
complaints regarding incorrect payment of prevailing wages and/or fringe
benefits,received from the recipient, subrecipient, contractor, or subcontractor
employees; significant labor standards violations, as defined in 29 CFR 5.7;
disputes concerning labor standards pursuant to 29 CFR parts 4, 6, and 8 and
as defined in FAR 52.222-14; disputed labor standards determinations;
Department of Labor investigations; or legal or judicial proceedings related to
the labor standards under this Contract, a subcontract, or subrecipient award.
(9)preparing and submitting to the Contracting Officer, the Office of
Management and Budget Control Number 1910-5165, Davis Bacon Semi-
Annual Labor Compliance Report, by April 21 and October 21 of each year.
Form submittal will be administered through the iBenefits system
(https:Hdoeibenefits2.energy.gov) or its successor system.
The Recipient must undergo Davis-Bacon Act compliance training and must maintain
competency in Davis-Bacon Act compliance. The Contracting Officer will notify the
Recipient of any DOE sponsored Davis-Bacon Act compliance trainings. The Department of
Labor offers free Prevailing Wage Seminars several times a year that meet this requirement,
at https://www.dol.gov/agencies/whd/government-contracts/constriction/seminars/events.
The Department of Energy has contracted with, a third-party DBA electronic payroll
compliance software application. The Recipient must ensure the timely electronic submission
of weekly certified payrolls as part of its compliance with the Davis-Bacon Act unless a
waiver is granted to a particular contractor or subcontractor because they are unable or limited
in their ability to use or access the software.
Davis Bacon Act Electronic Certified Payroll Submission Waiver
A waiver must be granted before the award starts. The applicant does not have the right to
appeal SCEP's decision concerning a waiver request.
For additional guidance on how to comply with the Davis-Bacon provisions and clauses,
see hllps://www.dol.gov/agencies/whd/government-contracts/constriction and
https://www.dol.gov/agencies/whd/government-contracts/protections-for-workers-in-
constriction.
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Term 45. Buy American Requirement for Infrastructure Projects
A. Definitions
Components are defined as the articles, materials, or supplies
incorporated directly into the end manufactured product(s).
Construction Materials are an article, material, or supply—other
than an item primarily of iron or steel; a manufactured product;
cement and cementitious materials; aggregates such as stone, sand,
or gravel; or aggregate binding agents or additives that is used in
an infrastructure project and is or consists primarily of non-ferrous
metals, plastic and polymer-based products (including
polyvinyl chloride,composite building materials,and polymers used
in fiber optic cables), glass (including optic glass), lumber, drywall,
coatings (paints and stains), optical fiber, clay brick; composite
building materials; or enginSCEPd wood products.
Domestic Content Procurement Preference Requirement- means
a requirement that no amounts made available through a program for
federal financial assistance may be obligated for an infrastructure
project unless
(A) all iron and steel used in the project are produced in the
United States;
(B) the manufactured products used in the proj ect are produced in the
United States; or
(C) the construction materials used in the project are produced in
the United States.
Also referred to as the Buy America Requirement.
Infrastructure includes, at a minimum, the structures, facilities,
and equipment located in the United States, for: roads, highways,
and bridges; public transportation; dams, ports, harbors, and other
maritime facilities; intercity passenger and freight railroads; freight
and intermodal facilities;airports;water systems,including drinking
water and wastewater systems; electrical transmission facilities and
systems;utilities; broadband infrastructure; and buildings and real
property; and generation, transportation, and distribution of energy -
including electric vehicle (EV) charging.
The term "infrastructure" should be interpreted broadly, and the
definition provided above should be considered as illustrative and not
exhaustive.
Manufactured Products are items used for an infrastructure
project made up of components that are not primarily of iron or
steel; construction materials; cement and cementitious materials'
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aggregates such as stone, sand, or gravel; or aggregate binding
agents or additives.
Primarily of iron or steel means greater than 50% iron or steel,
measured by cost.
Project- means the construction, alteration, maintenance, or repair of
infrastructure in the United States.
Public- The Buy America Requirement does not apply to non-
public infrastructure. For purposes of this guidance, infrastructure
should be considered "public" if it is: (1) publicly owned or (2)
privately owned but utilized primarily for a public purpose.
Infrastructure should be considered to be "utilized primarily for a
public purpose" if it is privately operated on behalf of the public or
is a place of public accommodation.
B. Buy America Requirement
None of the funds provided under this award (federal share or
recipient cost-share)may be used for a project for infrastructure
unless:
1. All iron and steel used in the project is produced in
the United States this means all manufacturing
processes, from the initial melting stage through the
application of coatings, occurred in the United
States;
2. All manufactured products used in the project are
produced in the United States this means the
manufactured product was manufactured in the
United States; and the cost of the components of the
manufactured product that are mined, produced, or
manufactured in the United States is greater than 55
percent of the total cost of all components of the
manufactured product, unless another standard for
determining the minimum amount of domestic content of
the manufactured product has been established under
applicable law or regulation; and
3. All construction materials are manufactured in the
United States this means that all manufacturing
processes for the construction material occurred in the
United States.
The Buy America Requirement only applies to articles, materials,
and supplies that are consumed in, incorporated into, or
permanently affixed to an infrastructure project. As such,it does not
apply to tools, equipment, and supplies, such as temporary
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scaffolding, brought into the construction site and removed at or
before the completion of the infrastructure project. Nor does a Buy
America Requirement apply to equipment and furnishings, such as
movable chairs, desks, and portable computer equipment, that are
used at or within the finished infrastructure project but are not an
integral part of the structure or permanently affixed to the
infrastructure project.
Recipients are responsible for administering their award in
accordance with the terms and conditions, including the Buy
America Requirement. The recipient must ensure that the Buy
America Requirement flows down to all subawards and that the
subawardees and subrecipients comply with the Buy America
Requirement. The Buy America Requirement term and condition
must be included all sub-awards, contracts, subcontracts, and
purchase orders for work performed under the infrastructure project.
C. Certification of Compliance
The Recipient must certify or provide equivalent documentation for
proof of compliance that a good faith effort was made to solicit bids
for domestic products used in the infrastructure project under this
Award.
The Recipient must also maintain certifications or equivalent
documentation forproof of compliance thatthose articles,materials,
and supplies that are consumed in, incorporated into, affixed to, or
otherwise used in the infrastructure project,not covered by a waiver
or exemption, are produced in the United States. The certification
or proof of compliance must be provided by the suppliers or
manufacturers of the iron, steel, manufactured products and
construction materials and flow up from all subawardees,
contractors and vendors to the Recipient. The Recipient must keep
these certifications with the award/project files and be able to
produce them upon request from DOE, auditors or Office of
Inspector General.
D. Waivers
When necessary, the Recipient may apply for, and DOE may grant, a
waiver from the Buy America Requirement. Requests to waive the
application of the Buy America Requirement must be in writing to the
Contracting Officer. Waiver requests are subject to review by DOE
and the Office of Management and Budget, as well as a public
comment period of no less than 15 calendar days.
Waivers must be based on one of the following justifications:
1. Public Interest- Applying the Buy America Requirement
would be inconsistent with the public interest;
2. Non-Availability- The types of iron, steel, manufactured
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products, or construction materials are not produced in the
United States in sufficient and reasonably available
quantities or of a satisfactory quality; or
3. Unreasonable Cost- The inclusion of iron, steel,
manufactured products, or construction materials produced
in the United States will increase the cost of the overall
project by more than 25 percent.
Requests to waive the Buy America Requirement must include the
following:
• Waiver type (Public Interest, Non-Availability, or
Unreasonable Cost);
• Recipient name and Unique Entity Identifier(UEI);
• Award information (Federal Award Identification
Number, Assistance Listing number);
• A brief description of the project, its location, and the
specific infrastructure involved;
• Total estimated project cost, with estimated federal share
and recipient cost share breakdowns;
• Total estimated infrastructure costs, with estimated
federal share and recipient cost share breakdowns;
• List and description of iron or steel item(s), manufactured
goods, and/or construction material(s)the recipient seeks to
waive from the Buy America Preference, including name,
cost,
quantity(ies), country(ies) of origin, and relevant Product
Service Codes (PSC) and North American Industry
Classification System (NAILS) codes for each;
• A detailed justification as to how the non-domestic
item(s) is/are essential the project;
• A certification that the recipient made a good faith effort to
solicit bids for domestic products supported by terms
included in requests for proposals, contracts, and non-
proprietary communications with potential suppliers;
• A justification statement—based on one of the applicable
justifications outlined above—as to why the listed items
cannot be procured domestically, including the due
diligence performed (e.g., market research, industry
outreach, cost analysis, cost-benefit analysis) by the
recipient to attempt to avoid the need for a waiver. This
justification may cite, if applicable, the absence of any
Buy America-compliant bids received for domestic
products in response to a solicitation; and
• Anticipated impact to the project if no waiver is issued.
The Recipient should consider using the following principles as
minimum requirements contained in their waiver request:
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• Time-limited: Consider a waiver constrained principally by
a length of time, rather than by the specific project/award to
which it applies. Waivers of this type may be appropriate,for
example,when an item that is "non-available"is widely used
in the project. When requesting such a waiver, the Recipient
should identify a reasonable, definite time frame (e.g., no
more than one to two years) designed so that the waiver is
• reviewed to ensure the condition for the waiver ("non-
availability") has not changed (e.g., domestic supplies have
become more available).
• Targeted: Waiver requests should apply only to the
item(s), product(s), or material(s) or category(ies) of
item(s), product(s), or material(s) as necessary and
justified. Waivers should not be overly broad as this will
undermine domestic preference policies.
• Conditional: The Recipient may request a waiver with
specific conditions that support the policies of IIJA/BABA
and Executive Order 14017
DOE may request, and the Recipient must provide, additional
information for consideration of this wavier. DOE may reject or grant
waivers in whole or in part depending on its review, analysis, and/or
feedback from OMB or the public. DOES final determination
regarding approval or rejection of the waiver request may not be
appealed.
Waiver requests may take up to 90 calendar days to process.
Term 46. Affirmative Action and Pay Transparency Requirements
All federally assisted construction contracts exceeding $10,000 annually will be subjectto the
requirements of Executive Order 11246:
(1) Recipients, subrecipients, and contractors are prohibited from
discriminating in employment decisions on the basis of race, color,
religion, sex, sexual orientation, gender identity or national origin.
(2)Recipients and Contractors are required to take affirmative action
to ensure that equal opportunity is provided in all aspects of their
employment. This includes flowing down the appropriate language to
all subrecipients, contractors and subcontractors.
(3)Recipients, subrecipients, contractors and subcontractors are
prohibited from taking adverse employment actions against applicants
and employees for asking about,discussing, or sharing information about
their pay or, under certain circumstances, the pay of their co-workers.
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The Department of Labor's (DOL) Office of Federal Contractor Compliance Programs
(OFCCP)uses a neutral process to schedule contractors for compliance evaluations. OFCCP's
Technical Assistance Guide should be consulted to gain an understanding of the requirements
and possible actions the recipients, subrecipients, contractors and subcontractors must take.
Term 47. Potentially Duplicative Funding Notice
If the Recipient or subrecipients have or receive any other award of federal funds for activities
that potentially overlap with the activities funded under this Award, the Recipient must
promptly notify DOE in writing of the potential overlap and state whether project funds (i.e.,
recipient cost share and federal funds) from any of those other federal awards have been, are
being, or are to be used (in whole or in part) for one or more of the identical cost items under
this Award. If there are identical cost items, the Recipient must promptly notify the DOE
2 See OFCCP's Technical Assistance Guide at:
htt s://www.dol. ov/sites/dol ov/files/ofcc /Constriction/files/ConstrLictionTAG. df'?msclkid=9e397
C106C4011 Jec
9d8e6fecb6c710ec
Also see the National Policy Assurances http://www.nsf.gov/awards/managing/rtc.jsp
Contracting Officer in writing of the potential duplication and eliminate any inappropriate
duplication of funding.
Term 48. Transparency of Foreign Connections
During the term of the Award, the Recipient must notify the DOE Contracting Officer within
fifteen (15) business days of learning of the following circumstances in relation to the Recipient or
subrecipients:
1. The existence of any joint venture or subsidiary that is based in,funded by, or has
a foreign affiliation with any foreign country of risk;
2. Any current or pending contractual or financial obligation or other agreement
specific to a business arrangement, or joint venture-like arrangement with an
enterprise owned by a country of risk or foreign entity based in a country of
risk;
3. Any current or pending change in ownership structure of the Recipient
or subrecipients that increases foreign ownership related to a country of
risk;
4. Any current or pending venture capital or institutional investment by an entity that
has a general partner or individual holding a leadership role in such entity who has
a foreign affiliation with any foreign country of risk;
5. Any current or pending technology licensing or intellectual property sales
to a foreign country of risk; and
6. Any current or pending foreign business entity, offshore entity, or entity outside
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the United States related to the Recipient or subrecipient.
Term 49.Foreign Collaboration Considerations
a. Consideration of new collaborations with foreign organizations and governments.
The Recipient must provide DOE with advanced written notification of any
potential collaboration with foreign entities, organizations or governments in
connection with its DOE-funded award scope. The Recipient must await further
guidance from DOE prior to contacting the proposed foreign entity, organization
or government regarding the potential collaboration or negotiating the terms of
any potential agreement.
b. Existing collaborations with foreign entities, organizations and governments. The
Recipient must provide DOE with a written list of all existing foreign
collaborations in which has entered in connection with its DOE-funded award
scope.
Description of collaborations that should be reported: In general, a collaboration will involve
some provision of a thing of value to, or from,the Recipient. A thing of value includes but may
not be limited to all resources made available to, or from, the recipient in support of and/or
related to the Award, regardless of whether or not they have monetary value. Things of value
also may include in-kind contributions (such as office/laboratory space, data, equipment,
supplies, employees, students). In-kind contributions not intended for direct use on the Award
but resulting in provision of a thing of value from or to the Award must also be reported.
Collaborations do not include routine workshops, conferences, use of the Recipient's services
and facilities by foreign investigators resulting from its standard published process for
evaluating requests for access, or the routine use of foreign facilities by awardee staff in
accordance with the Recipient's standard policies and procedures.
END OF EXHIBIT C
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City of Ashland Grant Agreement#24-040 Page 55 of 59
Agreement#24-040
EXHIBIT D
INSURANCE REQUIREMENTS
(May vary depending on specific Project Description)
INSURANCE REQUIREMENTS
Recipient shall obtain at Recipient's expense the insurance specified in this Exhibit prior to performing
under this Agreement. Recipient shall maintain such insurance it in full force and at its own expense
throughout the duration of this Agreement, as required by any extended reporting period, and all warranty
periods that apply. Recipient shall obtain the following insurance from insurance companies or entities that
are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are
acceptable to Agency. All coverage must be primary and non-contributory with any other insurance and
self-insurance with the exception of Professional Liability and Workers' Compensation.Recipient shall pay
for all deductibles, self-insured retention, and self-insurance,if any.
If Recipient maintains broader coverage and/or higher limits than the Agency requires or limits shown in
this insurance requirement exhibit, Agency shall be entitled to the broader coverage and/or higher limits
maintained by Recipient.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
All employers,including Recipient,that employ subject workers, as defined in ORS 656.027, shall comply
with ORS 656.017,and provide Workers' Compensation Insurance coverage for those workers,unless they
meet the requirement for an exemption under ORS 656.126(2). If Recipient is a subject employer, as
defined in ORS 656.023, Recipient shall also obtain Employers' Liability Insurance coverage with limits
not less than $1,000,000 each accident.
If Recipient is an employer subject to any other state's workers' compensation law,Recipient shall provide
Workers' Compensation Insurance coverage for its employees as required by applicable workers'
compensation laws including Employers' Liability Insurance coverage with limits not less than$1,000,000.
As applicable, Recipient shall obtain coverage to discharge all responsibilities and liabilities that arise out
of or relate to the Jones Act with limits of no less than $5,000,000 and/or the Longshoremen's and Harbor
Workers' Compensation Act.
Recipient shall require and ensure that each of its subcontractors complies with these requirements.
COMMERCIAL GENERAL LIABILITY
Recipient t shall provide Commercial General Liability Insurance covering bodily injury and property
damage written on an ISO CG 00 01 10 01 (or equivalent). This insurance must include personal and
advertising injury liability, products and completed operations, contractual liability coverage for the
indemnity provided under this Agreement and must have no limitation of coverage to designated premises,
project, or operation. Coverage shall be written on an occurrence basis in an amount of not less than
$2,000,000 per occurrence and not less than $2,000,000 annual aggregate.
AUTOMOBILE LIABILITY
Recipient shall provide Automobile Liability Insurance covering Recipient's business use including
coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than
$1,000,000 for bodily injury and property damage. This coverage may be written in combination with the
Commercial General Liability Insurance (with separate limits for Commercial General Liability and
Automobile Liability).
City of Ashland Grant Agreement#24-040 Page 56 of 59
Agreement#24-040
RECIPIENT'S PROFESSIONAL LIABILITY
Recipient shall provide Professional Liability insurance covering any damages caused by an error,omission
or any negligent acts related to the work, including design services, to be provided under this Agreement
by the Recipient and Recipient's subcontractors, agents, officers, or employees in an amount not less than
$1,000,000 per claim and not less than $2,000,000 annual aggregate. If coverage is provided on a claims
made basis, the retroactive date of the policy must be prior to the inception of the work and an extended
reporting period equal to the statute of ultimate repose must be included in the Professional Liability
insurance coverage.
EXCESS/UMBRELLA INSURANCE
Excess/Umbrella insurance coverage in the sum of $2,000,000 shall be provided and will apply over all
liability policies,without exception,including but not limited to Commercial General Liability,Automobile
Liability, and Employers' Liability coverage. The amounts of insurance for the insurance required under
this Contract,including this Excess/Umbrella insurance requirement,may be met by the Recipient obtaining
coverage for the limits specified under each type of required insurance or by any combination of underlying,
Excess and Umbrella limits so long as the total amount of insurance is not less than the limits specified for
each type of required insurance added to the limit for this Excess/Umbrella insurance requirement.
If Excess/Umbrella insurance is used to meet the minimum insurance requirement, the Certificate of
Insurance must include a list of all policies that fall under the Excess/Umbrella insurance.
WAIVER OF SUBROGATION
Recipient grants to Agency a waiver of any right to subrogation that the Recipient or its insurers may acquire
against the Agency by virtue of the payment of any loss under any Workers' Compensation, Commercial
General Liability, Automobile Liability and Excess/Umbrella insurance required under this Agreement.
Recipient agrees to obtain from their insurer(s) any endorsements necessary to affect this waiver of
subrogation.
ADDITIONAL INSURED
All liability insurance, except for Workers' Compensation and Professional Liability and Directors and
Officers Liability (if applicable), required under this Agreement must include the State of Oregon, it's
officers, employees, and agents as Additional Insureds, including additional insured status with respect to
liability arising out of ongoing operations and completed operations, but only with respect to Recipient's
activities to be performed under this Agreement. Coverage must be primary and non-contributory with any
other insurance and self-insurance.
For Commercial General Liability,the Additional Insured endorsement with respect to liability arising out
of Recipient's ongoing operations must be on or at least as broad as ISO Form CG 20 10 07 04 or equivalent
and the Additional Insured endorsement with respect to completed operations must be on or at least as broad
as ISO form CG 20 37 07 04 or equivalent.
CONTINUOUS CLAIMS MADE COVERAGE:
If any of the required liability insurance provided is on a claims made basis and does not include an extended
reporting period of at least 24 months, then Recipient shall maintain continuous claims made liability
coverage,provided the effective date of the continuous claims made coverage is on or before the effective
date of the Agreement, for a minimum of 24 months following the later of:
(1) Recipient's completion and Agency's acceptance of all Services/Work required under the
Agreement, or
(ii) Agency or Recipient termination of this Contract, or
(iii) The expiration of all warranty periods provided under this Agreement.
City of Ashland Grant Agreement#24-040 Page 57 of 59
Agreement#24-040
CERTIFICATE(S) AND PROOF OF INSURANCE
Recipient shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering
any Goods and performing any Services/Work required under this Agreement. The Certificate(s) of
Insurance must include all required endorsements or copies of the applicable policy language affecting
coverage required by this Agreement. The Certificate(s) of Insurance must list the State of Oregon, its
officers, employees, and agents as a Certificate holder and as an endorsed Additional Insured. The
Certificate(s) of Insurance must also verify a waiver of subrogation provision in favor of the Agency is
included in the Workers' Compensation, Commercial General Liability, Automobile Liability, and
Excess/Umbrella policies. If a Recipient Pollution Liability coverage requirement includes an Asbestos
Liability and/or Lead Liability endorsement(s), copies of the endorsement(s) must be provided with the
Certificate(s) of Insurance. If the Recipient is transporting any hazardous material under this Agreement,
copies of endorsements CA 99 48 or equivalent and MCS-90 (if applicable) must be included. If
Excess/Umbrella insurance is used to meet the minimum insurance requirement,the Certificate of Insurance
must include a list of all policies that fall under the Excess/Umbrella insurance. As proof of insurance
Agency has the right to request copies of insurance policies and endorsements relating to the insurance
requirements in this Agreement.
NOTICE OF CHANGE OR CANCELLATION
The Recipient or its insurer must provide at least 30 days' written notice to Agency before cancellation of,
material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance
coverage(s).
INSURANCE REQUIREMENT REVIEW
Recipient agrees to periodic review of insurance requirements by Agency under this agreement and to
provide updated requirements as mutually agreed upon by Recipient and Agency.
STATE ACCEPTANCE
All insurance providers are subject to Agency acceptance. If requested by Agency, Recipient shall provide
complete copies of insurance policies, endorsements, self-insurance documents and related insurance
documents to Agency's representatives responsible for verification of the insurance coverages required
under this Exhibit.
END OF EXHIBIT D
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City of Ashland Grant Agreement#24-040 Page 58 of 59
Agreement#24-040
EXHIBIT E
ADMINISTRATIVE SUMMARY
Project Manager:
Add ress:
Telephone:
Email:
Contracts Officer:
Add ress:
Telephone:
Email:
AGENCY'S CONTACT INFORMATION:
Project Manager: Roger Kainu
Address: 550 Capitol Street N.E. Salem,
Oregon 97301
Telephone: 5 03-5 80-74 69
Email: Roger.Kainu@Energy.Oregon.Gov
Contracts Officer: P.Gail Sullivan
Address: 550 Capitol St. NE Salem, OR
97301
Telephone: 971-240-1657
Fax:
Email: gail.sullivan@energy.oregon.gov
Accounts Payable: Mike Grady
Address: 550 Capitol St. NE Salem, OR
97301
Telephone: 503-400-1439
Fax:
Email: Michael.grady@energy.oregon.gov
END OF EXHIBIT E
City of Ashland Grant Agreement#24-040 Page 59 of S9
Signature:
Email: gail.sullivan@energy.oregon.gov