HomeMy WebLinkAbout2010-112 Agrmt Nature Conservancy - MSA AFR
~
The Nature ~}
Conservancy ~
Protecting nature. Preserving life:
Subaward Number: I ORFO-03-31-10-02eh
Accounting Information
Cost Center Name: USFS - ARRA AFR Projecl
Cost Center Number: 1370243953
CFDA Number: ARRA-IO.688
U.S. Gov't -
Source offunds: U.S. Gov't ARRA
Multi-lateral
This Agreement is dated as of June 23,2010, and is between The Nature Conservancy. a District of Columbia non-profil
corporation ("TNC"), acting through its:
Conservancy Office/Department:
Address:
Name and Title of Conlact:
Telephone Number:
Oregon Field Office
821 SE 14'" Ave Portland. OR 97214
Darren Borgias, SW Oregon Program Manager
541.770.7933 .
and the following entity ("Awardee"):
Name of Awardee:
Address:
City of Ashland, Oregon
20 East Main Street
Ashland, OR 97520
Name and Title of Contact:
Telephone Number:
DUNS/CCR Number:
541.488.6002
TNC and Awardee. each of which is sometimes referred to in this Agreement as a "Party", agree as follows:
1. Backl!round and Prime Award. TNC and Awardee have previously entered into that certain Master Stewardship
Agreement No. 10-SA-lI061001-031 (the "MSA"), together with the United States Forest Service (the "Prime Funder")
and the Lomakatsi Restoration Project, an Oregon non-profit corporation ("LRP"), as well as that certain Supplemental
Project Agreement No. 1O-SA-11060489-077 (the "SPA"), entered into by Ihe same parties under the terms of the MSA,
both of which were with respect to the implementation of hazardous fuels reduction and restoration activities within the
Ashland, Oregon, watershed, in what is commonly known as the Ashland Forest Resiliency Stewardship Project (the
"Project"). As used herein, the term "Prime Award" shall refer 10 the MSA. as supplemented by the SPA. The foregoing
provisions notwithstanding, neither the Prime Funder nor LRP is a party to this Agreement, and neither of them shall have
any obligation to Awardee under this Agreement.
2. Subaward and BuMe!. Under the terms of the Prime Award, the Prime Funder is to disburse funds for the Project to
TNC, some of which TNC is then to subaward to Awardee and to LRP, and this Agreement shall govern the subaward to
Awardee (the "Subaward"). TNC hereby makes the Subaward to Awardee, as follows:
(a) The Subaward shall be in an amount not to exceed $1,862,632, 10 be paid out of the funds provided 10 TNC under
the Prime Award. and to be disbursed in accordance with the budget which is attached hereto as Attachment A (the
"Budget") and the cOSl allowability requirements in 2 CFR Part 225. which are incorporated herein by this reference. TNC
shall nol be obligated to reimburse Awardee for any amounls not shown in the Budgel. bul Awardee is authorized to
reallocate funds between cost categories shown in the Budget. up to a cumulative change not exceeding 10% of the lolal
amount of the Subaward. Revisions in excess of this limit shall require prior written permission trom TNC. TNC's Project
Manager and Granls Specialist for the Subaward (identified below in this Agreement) must be informed in writing of all
reallocations.
(b) As reflected in the Budget. Awardee shall also provide a lotal of $212,988 in cash or in-kind match for the Project.
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(c) The Subaward and the application of the funds provided under the Subaward (the "Subaward Funds") shall be
subject to all applicable terms of the Prime Award, a~d that TNC shall have no obligation to disburse funds to Awardee
under this Agreement, except to the extent that corresponding funds are actually been disbursed to TNC under the Prime
A ward for that purpose.
(d) None of the Subaward Funds may be used as match to other U.S. Federal financial assistance.
3. Term of Subaward. The funds which are to be made available to Awardee under this Agreemenl (shall be available
for a term (the "Award Term") beginning on June 23, 2010 and ending on June 30, 2012 (the "Expiration Date"). unless
the Award Term is extended by an amendment to this Agreement or is terminated early in accordance with the provisions
of this Agreement. Awardee may, however, apply against the Subaward costs properly incurred for the Project starting
March 15,2010, subjecllo all applicable terms of this Agreement.
4. Use of Sub award Funds. The purpose of the Subaward is 10 fund Awardee's work on the Projecl as described in the
Prime A ward and such additional plans as may be created pursuant to the Prime A ward and/or this Agreement, and the
Subaward Funds may only be used for Ihat purpose. If any of the activities are to be performed on land owned by neilher
Awardee nor TNC. Awardee shall be responsible for obtaining the landowner's prior permission before entering upon such
land.
5. Renorts. Awardee shall submit financial report(s) and programmatic report(s) under this Agreement as follows:
(a) Narrative Technical Reoorts. Awardee shall submit narrative technical reports, in accordance with the schedule
set out below, on the progress achieved to date toward accomplishment of specific objectives. Each such report (a
"Technical Report") shall include Ihe following information:
. AClivities undertaken under the projecl
. Problems experienced/changes anticipated
. Reports on any specific project activity including:
o Attendance lists
o Agenda and materials distributed
. Findings/Conclusions
. Description of activities anticipated during the next reporting period
(b) Financial Reoorts. Awardee shall submit financial reports, in accordance with the schedule set out below, using
the report format which is attached herelo as Attachment B (as it may be updated from time to time by TNC). Each such
report (a "Financial Report") shall include detail on actual costs for the subject period and project-lo-dale, which should
be compared 10 the budget.
(c) Final Technical Report. Awardee shall submit a final Technical Report summarizing the key activilies and
accomplishments throughout the Project period. The final Technical Report shall include a summary of the successes
and/or failures involved in Awardee's work on the Projecl; a general description oflhe program activilies. a description of
the methods of work used, and comments and recommendations regarding any unfinished work, program continuation, and
direction. Copies of any publicalions by Awardee concerning the work done on the Project (in each case, a "Published
Material") not previously provided 10 TNC shall accompany the final Technical Report.
(d) Final Financial Report. Awardee shall submit a final Financial Report, using the approved report format, which
outlines how the Subaward Funds and matching funds were used.
(e) Report Schedule. The reports required above shall be submitted in accordance with the following schedule:
orts
(I) Addilional Requirements. All of Ihe Technical Reports (including the final Technical Report) and Published
Materials shall be signed by Awardee's Project Manager and submitted to TNC's Project Manager at the address specified
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below in this Agreement. All Financial Reports Cincluding the final Financial Report) shall be signed by Awardee's Project
Manager and submitted 10 TNe's Oranls Specialist for the Project al the address specified below in this Agreement.
6. Disbursements. Awardee shall separately account for payments received under this Subaward in its accounting
records.' Disbursements shall be made to A wardee no more frequently than quarterly, based upon receipt of a complete and
accurate Financial Report for the applicable period, representing actual expenses, cash balance, and projected expenses,
using a SF-269 andlor Awardee's standard invoice format. Payments will be sent to Awardee in the fonn of a check
payable to Awardee. A completed W -9 must be submitted with the first request for payment to Awardee.
7. Interest. Interest amounts earned on Subaward Funds of up to $250 per year may be retained by Awardee for
administrative expenses. Interest amounts including and exceeding $250 must.be either: Ca) added to Subaward Funds and
used to further eligible projecl activilies, or Cb) deducled from the total Subaward in determining the net amount of the
Subaward. Option Ca) shall apply automatically unless there are no additional approved Project expenses, in which case
oplion Cb) shall apply.
8. Proiect Manat!ers and Administrative ReDresentatives. The Project Managers and other administrative or financial
representatives of Ihe Parties with respect to this Agreement and the Subaward shall be as follows:
Ca) TNe's Reoresentatives: For TNC. each of the following persons shall each have the duties assigned 10 himlher
below, in each case until and unless a successor is named by TNC by means of written notice of such change which is given
to Awardee:
Name:
Title:
Address:
Phone:
Email:
Name:
Title:
Address:
Phone:
Email:
Darren Borgias
Proj eel Manager
33 North Central Avenue, Suile 405
Medford, OR 97501
541.770.7933
dborgias@tnc.om:
Name:
Title:
Address:
Eric Hunter
Grants Specialist
821 SE 14'h Ave
Portland, OR 97214
503.802.8173
ehunler@tnc.org
Phone:
Email:
Mark SIem
Director - Klamath Basin Program
821 SE 14th Ave
Portland, OR 97214
503.802.8100
mstem@tnc.org
Cb) Awardee's Reoresenlatives: For Awardee. each of the following persons shan each have the duties assigned to
himlher below, in each case until and unless a successor is named by Awardee by means of written notice of such change
. which is given to TNC:
Name: John Karns Name: Lee Tuneberg
Title: Project Manager Title: Financial Representative
Address: 455 Siskiyou Blvd. Address: 20 Easl Main St.
Ashland, OR 97520 Ashland, OR 97520
Phone: 541-482-2770 Phone: 541-488-5300
Email: kamsj@ashland.or.us Email: tuneberl@ashland.or.us
Name: Chris Chambers Name: Martha Bennett
Title: Technical Represenlative Title: Administrative Representative
Address: 455 Siskiyou Blvd. Address: 20 East Main SI.
Ashland. OR 97520 Ashland. OR 97520
Phone: 541-482-2770 Phone: 541-552-2100
Email: chamberc@ashland.or.us Email: bennettm@ashland.or.us
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9. Title to and Use of Eauioment and SUDolies. Except to the extent (if any) otherwise provided in the Prime Award
(in which case the terms of the Prime Award shall control). title to any equipment and/or supplies purchased wilh Subaward
Funds vest in Awardee during the Subaward Tenn, but TNC and each Prime Funder shall have a free. irrevocable license to
use such equipment and/or supplies during that time period to the extent anticipated either in this Agreement or the in the
Prime A ward. The ultimale disposition of all such equipment and supplies shall be resolved by Awardee with TNC's
Grants Specialisl designated above in Ihis Agreement, and shall be governed by the applicable lerms of the Prime A ward
and/or other applicable laws, as appropriale.
10. Title to and Use of Work Products and Data. Except to the extent (if any) olherwise provided in the Prime Award
(in which case the terms of the Prime Award shall control), title to any and all reports, writings, samples, biological
samples. studies, photographs (including all negatives), drawings, calculations, designs, diagrams, maps, surveys. data,
database records, computer programs, andlor other written, graphic, pictorial, or digital works, documents, or other items
create. produced, or developed by Awardee using Subaward Funds (collectively, along with all supporting data and
material, the "Work Product") shall vest in Awardee, but Awardee hereby grants to TNC and to each Prime Funder an
irrevocable, non-exclusive, royalty-free, perpetual license to use, reuse, print, reprint, publish, republish, reproduce, or
otherwise disseminate or distribute all or any portion of the Work Product. as well as analyses thereof, extracls therefrom.
and/or the data contained therein, in or via any report, map, pamphlet, brochure, book, magazine, film, video, software, web
site, or other fo~ of print, audio, visual, multimedia, computer, digital, or other media or form of production or
dissemination (whether owned wholly or partially by TNC or any such Prime Funder). whether alone or in conjunction with
other material, and whether or not in conjunction with co-authors or conservation partners, and to authorize such
conservation partners and other researchers and writers to do the same on a royalty-free basis, all as TNC or the Prime
Funder may deem appropriate from time to time in furthering its mission; in each case without any need to notify Awardee
or obtain any form of permission or consent from Awardee.. Awardee shall provide TNC and each Prime Funder with
complete copies of the Work Product.
11. Accounts. Audits and Records. Awardee agrees to maintain books, records, documents and other evidence pertaining
to all costs and expenses incurred and revenues acquired using Subaward Funds (collectively "Records") 10 the extent and
in such detail as will properly reflect all costs and expenses for which reimbursement is claimed. Unless extended by TNC,
Ihese records shall be maintained for a period of Ihree years after Ihe final financial report is submitted and approved by
TNC. NOlwithstanding the foregoing, Awardee agrees to mainlain all Records for equipment purchased with Subaward
Funds for three years after the final disposition of such equipment. Awardee shall provide timely and unrestricted access to
its books and accounts, files and other records with respect to the Project for inspection, review and audit by TNC and each
Prime Funder. and their authorized representatives. If TNC disallows any cosls claimed by Awardee related to the
Subaward. Awardee shall be responsible for reimbursing TNC for any of those costs related to Ihe work Awardee has
performed. If Awardee expends more than $500,000 in U.S. Federal funds during its fiscal year, and has a single audit
performed in accordance with OMB Circular A-133, a copy of Ihe audit must be provided within six months after the
Awardee's fiscal year-end 10 TNC's Grants Specialist specified above.
12. Safetv Provisions. Awardee agrees 10 comply with any and all safety provision conlained in Ihe Prime Award.
Without placing any limitation on the foregoing requirement, Awardee agrees to maintain a safety program with respect to
its employees and the public, and to ensure that it has expertise in and has taken appropriate actions with regard to
particular risks connected with the Project, including (but not limited to) water hazards, commercial diving, boating safety,
handling potential allergens such as poison ivy, use of chains;lws and all-terrain vehicles, handling flammable liquids or
poisons. Awardee will designate a representative for coordinating safety with TNC and shall provide the name of that
represenlalive to TNC's Project Manager specified above no later Ihan 5 days before commencing work on the Project.
13. Acknowledl!ments. Awardee agrees to acknowledge the support of TNC and each Prime Funder for the Project.
including funding contributions and sponsorship. on all information relaling to the Subaward, including (bul not limited to)
all news releases, articles, manuscripts, spe~ches, trade association proceedings, symposia.) as follows:
"This project was made possible through support provided by the United States Forest Service (USFS) and The Nature
Conservancy. under the terms of Recovery Act Master Stewardship Agreement, Supplemental Project Agreement # 10-
SA-II060489-077. The content and opinions expressed herein are those of the author(s) and do not necessarily rej/ect
the position or the policy of USFS or The Nature Conservancy. and no official endorsement should be inferred"
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14. Additional Assurances. Certifications~ and Ae:reements. By signing this Agreement, Awardee is providing the
additional assurances, certifications, and agreements which are set out in Attachment C and any attachments thereto. If
there is any material misrepresentation by Awardee with respect to any of such assurances and/or certifications, or any
failure to comply with the agreements set out therein, TNC shall have the right to cancel the Subaward and terminate this
Agreement. In the case of an intentional material misrepresentation, TNC may, at its option, recover damages from
Awardee resulting from the tenrunation. Awardee shall require that the same assurances and certifications be included in
the award documents for all further subcontracts or subawards made by Awardee using Subaward Funds (each of which is
subject to prior approval by TNC, as explained below).
15. Miscellaneous Provisions.
(a) Use of Names/Logos. Neither Party shall use the name or logo of the other Party or of any Prime Funder in any
way without prior written consent from the owner afthat name or logo, except to the extent that any of the Project work or
the deliverables called for herein or in the Prime A ward contemplates their use or inclusion.
, (b) Assignment. None of the rights or obligations of Awardee under this Agreement or wilh respect 10 the Subaward
may be assigned or delegated by Awardee in whole or in part withoullhe prior written consenl of TNC. Except to Ihe
extent (if any) set forth in the approved scope of work and the Budget, Awardee may not subcontract or subaward any
portion of the work which is being funded with Subaward Funds, in whole or in part, without the prior written consenl of
TNC. If subcontracting/subawarding is permitted, Awardee shall consult with the TNC Grants Specialisl listed above in
this Agreement to detennine which provisions of this Agreement andlor the Prime A ward must be included in the
subcontract/subaward, and Ihe proper method of Iheir inclusion.
(c) Termination. If al any time the Prime Award is lerminated, this Subaward shall also be terminated automatically
as of the lermination dale of the Prime award. Additionally. TNC shall have the right 10 terminate this Agreemenl and
cancellhe Subaward by giving written notice 10 Awardee of TNC's election to do so (a "Termination Notice") no less
than 30 calendar days prior to the lermination date. In addition, if in the judgment of TNC Awardee defaults in
performance of any of its obligations under this Agreement, whether for circumstances within or beyond the control of
Awardee, TNC may immediately terminate this Agreement and cancel the Subaward by written notice to Awardee. Upon
the giving of a Termination Notice.by TNC. Awardee shall lake all necessary action to cancel outstanding commitments
relating to the work which was to be paid from Subaward Funds. In the event of terminalion prior to the originally agreed
upon expiration of the Subaward Tenn, TNC shall pay any obligalions which were reasonably incurred by Awardee prior to
the giving of Ihe Termination Notice which are proper 10 pay from Subaward Funds, to the exlent that Ihe obligalions
involved cannot reasonably be canceled or mitigated.
(d) Liability. Awardee shall be solely responsible for, and for the payment of any and all claims with respecl to, any
loss, personal injury, death, property damage, or otherwise, arising out of any act or omission of its employees or agents in
connection with the performance of its work, whether connected to the Project or otherwise. Awardee hereby agrees to
indemnify and defend TNC and each Prime Funder against, and 10 hold TNC and each Prime Funder harmless of and from,
any and all claims, liabilities, losses, costs, damages, and other expenses of any kind or nature whatsoever (including, but
not limited to, attorneys' fees and expenses, as well as costs of suit, whether incurred at the trial, appellate, or
administrative level) which TNC or any Prime Funder may sustain, incur, or suffer, or to which TNC or any Prime Funder
may be subjected, as a result of or in connection with any work performed by Awardee or any of Awardee's employees or
agents, whether with respect to the Project or otherwise.
(e) Notices. All notices and demands of any kind which a Party may be required or may desire to serve on anolher
party in connection wilh this Agreement shall be in writing, and shall be served personally, by overnight courier, or by
regislered or certified mail, return receipt requested. Any such notice or demand served by registered or certified mail shall
be deposited in the United Stales mail, with poslage thereon fully prepaid, addressed to the party so to be served al the
address indica led below. Service of any notice or demand sent by mail or overnight courier shall be deemed 10 occur on Ihe
day of actual delivery (or attempted delivery, if delivery is refused or nol possible al the address given, provided thaI such
address is correcl pursuanllo this Agreement), as reflecled in the receipt of delivery or attempted delivery. Either party
hereto may from time to time, by notice in writing served upon the other as aforesaid, designate one substitute mailing
address and/or person to which or to whom all such notices or demands are thereafter 10 be addressed. Subject 10 such righl
to change their addresses, the parties initially designate the addresses of Iheir respective Project Managers which are set
forth above to be used for such purposes:
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(f) Due Dilil!ence. TNC may request copies of documents to ensure that Awardee meets the criteria of a non-profit or
other organization entitled to receive Subaward Funds, and that Awardee meets appropriate standards of capacity,
competence, and financial accountability. These documents may include (but are not limited to) the following (as
applicable to Awardee): "a certificate of good standing, a list of the names of all of its board members and principal officers,
copies of Awardee's bylaws and articles of incorporation, Awardee agrees to notify TNC immedialely of any change in
Awardee's corporate or tax status or operations, or if any official judicial. legislalive, or adminislrative proceeding is
instituted against Awardee that may affect Ihe commilments and obligations agreed herein.
(g) Aoolicable Law, This Agreement shall be inlerpreted, construed and governed by the laws of Ihe Slate of Oregon
and such laws of the United States as may be applicable, In the event of any litigation over the interprelation or application
of any of the terms or provisions of this Agreement, Ihe Parties agree that litigation shall be conducled in the United Slates
District Court for Oregon, that venue in such district shall be proper. and that they are subject or will make themselves
subject to personal jurisdiction in that court.
(h) Interpretation, In this Agreement. personal pronouns shall be construed as though of the gender and, number
required by Ihe contexl. the singular including the plural. the plural including the singular, and each gender including olher
genders, all as may be required by the context. Wherever in this Agreement the tenn "and/or" is used, it shall mean: "one
or the other, bOlh, anyone or more, or all" of Ihe things. events, persons or parties in conneclion wilh which the term is
used.. Any and all recitals al the beginning of Ihis Agreement are accurate and shall constitute an integral part of this
Agreement, and this Agreement shall be construed in light of those recitals. Any and all exhibits, schedules, and addenda
attached to and referred to in this Agreement are hereby incorporated into this -Agreement as fully as if set out in their
entirety herein. The headings of the various paragraphs of this Agreement are intended solely for reference purposes, and
are not intended for any purpose whatsoever to modify, explain, or place any construction on any of the provisions of this
Agreement. In the event of any discrepancy or inconsistency between or among the terms of this Agreement, the Prime
Award, or any applicable law. the discrepancy or inconsislency shall be resolved by giving precedence to the terms of Ihe
following, in the following order, it being understood thaI the terms of each of Ihe following are incorporated herein as fully
as if set out in their entirety herein:
(I) 2 CFR Part 225 located at: http://www.access.gpo.gov/nara/cfr/waisidx_07/2cfr225_07.html;
(2) Office of Management and Budget (OMB) Circular A-IIO, located at:
http://www,whitehouse,gov/omb/circulars_aIIO;
(3) OMB Circular A-133, located at: http://www,whitehouse,gov/omb/circulars_aI33;
(4) Ihe Prime Award;
(5) this Agreement. including, if applicable, subsequent amendments hereto; and
(6) any olher attachrnenls to Ihis Agreement.
(i) Agreement. The terms of this Agreement (including such terms as have been incorporated by reference herein) are
intended by the Parties as a final expression of their agreement with respect to the subject matter hereof, and may not be
contradicted by evidence of any prior or contemporaneous agreement. The Parties further inlend that this Agreement
constitute the complete and exclusive statement of its terms, and that no extrinsic evidence of any kind which contradicts
the terms of this Agreement may be introduced in any proceedings Uudicial or otherwise) involving this Agreement, except
for evidence of a subsequent written amendment to this Agreement. This Agreement may not be modified, amended or
otherwise changed in any manner, except by a written amendment executed by all of the parties hereto, or their successors
in interest. This Agreement may be executed in multiple counterparts, and each execule<! counterpart' of this Agreement
shall be deemed an original for all purposes. despile the fact Ihal not all of Ihe parties are signalories to the same,
counterpart.
In witness whereof, the undersigned have executed this Agreement as of the date first above written.
Name:
Title:
:eK.'I
By:
The Nature Conservancy,
a District of Columbia non-profit corporation
By:
!{1UtW
Name:
Title:
Page 6 of 12
Attachments
o Attachment A:
o Attachment B:
o Attachment C:
Budgel
Financial Reporting Form
Additional Assurances, Certifications, and Agreements
Page7of12
Attachment A
Budget
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Attachment B
Financial Reporting Form
Attachment C
Additional Assurances, Certifications, and Agreements
I. Non-Discrimination. To the extent that such laws apply to Awardee. Awardee agrees to abide by U.S. laws with regard
to non-discrimination against U.S. citizens or legal residents employed using Subaward Funds on the basis of race, color,
religion, national origin, handicap or age.
2. Debarment. Suspension. and Other Respopsibilitv Matters. Awardee certifies to the best ofils knowledge and belief
that it is pot presently and will not be debarred, suspended, or proposed for debarment or declared ineligible for Ihe award of
subcontracts, by any U.S. Government agency, in accordance with federal regulations (53 Fed.Reg. 19161-19211) or has been
so within the preceding three year period. In that connection, Awardee certifies to the best of its knowledge and belief, that it
and its principals:
(a) are not presently debarred, suspended, proposed for debarment. declared ineligible, or voluntarily excluded from
covered transactions by any Federal departmenl or agency;
(b) have not within a Ihree-year period preceding Ihis proposal been convicted of or had a civil judgment rendered against
them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or perfonning a public
(Federal, State, or local) transaction 'or contract under a public transaction; violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property; .
(c) are not presently indicled for or otherwise criminally or civilly charged by a g~vernmental entity (Federal, State, or
local) with commission of any of the offenses enumeraled in paragraph Ib of this certification; and
. '
(d) have not within a Ihree-year period preceding this application/proposal had one or more public transactions (Federal,
State. or local) terminated for cause or default.
Where Awardee is unable to certify to any of the statements in this certification. Awardee shall provide to TNC a written
explanation prior to signing this Agreement. Awardee further certifies that it will not become debarred, suspended or proposed
for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency
during the Subaward Term, and thaI it will not engage or contract for work under this Subaward with any such debarred or
ineligible parties.
3. Comnliance with Laws. Awardee represents, warrants, and agrees that, in connection with the transactions contemplated
by this Agreement: (a) Awardee can lawfully work in Ihe United States; (b) Awardee shall obtain, al its own expense (except
to the extent otherwise explicitly stated in this Agreement) any permits or licenses required for the work to be done using
Subaward Funds; and (c) Awardee shall comply wilh all slatutes, laws. ordinances, rules. regulalions, court orders, and other
governmental requirements of the United States, the State of Oregon, and any other jurisdiction(s) in which Awardee is
organized or authorized to do business, including but not limited to any applicable anti-bribery statutes, which are applicable to
the work to be done by Awardee under this Award (in each case, an "Applicable Law"), and that Awardee shall not lake any
actions Ihal might cause TNC to be in violation of any of such Applicable Laws.
4. Lobbvinl! with Federal Funds Certification. Awardee certifies, to the best of Awardee's knowledge and belief that:
(a) no U.S. Federal appropriated funds have been paid or will be paid, by Awardee or on behalf of Awardee, to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with the awarding of any U.S. Federal contract,
the making of any U.S. Federal granl. Ihe making of any U.S. Federal loan, the enlering into of any cooperative agreement, and
the extension, continuation, renewal, amendment, or modification of any U.S. Federal contract, grant, loan, or cooperative
agreement; and
(b) ifany funds other Ihan U.S. Federal approprialed funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection the underlying U.S. Federal award. Awardee shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered
into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.
5. Other Certifications. Awardee certifies thaI Awardee shall not:
. (a) attempt 10 influence legislation or support lobbying within Ihe meaning of Section 501(c)(3) of the U.s. Internal
Revenue Code using any of Ihe funds granted by TNC; or
(b) use any portion of the Subaward Funds to participate or intervene in any political .campaign on behalf of or in
opposition to any candidate for public office, to cause any private benefit to occur, or to take any other action inconsistent with
Seclion 501(c)(3) oflhe U.S. Inlemal Revenue Code.
6. Provisions ReQuired bv the American Recoverv and Reinvestment Act. Awardee acknowledges its understanding that
the Prime A ward was made under. and thus the Subaward Funds are 10 be made available pursuant to, the American Recovery
and Reinvestment Act ("ARRA"), and that Ihe following ARRA-related provisions shall thus be applicable 10 the Subaward
and this Agreement:
(a) By June IS. September IS. December 15, and March 15 of each year, Awardee shall report the following for the prior
three months:
(I) Ihe number ofrrew hires and exisling employees (in FTEs) paid with ARRA funds, reported by NAICS code, for
the reporting period and project-to-date;
(2) the lotal amount of ARRA funds received, for the reporting period and project-to-date;
(3) the lotal amount of ARRA funds expended or obligated, for the reporting period and project-Io-date; and
(4) a list of activities paid for with ARRA funds including. name, description, and completion status.
(b) Awardee shall segregate in its accounting records all ARRA funds received under this Subaward.
(c) If Awardee is covered by the Single Audit Acl Amendmenls of 1996 and OMB Circular A-133. "Audils of SIales,
Local Govemmenls, and Non-Profit Organizations," Awardee agrees to separalely identify the expenditures for Federal awards
under ARRA on the Schedule of Expenditures of Federal Awards (SEFA) and the Data Collection Form (SF-SAC) required by
OMB .Circular A-133. This shall be accomplished by identifying expenditures for Federal awards made under ARRA
separately on the SEF A, and as separate rows under Item 9 of Part III on the SFSAC by CFDA number, and inclusion of Ihe
prefix "ARRA-" in idenlifying the name of the Federal program on Ihe SEFA and as Ihe first characters in Item 9d of Part 1II
on the SF-SAC.
(d) As a subrecipienl of ARRA funds, Awardee is required to obtain a DUNS number (or updale an existing DUNS
record), and to register with the Central Contractor Registration (CCR) no laler than Ihe first submission of ils quarterly report
to TNC. Awardee must maintain its registration in the Central Contraclor Registration (www.ccr.gov) at all limes during
which they have active federal awards funded with ARRA funds.
(e) Any ARRA funding provided under this Agreement is one-time funding.
(I) Awardee may nol use any ARRA funds for the construction, alteration, maintenance, or repair of a public building or
public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United Stales. Any
request for a waiver must be made to TNC before using ARRA funds for non-US produced iron, steel, and manufactured
goods.
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(g) Awardee shall promptly refer to an appropriale inspector general any credible evidence thaI a principal, employee,
agent, contractor, subgrantee, subcontractor, or other person has submitted a false claim under the False Claims Act or has
committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct
involving ARRA funds., and the following provisions shall be applicable:
(I) An employee may not be discharged. demoled, or olherwise discriminated against as a reprisal for disclosing, 10 the
ARRA Board, an inspector general, the Comptroller General, a member of Congress, a State or Federal regulatory or law
enforcement agency, a person with supervisory authority over the employee (or such other person working for the
employer who has the authority to investigate, discov~r, or tenninate misconduct), a court or grand jury, the head of a
Federal agency, or their representatives, information that the employee reasonably believes is evidence of
(A) gross mismanagement of a contract or grant relating to ARRA funds;
(B) a gross waste of ARRA funds;
(C) a substantial and specific danger to public health or safety related to the implementation or use of ARRA funds;
(D) an abuse of authority relaled 10 Ihe implemenlalion or use of ARRA funds; or
(E) a violation of law, rule, or regulation related to an contract (including the competition for or negotiation of a
contract) or grant, awarded or issued relating to ARRA funds.
(2) Awardee must post notice of the whistleblower rights described in (I) at all job sites using ARRA funds. The poster
can be found at htto:llwww.oig.dol.gov/recoverv/SectionI553WhistleblowerProvisions.odf
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City of Ashland
Treatment Costs $1,467,180
Direct Costs $286,796
Subtotal $1,753,973
Total Overhead $108,657
iilmll@5ftliOJTi:ti~ r$MS.62f.ffil
Direct Match $212,988
Indirect Match $168,726
Indirect Rate
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