International Cooperative Agreement

OMB 0596-0217

Expiration Date: TBD

(Rev. 12-13)

FEDERAL FINANCIAL ASSISTANCE

AWARD OF INTERNATIONAL COOPERATIVE AGREEMENT      

Between

     

And The

USDA, FOREST SERVICE

     

Title:      

Upon execution of this document, an award to      , hereinafter referred to as “     ,” in the amount of      , is made under      .       accepts this award for the purpose described in the application narrative. Your application for Federal financial assistance, dated      , and the attached, “U.S. Forest Service Provisions for International Grants with Foreign Entities,” are incorporated into this letter and made a part of this award.

     

LEGAL AUTHORITY.       shall have the legal authority to enter into this agreement, and the institutional, managerial, and financial capability to ensure proper planning, management, and completion of the project, which includes funds sufficient to pay the non-Federal share of project costs, when applicable.

1. STATEMENT OF SUBSTANTIAL INVOLVEMENT. The Forest Service anticipates involvement in this Cooperative Agreement and intends on being substantially involved in the following way(s):

1.      

2. PRINCIPAL CONTACTS. Individuals listed below are authorized to act in their respective areas for matters related to this agreement.

Principal Cooperator Contacts:

Cooperator Program Contact	Cooperator Administrative Contact
Name:       Address:       City, State, Zip:       Telephone:       FAX:       Email:      	Name:       Address:       City, State, Zip:       Telephone:       FAX:       Email:      

Principal U.S. Forest Service Contacts:

U.S. Forest Service Program Manager Contact	U.S. Forest Service Administrative Contact
Name:       Address:       City, State, Zip:       Telephone:       FAX:       Email:      	Name:       Address:       City, State, Zip:       Telephone:       FAX:       Email:      

3. Felony Criminal Violations. None of the funds made available by this Act may be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to any corporation that was convicted (or had an officer or agency of such corporation acting on behalf of the corporation convicted) of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation, or such officer or agent, and made a determination that this further action is not necessary to protect the interest of the Government.

4. Tax Delinquency. None of the funds made available by this Act may be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation with respect to which any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government.

5. SYSTEM FOR AWARD MANAGEMENT REGISTRATION REQUIREMENT (SAM). shall maintain current information in the System for Award Management (SAM) until receipt of final payment. This requires review and update to the information at least annually after the initial registration, and more frequently if required by changes in information or agreement term(s). For purposes of this agreement, System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a Cooperative. Additional information about registration procedures may be found at the SAM Internet site at www.sam.gov.

6. LIMITATION OF FUNDS. U.S. Forest Service funds in the amount of $       are currently available for performance of this award through      . The Forest Service’s ability to provide additional funding is contingent upon the availability of appropriated funds from which payment can be made. There is no legal liability on the part of the Forest Service for any payment above this amount until receives notice of availability confirmed in a written modification by the Forest Service.

PAYMENTS – FINANCIAL ASSISTANCE. See provision       in the attachment, ‘Provisions For International Grants With Foreign Entities.’

7. PRE-AWARD COSTS FOR INSTITUTIONS OF HIGHER EDUCATION, HOSPITALS, AND OTHER NON-PROFIT ORGANIZATIONS. Pursuant to 2 CFR 215.25(e) 1, pre-award costs incurred as of (insert date), are hereby authorized under this award.

8. PRE-AWARD COSTS FOR STATE, LOCAL, AND INDIAN TRIBAL GOVERNMENTS. Pursuant to OMB Circular 2 CFR Part 225, Attachment B, No. 31, pre-award costs incurred as of      , are hereby authorized under this award.

9. ALLOWABLE COSTS. See provision       in the attachment, ‘Provisions For International Grants With Foreign Entities.’

10. INDIRECT COST RATES – PROVISIONAL. See provision       in the attachment, ‘Provisions For International Grants With Foreign Entities.’

REVISION OF BUDGET. See provision       in the attachment, ‘Provisions For International Grants With Foreign Entities.’

11. PROGRAMMATIC CHANGES. shall obtain prior approval for any change to the scope of objectives of the approved project, key personnel, or transfer of substantive programmatic work to another party.

12. FLY AMERICAN ACT. The Fly America Act (49 U.S.C. 40118) requires that all air travel and shipments under this award must be made on U.S. flag air carriers to the extent service by such carriers is available. The Administrator of General Services Administration (GSA) is authorized to issue regulations for purposes of implementation. Those regulations may be found at 41 CFR part 301, and are hereby incorporated by reference into this award.

MODIFICATIONS. Modifications within the scope of this award shall be made by mutual consent of the parties, by the issuance of a written modification signed and dated by all properly authorized, signatory officials, prior to any changes being performed. Requests for modification should be made, in writing, at least       days prior to implementation of the requested change. The U.S. Forest Service is not obligated to fund any changes not properly approved in advance

.

13. COMMENCEMENT/EXPIRATION DATE. This award is executed as of the date of the last signature and is effective through       at which time it will expire, unless extended by an executed modification, signed and dated by all properly authorized, signatory officials.

14. AUTHORIZED REPRESENTATIVES. By signature below, each party certifies that the individuals listed in this document as representatives of the individual parties are authorized to act in their respective areas for matters related to this award. In witness whereof, the parties hereto have executed this award as of the last date written below.

	     
     ,            	Date
	     
     ,       U.S. Forest Service,      	Date

The authority and format of this award have been reviewed and approved for signature.
     
      U.S. Forest Service Grants & Agreements Specialist	Date

ATTACHMENT: U.S. FOREST SERVICE PROVISIONS FOR INTERNATIONAL AWARDS WITH FOREIGN ENTITIES

1. COLLABORATIVE ARRANGEMENTS. Where permitted by terms of the award, may enter into collaborative arrangements with other organizations to jointly carry out activities with grant funds.

2. FOREST SERVICE LIABILITY TO THE RECIPIENT.  The United States shall not be liable to the recipient for any costs, damages, claims, liabilities, and judgments that arise in connection with the performance of work under this award, including damage to any property owned by the recipient or any third party.

3. NOTICES. Any notice given by the U.S. Forest Service or       will be sufficient only if in writing and delivered in person, mailed, or transmitted electronically by e-mail or fax, as follows:

To the U.S. Forest Service Program Manager, at the address specified in the award.

To , at 's address shown in the award or such other address designated within the award.

Notices will be effective when delivered in accordance with this provision, or on the effective date of the notice, whichever is later.

4. USE OF U.S. FOREST SERVICE INSIGNIA. In order for to use the U.S. Forest Service insignia on any published media, such as a webpage, printed publication, or audiovisual production, permission must be granted from the U.S. Forest Service’s Office of Communications. A written request must be submitted and approval granted in writing by the Office of Communications (Washington Office) prior to use of the insignia.

5. PRIOR APPROVAL FOR SUBAWARDS/SUBCONTRACTS. All subawards and subcontracts shall be approved by the U.S. Forest Service prior to award unless this requirement is waived in the award letter.

1. Subawards shall be made only with responsible Recipients who possess the potential ability to perform successfully under the terms and conditions of a proposed award. Consideration shall be given to such matters as integrity, record of past performance, financial and technical resources, or accessibility to other necessary resources. Awards shall not be made to firms or individuals whose name appears on the "Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs." The U.S. Forest Service will provide the grantee with a copy of this list upon request.

2. All subawards shall at a minimum contain provisions to define a sound and complete award in addition to those that are specifically required by any other provisions in this award. Whenever a provision within this award is required to be inserted in a subawards, shall insert a statement in the subawards that in all instances where the U.S. Forest Service is mentioned, 's name will be substituted. If subaward are being made to U.S. organizations, a suggested subaward format incorporating 7 CFR 3015, et. seq., and FSH 1509.11, ch. 20 will be provided.

6. WAIVER OF PRIOR APPROVAL FOR SUBGRANTS/SUBCONTRACTS. The U.S. Forest Service waives the approval requirements for subgrants/subcontracts under the provision, “PRIOR APPROVAL FOR SUBGRANTS/SUBCONTRACTS.’

7. METRIC SYSTEM OF MEASUREMENT. Wherever measurements are required or authorized, they shall be made, computed, and recorded in metric system units of measurement, unless otherwise authorized by the U.S. Forest Service Program Manager in writing when it has found that such usage is impractical or is likely to cause U.S. firms to experience significant inefficiencies or the loss of markets. Where the metric system is not the predominant standard for a particular application, measurements may be expressed in both the metric and the traditional equivalent units, provided the metric units are listed first.

8. BUILDING AND COMPUTER ACCESS BY NON-U.S. FOREST SERVICE PERSONNEL. may be granted access to U.S. Forest Service facilities and/or computer systems to accomplish work described in the Operating Plan or Statement of Work. All non-government employees with unescorted access to U.S. Forest Service facilities and computer systems must have background checks following the procedures established by USDA Directives 3505 and Departmental Manual 4620-02. Those granted computer access must fulfill all U.S. Forest Service requirements for mandatory security awareness and role-based advance security training, and sign all applicable U.S. Forest Service statements of responsibilities.

9. MEMBERS OF U.S. CONGRESS. Pursuant to 41 U.S.C. 22, no United States member of, or United States delegate to, Congress shall be admitted to any share or part of this award, or benefits that may arise therefrom, either directly or indirectly.

10. SAFEGUARDING U.S. FUNDS. shall establish safeguards to ensure that U.S. Federal funds are properly spent. shall ensure that funds are not used for partisan or political activity purposes, including, but not limited to:

1. supporting election, referendum, initiative, or similar procedure;

2. influencing the outcomes of elections; introducing legislation;

3. influencing government officials to engage in similar lobbying activity;

4. preparing, distributing, or using publicity or propaganda, or by urging members of the general public to contribute to or participate in any mass demonstration, march, rally, fund raising drive, lobbying campaign or letter writing or telephone campaign; or

5. attending legislative sessions or committee hearings, gathering information regarding legislation, and analyzing the effect of legislation.

11. TRAFFICKING IN PERSONS.

1. Provisions applicable to a Recipient that is a private entity.

a. You as the Recipient, your employees, subrecipients under this award, and subrecipients’ employees may not—

(1) Engage in severe forms of trafficking in persons during the period of time that the award is in effect;

(2) Procure a commercial sex act during the period of time that the award is in effect; or

(3) Use forced labor in the performance of the award or subawards under the award.

b. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity —

(1) Is determined to have violated a prohibition in paragraph a.1 of this award term; or

(2) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either—

i. Associated with performance under this award; or

ii. Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, ‘‘OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement),’’ as implemented by our agency at 7 CFR 3017.

2. Provision applicable to a Recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity—

a. Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or

b. Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either—

(1) Associated with performance under this award; or

(2) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, ‘‘OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),’’ as implemented by our agency at 7 CFR 3017.

3. Provisions applicable to any recipient.

a. You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term.

b. Our right to terminate unilaterally that is described in paragraph a.2 or b of this section:

(1) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and

(2) Is in addition to all other remedies for noncompliance that are available to us under this award.

c. You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity.

4. Definitions. For purposes of this award term:

a. ‘‘Employee’’ means either:

(1) An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or

(2) Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements.

b. ‘‘Forced labor’’ means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

c. ‘‘Private entity’’:

(1) Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25.

(2) Includes:

i. A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b).

ii. A for-profit organization.

d. ‘‘Severe forms of trafficking in persons,’’ ‘‘commercial sex act,’’ and ‘‘coercion’’ have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).

12. DRUG-FREE WORKPLACE.

1. agree(s) that it will publish a drug-free workplace statement and provide a copy to each employee who will be engaged in the performance of any project/program that receives federal funding. The statement must

a. Tell the employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in its workplace;

b. Specify the actions will take against employees for violating that prohibition; and

c. Let each employee know that, as a condition of employment under any award, he or she

(1) Must abide by the terms of the statement, and

(2) Must notify you in writing if he or she is convicted for a violation of a criminal drug statute occurring in the workplace, and must do so no more than five calendar days after the conviction.

2. agree(s) that it will establish an ongoing drug-free awareness program to inform employees about

a. The dangers of drug abuse in the workplace;

b. Your policy of maintaining a drug-free workplace;

c. Any available drug counseling, rehabilitation and employee assistance programs; and

d. The penalties that you may impose upon them for drug abuse violations occurring in the workplace.

3. Without the U.S. Forest Service’s expressed written approval, the policy statement and program must be in place as soon as possible, no later than the 30 days after the effective date of this award, or the completion date of this award, whichever occurs first.

4. agree(s) to immediately notify the U.S. Forest Service if an employee is convicted of a drug violation in the workplace. The notification must be in writing, identify the employee’s position title, the award number of each award on which the employee worked. The notification must be sent to the U.S. Forest Service within ten calendar days after learn(s) of the conviction.

5. Within 30 calendar days of learning about an employee’s conviction, must either

a. Take appropriate personnel action against the employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973 (29 USC 794), as amended, or

b. Require the employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for these purposes by a Federal, State or local health, law enforcement, or other appropriate agency.

13. POSITIONS OF INFLUENCE. shall establish safeguards to prohibit employees from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties.

14. U.S. GOVERNMENT EMPLOYMENT STATUS. In no event must or subrecipients be considered as employees of the United States government, unless authorized by Federal Statute.

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

16. IMPLEMENTATION OF E.O. 13224 -- EXECUTIVE ORDER ON TERRORIST FINANCING. is/are reminded that U.S. Executive Orders and U.S. law prohibits transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of to ensure compliance with these Executive Orders and laws. This provision must be included in all contracts issued under this award.

17. INDIRECT COST RATES. Indirect cost rates must be formalized in a written agreement between the cognizant agency and recipient and have an effective period applicable to the term of this award.

1. If the recipient does not have a previously established indirect cost rate with a Federal agency, the recipient shall submit its initial indirect cost proposal to its cognizant audit agency no later than three months after the effective date of the award. The recipient will be reimbursed for indirect costs at the tentative rate reflected in the budget until the rate is formalized in a negotiated indirect cost rate agreement (NICRA) at which time, reimbursements for prior indirect costs may be subject to adjustment.

2. As new NICRAs are agreed to between the recipient and their cognizant audit agency, the revised provisional or final rate(s) are automatically incorporated into this award, as appropriate, and must specify (1) the agreed upon rates, (2) the bases to which the rates apply, (3) the fiscal year for which the rates apply and (4) the items treated as direct costs.

The award obligation will not increase as a result of indirect cost rate increases. Updates to NICRAs will not affect the total funds available for this award unless documented in a formally executed modification.

3. If the NICRA is for a provisional rate, the recipient shall be reimbursed at the established provisional rate(s), subject to appropriate adjustment when the final rate(s) for the fiscal year are established.

4. Failure to provide a revised provisional or final NICRA could result in disallowed costs and repayment to the U.S. Forest Service.

18. REVISION OF BUDGET.

1. The approved award budget is the financial expression of 's program as approved during the award process.

2. is/are required to report deviations from budget and program plans, and request prior approvals from the Program Manager for any of the following reasons:

a. To change the scope or the objectives of the project and/or revise the funding allocated among project objectives.

b. To change a key person where specified in the awarding document, or allow a 25% reduction in time devoted to the project.

c. Additional funding is needed.

d. Where indirect costs have been authorized, plan(s) to transfer funds budgeted for indirect costs to absorb increases in direct costs or vice versa.

e. The inclusion of costs that require prior approval in accordance with the applicable set of Cost Principles.

f. The transfer of funds allotted for training allowances (direct payment to trainees) to other categories of expense.

g. intend(s) to contract or subaward any of the work under this award, and such contracts or subawards were not included in the approved award budget.

3. The U.S. Forest Service is under no obligation to reimburse for costs incurred in excess of the total amount obligated under the award. If the total obligated amount under the award has been increased, the Program Manager shall notify in writing of the increase and specify the new total obligated amount.

19. PROGRAM INCOME – FINANCIAL ASSISTANCE.

1. shall apply the standards set forth in this Provision to account for program income earned under the award.

2. If any program income is generated as a result of this award, the income shall be applied using the       alternative as described in 7 CFR 3016.25 and 3019.24.

3. Unless the terms and conditions of the award provide otherwise, shall have no obligation to the U.S. Government regarding program income earned after the end of the project period.

4. Costs incident to the generation of program income may be deducted from gross income to determine program income, provided these costs have not been charged to the award and they comply with the applicable Cost Principles.

5. Unless the terms and conditions of the award provide otherwise, shall have no obligation to the U.S. Government with respect to program income earned from license fees and royalties for copyrighted material, patents, patent applications, trademarks, and inventions produced under an award. However, Patent and Trademark Amendments (35 U.S.C. 18) apply to inventions made under an experimental, developmental, or research awards.

20. ALLOWABLE COSTS.

1. shall be reimbursed for costs incurred in carrying out the purposes of this award which are determined by the G&A Specialist to be reasonable, allocable, and allowable in accordance with the terms of this award and the applicable cost principles in effect on the date of this award (For educational institutions use 2 CFR 220; for all other non-profit organizations use 2 CFR 230; and for profit making firms use Federal Acquisition Regulation 31.2.). The Recipient may obtain a copy of the applicable cost principles from the G&A Specialist. Brief definitions of what may be considered as reasonable, allocable, and allowable costs are provided below, however, it is the Recipient's responsibility to ensure that costs incurred are in accordance with the applicable set of Cost Principles.

a. Reasonable. Means those costs that are generally recognized as ordinary and necessary and would be incurred by a prudent person in the conduct of normal business.

b. Allocable Costs. Means those that are incurred specifically for the award.

c. Allowable Costs. S Means those costs that conform to any limitations in the award.

2. Prior to incurring a questionable or unique cost, shall obtain the G&A Specialist's written determination on whether costs are allowable.

3. It is Forest Service policy that no funds must be paid as profit or fee to under this award or any Subrecipient. This restriction does not apply to contractual relationships under this award.

21. FINANCIAL STATUS REPORTING. A Federal Financial Report, form SF-425(and Federal Financial Report Attachment, SF-425A, if required for reporting multiple awards), must be submitted (quarterly, semi-annually, annually). These reports are due 30 days after the reporting period ending March 31, June 30, September 30, December 31 (select all that apply). The final SF-425 (and SF-425A, if applicable) must be submitted either with the final payment request or no later than 90 days from the expiration date of the award. These forms may be found at www.whitehouse.gov/omb/grants_forms.

22. REPORT OF FEDERAL CASH TRANSACTIONS. Using SF-425, Federal Financial Report, shall submit a report of federal cash transaction within 15 calendar days following the end of each quarter, unless otherwise agreed upon in writing. A final financial status report is required within 90 days from the expiration date of this award.

23. ACCOUNTING, AUDIT, AND RECORDS.

1. shall maintain financial records, supporting documents, statistical records and all other records pertinent to the award in accordance with generally accepted accounting principles formally prescribed by the United States, the cooperating country, or the International Accounting Standards Committee (an affiliate of the International Federation of Accountants) to sufficiently substantiate charges to this award. Accounting records that are supported by documentation must, as a minimum, be adequate to show all costs incurred under the award, receipt, and use of goods and services acquired under the award, the costs of the program supplied from other sources, and the overall progress of the program. Unless otherwise notified, records and Subrecipient records which pertain to this award must be retained for a period of 3 years from the date of submission of the final expenditure report and may be audited by Forest Service and/or its representatives.

2. Foreign for-profit and non-profit organizations that expend $500,000 or more per their fiscal year in "Forest Service awards," that is, as Recipients or Subrecipients of Forest Service grants or cooperative agreements, or as cost reimbursable subcontractors of Forest Service grants or cooperative agreements, shall have an annual audit conducted in accordance with the "Guidelines for Financial Audits Contracted by Foreign Recipients" issued by the Forest Service Inspector General.

3. Foreign for-profit and non-profit organizations expending less than $500,000 per their fiscal year under Forest Service cost-reimbursable contracts, grants, cooperative agreements, or agreements with host governments shall be exempt from the above financial audit requirements, but are subject to the requirement to make records available upon request for review by Forest Service officials or their designees.

4. Forest Service shall retain the right to conduct a financial review, require an audit, or otherwise ensure adequate accountability of organizations expending Forest Service funds regardless of the audit requirement.

5. Foreign organizations that provide Forest Service resources to other organizations to carry out the Forest Service program and activities shall be responsible for monitoring their Subrecipients. Allowable costs for limited scope Subrecipient audits charged to Forest Service funds must be limited to one or more of the following types of compliance requirements: activities allowed or unallowed; allowable costs/cost principles; eligibility; matching, level of effort; earmarking; and reporting.

6. The audit report must be submitted to Forest Service within 30 days after completion of the audit; the audit must be completed, and the report submitted, not later than 9 months after the close of ‘s fiscal year. The Forest Service Inspector General will review this report to determine whether it complies with the audit requirements of this award. No audit costs may be charged to this award if audits have not been made in accordance with the terms of this provision. In cases of continued inability or unwillingness to have an audit performed in accordance with the terms of this provision, Forest Service shall consider appropriate sanctions which may include suspension of all or a percentage of disbursements until the audit is satisfactorily completed.

7. This provision in its entirety must be incorporated into all subawards with non-U.S. organizations which meet the $500,000 threshold as described at paragraph (b) of this Provision. Subawards to non-U.S. organizations which are for more than $10,000 but do not meet the $500,000 threshold must, at a minimum, incorporate paragraph (d) of this Provision. Subawards of grants and cooperative agreements made to U.S. organizations must state that the U.S. organization is subject to the audit requirements contained in OMB Circular A-133.

24.       PAYMENTS – FINANCIAL ASSISTANCE. are approved under this award. Only costs for those project activities approved in (1) the initial award, or (2) modifications thereto, are allowable. Requests for payment must be submitted on Standard Form 270 (SF-270), Request for Advance or Reimbursement or 271 (SF-271), Request for Reimbursement Construction, and must be submitted no more than monthly. In order to approve a Request for Advance Payment or Reimbursement, the Forest Service shall review such requests to ensure advances or payments for reimbursement are in compliance and otherwise consistent with OMB, USDA, and Forest Service regulations.

Advance payments must not exceed the minimum amount needed or no more than is needed for a 30-day period, whichever is less. If receives an advance payment and subsequently requests an advance or reimbursement payment, then the request must clearly demonstrate that the previously advanced funds have been fully expended before the Forest Service can approve the request for payment. Any funds advanced, but not spent, upon expiration of this award must be returned to the Forest Service.

To avoid delays in payment approval, supporting documentation describing expenditures that correspond to the Object Class Categories identified in Section B of the SF 424A Budget, and a brief status update must accompany each payment request or be provided directly to the Program Manager. The Program Manager reserves the right to request additional information prior to approving a payment

The invoice must be sent by one of three methods (email is preferred):

The invoice must be sent by one of three methods (email is preferred):	Send a copy to:
EMAIL: [email protected] FAX: 877-687-4894 POSTAL: Albuquerque Service Center Payments – Grants & Agreements 101B Sun Ave NE Albuquerque, NM 87109

25. ELECTRONIC FUND TRANSFER TO A FOREIGN VENDOR OR WIRE TRANSFER TO A FOREIGN VENDOR (MANUAL PAYMENTS). Foreign cooperators, in order to receive electronic fund or wire transfers for payment of invoices, shall provide the following information:

Name of Vendor: ____________________________________

Foreign Bank: _______________________________________

Foreign Bank Account Number: ________________________

Foreign Bank Address: _______________________________

SWIFT Code: __________________________________________

Note: The Society for Worldwide Interbank Financial Telecommunications (SWIFT) provides secure financial messaging services between banks and other financial institutions, whereby the U.S. Forest Service can reimburse/advance funds to cooperators. The SWIFT Code is a unique 11 character code that allows funds to transfer between financial accounts (An 8 character code only directs to a specific bank, but the 11 character code gives the exact branch where the account is located.).

26. AWARD CLOSEOUT. Within 90 days after expiration or notice of termination the parties shall close out the award/agreement.

Any unobligated balance of cash advanced to must be immediately refunded to the Forest Service, including any interest earned in accordance with 7CFR3016.21/2CFR 215.22.

Within a maximum of 90 days following the date of expiration or termination of this grant, all financial performance and related reports required by the terms of the agreement must be submitted to the Forest Service by .

If this agreement is closed out without audit, the Forest Service reserves the right to disallow and recover an appropriate amount after fully considering any recommended disallowances resulting from an audit which may be conducted later.

1. PROGRAM MONITORING AND PROGRAM PERFORMANCE REPORTS. to this agreement shall monitor the performance of the agreement activities to ensure that performance goals are being achieved.

Performance reports must contain information on the following:

- A comparison of actual accomplishments to the goals established for the period. Where the output of the project can be readily expressed in numbers, a computation of the cost per unit of output, if applicable.

- Reason(s) for delay if established goals were not met.

- Additional pertinent information.

shall submit performance reports to the Forest Service Program Manager. These reports are due 30 days after the reporting period. The final performance report must be submitted either with ‘s final payment request, or separately, but not later than 90 days from the expiration date of the grant/agreement.

28. NOTIFICATION. shall immediately notify the Forest Service of developments that have a significant impact on the activities supported under this award. Also, notification must be given in case of problems, delays or adverse conditions that materially impair the ability to meet the objectives of the award. This notification must include a statement of the action taken or contemplated, and any assistance needed to resolve the situation.

29. CHANGES IN KEY POSITIONS AND PERSONNEL. Any revision to key positions and personnel identified in the application for this award require prior, written approval from the Forest Service Program Manager. All technical positions are considered Key Personnel by the Forest Service. Failure on the part of to obtain prior, written approval when required may result in the disallowance of costs.

30. RETENTION AND ACCESS REQUIREMENTS FOR RECORDS. shall retain all records pertinent to this agreement for a period of no less than 3 years from the expiration or termination date. As used in this provision, records include books, documents, accounting procedures and practice, and other data, regardless of the type or format. shall provide access and the right to examine all records related to this agreement to the Forest Service, Inspector General, or Comptroller General or their authorized representative. The rights of access in this section must not be limited to the required retention period but must last as long as the records are kept.

If any litigation, claim, negotiation, audit, or other action involving the records has been started before the end of the 3-year period, the records must be kept until all issues are resolved, or until the end of the regular 3-year period, whichever is later.

Records for nonexpendable property acquired in whole or in part, with Federal funds must be retained for 3 years after its final disposition.

31. FREEDOM OF INFORMATION ACT (FOIA). Public access to award or agreement records must not be limited, except when such records must be kept confidential and would have been exempted from disclosure pursuant to Freedom of Information regulations (5 U.S.C. 552). Requests for research data are subject to 2 CFR 215.36.

Public access to culturally sensitive data and information of Federally-recognized Tribes may also be explicitly limited by P.L. 110-234, Title VIII Subtitle B §8106 (2009 Farm Bill).

32. TEXT MESSAGING WHILE DRIVING. In accordance with Executive Order (EO) 13513, “Federal Leadership on Reducing Text Messaging While Driving,” any and all text messaging by Federal employees is banned: a) while driving a Government owned vehicle (GOV) or driving a privately owned vehicle (POV) while on official Government business; or b) using any electronic equipment supplied by the Government when driving any vehicle at any time. All Cooperatives, their Employees, Volunteers, and Contractors are encouraged to adopt and enforce policies that ban text messaging when driving company owned, leased or rented vehicles, POVs or GOVs when driving while on official Government business or when performing any work for or on behalf of the Government.

33. PUBLIC NOTICES. It is Forest Service's policy to inform the public as fully as possible of its programs and activities. is encouraged to give public notice of the receipt of this agreement and, from time to time, to announce progress and accomplishments. Press releases or other public notices should reference the Agency as follows:

"      of the U.S. Forest Service, Department of Agriculture."

may call on Forest Service's Office of Communication for advice regarding public notices. is requested to provide copies of notices or announcements to the Forest Service Program Manager and to Forest Service's Office Communications as far in advance of release as possible.

34. PURCHASE OF EQUIPMENT WITH RIGHT TO TRANSFER. Equipment approved for purchase under this award is available only for use as authorized. Title to the equipment rests with as long as the equipment is used for its intended purpose. The Forest Service reserves the right to transfer title to the Federal Government or to an eligible third party of any equipment where the Forest Service’s proportionate share of the per-unit value is $5,000 or greater, and the equipment is no longer needed for its intended purpose. Valuation is based on current fair-market value. The equipment may not be used as collateral, sold, or otherwise transferred to another party without the written permission of the Forest Service.

shall inventory equipment acquired in part or in whole with Forest Service funds and shall submit a copy of the inventory to the Program Manager. A final inventory must be submitted for closeout. may use Tangible Personal Property Report Standard Forms (SF) 428 and SF-428-S, Supplemental Sheet, or ’s equivalent inventory report. The report must be filed December 31, due within 90 days, but no later than March 31 of the following year. The final report must be due within 90 days from the expiration date of the award.

shall use the Tangible Personal Property Report Standard Forms (SF) 428 and SF-428-C, Disposition Request, should determine any item of equipment is no longer needed or has been lost, destroyed or stolen.  After receipt of the SF-428-C, the Forest Service shall issue disposition instructions within 120 days.

35. FUNDING      . Federal funding under this award is not available for reimbursement of ’s purchase of      . Equipment is defined as having a fair market value of $5,000 more per unit and a useful life of over one year.

36. PROCUREMENT OF GOODS AND SERVICES. may use its own procurement policies and practices for the procurement of goods and services under this award, provided they conform to all of Forest Service's requirements.

1. General Requirements:

a. shall maintain a written code or standards of conduct that must govern the performance of its employees engaged in the awarding and administration of contracts. No employee, officer, or agent shall participate in the selection, award, or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such conflict would arise when the employee, officer or agent, or any member of the employee’s immediate family, the employee’s partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award. The Officers, Employees, and Agents of shall neither solicit nor accept gratuities, favors, or anything of monetary value from Contractors or parties to subagreements. However, may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by Officers, Employees, or Agents of .

b. All procurement transactions must be conducted in a manner to provide, to the maximum extent practical, open and free competition. shall be alert to organizational conflicts of interest as well as noncompetitive practices among Contractors that may restrict or eliminate competition or otherwise restrain trade. In order to ensure objective Contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, invitations for bids, and/or requests for proposals shall be excluded from competing for such procurements. Contracts must be made to the Offeror whose offer is responsive to the solicitation and is most advantageous to , price, quality, and other factors considered. Solicitations must clearly establish all requirements that the bidder or Offeror shall fulfill in order to be evaluated by . Any and all offers may be rejected when it is in ‘s interest to do so.

c. shall establish written procurement procedures. These procedures must provide, at a minimum, that:

(1) Avoid purchasing unnecessary items,

(2) Where appropriate, an analysis is made of lease and purchase alternatives to determine which would be the most economical and practical procurement, and

(3) Solicitations for goods and services provide for all of the following:

i. A clear and accurate description of the technical requirements for the material, product, or service to be procured. In competitive procurements, such a description must not contain features which unduly restrict competition.

ii. Requirements which the Bidder/Offeror must fulfill and all other factors to be used in evaluating bids or proposals.

iii. A description, whenever practicable, of technical requirements in terms of functions to be performed or performance required, including the range of acceptable characteristics or minimum acceptable standards.

iv. The specific features of "brand name or equal" descriptions that bidders are required to meet when such items are included in the solicitation.

v. The acceptance, to the extent practicable and economically feasible, of products and services dimensioned in the metric system of measurement.

vi. Preference, to the extent practicable and economically feasible, for products and services that conserve natural resources and protect the environment and are energy efficient.

(4) The type of procurement instruments used, (for example, fixed price contracts, cost reimbursable contracts, purchase orders, incentive contracts), must be determined by but must be appropriate for the particular procurement and for promoting the best interest of the program or project involved. The "cost-plus-a-percentage-of-cost" or "percentage of construction cost" methods of contracting must not be used.

(5) Contracts must be made only with responsible Contractors who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement. Consideration must be given to such matters as contractor integrity, record of past performance, financial and technical resources, or accessibility to other necessary resources. Contracts must not be made with firms or individuals whose name appears on the "Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs." Forest Service shall provide the grantee with copy of this list upon request.

(6) shall, on request, make available for Forest Service, pre-award review and procurement documents, such as request for proposals or invitations for bids, independent cost estimates, and so forth, when any of the following conditions apply:

i. 's procurement procedures or operation fails to comply with the procurement standards in this part, and

ii. The procurement is expected to exceed $10,000.

(7) shall document some form of price or cost analysis in its procurement files in connection with every procurement action. Price analysis may be accomplished in various ways, including the comparison of price quotations submitted, and market prices, together with discounts. Cost analysis is the review and evaluation of each element of cost to determine reasonableness, allocability, and allowability.

(8) Procurement records and files for purchases in excess of 's own small purchase threshold must include the following at a minimum:

i. Basis for contractor selection;

ii. Justification for lack of competition when competitive bids or offers are not obtained, and;

iii. Basis for award cost or price.

(9) A system for contract administration must be maintained to ensure contractor conformance with terms, conditions, and specifications of the contract and to ensure adequate and timely follow up of all purchases. shall evaluate contractor performance and document, as appropriate, whether contractors have met the terms, conditions, and specifications of the contract.

2. shall include, in addition to provisions to define a sound and complete contract, the following provisions in all contracts. The following provisions must also be applied to subcontracts.

a. Contracts in excess of $10,000 must contain contractual provisions or conditions that allow for administrative, contractual, or legal remedies in instances in which a contractor violates or breaches the contract terms, and provide for such remedial actions as may be appropriate.

b. All contracts in excess of $10,000 must contain suitable provisions for termination by , including the manner by which termination will be effected and the basis for settlement. In addition, such contracts must describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor.

c. All negotiated contracts (except those for less than 's small purchase threshold) awarded by must include a provision to the effect that , the Forest Service, the Comptroller General of the United States, or any of their duly authorized representatives, must have access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific program for the purpose of making audits, examinations, excerpts, and transcriptions.

d. In all contracts for construction or facility improvement awarded for more than $100,000, shall observe generally accepted bonding requirements.

e. Contracts, the principal purpose of which is to create, develop, or improve products, processes, or methods; or for exploration into fields that directly concern public health, safety, or welfare; or contracts in the fields of science or technology in which there has been little significant experience outside of work funded by the U.S. Government, must contain a notice to the effect that matters regarding rights to inventions, intellectual property, and materials generated under the contract are subject to the regulations included in these grant provisions. The Contractor shall be advised as to the source of additional information regarding these matters.

37. TITLE TO AND CARE OF PROPERTY.

1. Except as modified by the award/agreement, title to all equipment, materials, and supplies, the cost of which is reimbursable to by Forest Service or by the cooperating country, must at all times be in the name of the cooperating country or such public or private agency as the cooperating Government may designate, unless title to specified types or classes of equipment is reserved to Forest Service under provisions set forth in the award/agreement, but all such property must be under the custody and control of until the owner of title directs otherwise or completion of work under this award or its termination, at which time custody and control must be turned over to the owner of title or disposed of in accordance with its instructions. All performance guarantees and warranties obtained from suppliers must be taken in the name of the title owner.

2. shall prepare and establish a program, for the receipt, use, maintenance, protection, custody, and care of equipment, materials, and supplies for which it has custodial responsibility, including the establishment of reasonable controls to enforce such program.

3. Within 90 days after completion of this award, or at such other date as may be fixed by the Program Manager, shall submit an inventory schedule covering all items of equipment, materials, and supplies under 's custody, title to which is in the cooperating country or public or private agency designated by the cooperating country, which have not been consumed in the performance of this award. shall also indicate what disposition has been made of such property.

38. USE OF GOVERNMENT OWNED VEHICLE. Forest Service vehicles may be used for official Forest Service business only in accordance with FSH 7109.19, chapter 60, the requirements established by the region in which performance of this agreement takes place, and the terms of this agreement.

39. U.S. FOREST SERVICE ACKNOWLEDGED IN PUBLICATIONS, AUDIOVISUALS, AND ELECTRONIC MEDIA. shall acknowledge Forest Service support in any publications, audiovisuals, and electronic media developed as a result of this award/agreement.

40. PUBLICATIONS AND MEDIA RELEASES.

1. If intends to identify Forest Service's contribution to any publication, video, or other information/media product resulting from this award, the product must state that the views expressed by the author(s) do not necessarily reflect those of the Forest Service. Acknowledgements must identify the Forest Service substantially as follows.

"This       was made possible through support provided by the Forest Service,      , U.S. Department of Agriculture, under the terms of Award No.      . The opinions expressed in this       are those of the author(s) and do not necessarily reflect the views of the Forest Service."

2. shall provide the relevant strategic objective or results package team with one copy of all published works developed under this award and with lists of other written work produced under the award.

3. Except as otherwise provided in the terms and conditions of the award, the author or is free to copyright any books, publications, or other copyrightable materials developed in the course of or under this award, but Forest Service reserves a royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for U.S. Government purposes.

1. TERMINATION BY MUTUAL AGREEMENT. This award may be terminated, in whole or part, as follows:

- When the Forest Service and agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated.

- By 30 days written notification by to the Forest Service setting forth the reasons for termination, effective date, and in the case of partial termination, the portion to be terminated. If the Forest Service decides that the remaining portion of the agreement does not accomplish the purpose for which the agreement was made, the Forest Service may terminate the award upon 30 days written notice in its entirety.

Upon termination of an award/agreement, shall not incur any new obligations for the terminated portion of the award/agreement after the effective date, and shall cancel as many outstanding obligations as possible. The Forest Service shall allow full credit to for the Forest Service share of obligations that cannot be cancelled and were properly incurred by the Recipient/Cooperator up to the effective date of the termination. Excess funds must be refunded within 60 days after the effective date of termination.

42. DISPUTES.

1. Any dispute under this award shall be decided by the      . The       shall furnish a written copy of the decision.

2. Decisions of the       shall be final unless, within 30 days of receipt of the decision of the      , appeal(s) the decision to the U.S. Forest Service's Director, Acquisition Management (AQM). Any appeal made under this provision shall be in writing and addressed to the Director, AQM, USDA, Forest Service, Washington, DC 20024. A copy of the appeal shall be concurrently furnished to the      .

3. In order to facilitate review on the record by the Director, AQM, shall be given an opportunity to submit written evidence in support of its appeal. No hearing will be provided.

4. A decision under this provision by the Director, AQM is final.

5. The final decision by the Director, AQM does not preclude from pursuing remedies available under the law

43. DEBARMENT AND SUSPENSION. shall immediately inform the Forest Service if they or any of their principals are presently excluded, debarred, or suspended from entering into covered transactions with the Federal Government according to the terms of 2 CFR Part 180. Additionally, should or any of their principals receive a transmittal letter or other official Federal notice of debarment or suspension, they shall notify the Forest Service without undue delay. This applies whether the exclusion, debarment, or suspension is voluntary or involuntary.

44. PATENT RIGHTS. Each award made to a small business firm, non-profit organization, or university which is to be performed in the United States, its possessions, or Puerto Rico and has as a purpose the performance of experimental, development, or research work, shall contain the Patents Rights Provision.

1. Definitions:

a. Invention. Any invention or discovery which is or may be patentable, or otherwise protectable under Title 35 of the United States Code (U.S.C.), or any novel variety of plant which is or may be protected under the Plant Variety Protection Act (7 U.S.C. 2321 et seq.).

b. Subject Invention. Any invention of conceived or first actually reduced to practice in the performance of work under this award, provided that in the case of a variety of plant, the date of determination (as defined in section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d) must also occur during the period of the award performance.

c. Practical Application. To manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations available to the public on reasonable terms.

d. Made. When used in relation to any invention, the conception or first actual reduction to practice of such invention.

e. Small Business Firm. A small business concern as defined at section 2 of Public Law 85-536 (15 U.S.C. 632) and implementing regulations of the administrator of the Small Business Administration. For the purpose of this provision, the size standard for small business concerns involved in Government procurement and subgranting as 13 CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used.

f. Non-Profit Organization. A university or other institution of higher education or an organization of the type described in section 501 (c) (3) of the Internal Revenue Code of 1954 Internal Revenue Code (26 U.S.C. 501c) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

2. Allocation of Principal Rights. may retain the entire right, title, and interest throughout the world to each subject invention, subject to this provision and 35 U.S.C. 203. With respect to any subject invention in which retain(s) title, the Federal government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States any subject invention throughout the world.

3. Invention Disclosure, Election, of Title and Filing of Patent Applications by .

a. shall disclose each subject invention to the U.S. Forest Service within two months after the inventor discloses it in writing to personnel responsible for patent matters. The disclosure to the U.S. Forest Service shall be in the form of a written report and shall identify the award under which the invention was made and the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological or electric characteristics of the invention. The disclosure shall also identify any publication, on sale of public use of the invention, and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the U.S. Forest Service, shall promptly notify the U.S. Forest Service of the acceptance of any manuscript describing the invention for publication or of any on sale or public use planned by .

b. shall elect in writing whether or not to retain title to any such invention by notifying the U.S. Forest Service within 2 years of disclosure by ; provided that in any case where publication, on sale or public use has initiated the 1 year statutory period wherein valid patent protection can still be obtained in the United States, the period for election of title may be shortened by the U.S. Forest Service to a date that is no more than 60 days prior to the end of the statutory period.

c. shall file its initial patent application on an elected invention within 1 year after election or, if earlier, prior to the end of any statutory period wherein valid protection can be obtained in the United States after publication, on sale, or public use. shall file patent applications in additional countries within either 10 months from the corresponding initial patent application or 6 months from the date permission is granted by the Commissioner of Patents and trademarks to file foreign patent applications where such filing has been prohibited by a Secrecy Order.

d. Requests for extension of the time for disclosure to the U.S. Forest Service, election, and filing may, at the discretion of the U.S. Forest Service, be granted.

4. Conditions when the Government May Obtain Title. shall convey to the U.S. Forest Service, upon written request, title to any subject invention:

a. If fail(s) to disclose or elect the subject invention within the times specified in item c herein or elects not to retain title; provided that the U.S. Forest Service may only request title within 60 days after learning of the failure of to disclose or elect within the specified times.

b. In those countries in which fail(s) to file patent applications within the times specified in item c(3) herein; provided, however, that if has/have filed a patent application in a country after the times specified in item c(3), but prior to its receipt of the written request of the U.S. Forest Service, shall continue to retain title in that country.

c. In any country in which decide(s) not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention.

5. Minimum Rights to and Protection of Contractor Right to File.

a. shall retain a nonexclusive, royalty-free license throughout the world in each subject invention to which the Government obtains title, except if fails to disclose the subject invention within the times specified in item c herein. 's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which is a party and includes the right to grant sublicenses of the same scope to the extent was legally obligated to do so at the time the agreement was awarded. The license is transferable only with approval of the Forest Service, except when transferred to the successor of that party of 's business to which the invention pertains.

b. 's domestic license may be revoked or modified by the Forest Service to the extent necessary to achieve expeditious practical application of the subject invention, pursuant to an application for an exclusive license submitted in accordance with applicable provisions at 37 CFR Part 404. This license will not be revoked in that field of use or the geographical areas in which has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Forest Service to the extent , its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.

c. Before revocation or modification of the license the Forest Service shall furnish a written notice of its intention to revoke or modify the license, and shall be allowed 30 days (or such other time as may be authorized by the Forest Service for good cause shown by ) after the notice to show cause why the license should not be revoked or modified. has the right to appeal, in accordance with applicable regulations in 37 CFR Part 404 concerning the licensing Government-owned inventions, any decision concerning the revocation or modification of its license.

6. ’s Action to Protect the Government's Interest

a. agrees to execute, or to have executed, and promptly deliver to the Forest Service all agreements necessary to (a) establish or confirm the rights the Government has throughout the world in those subject inventions to which elects to retain title, and (b) convey title to the Forest Service when requested under paragraph (c) herein and to enable the Government to obtain patent protection throughout the world in that subject invention.

b. agrees to require, by written agreement, its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by each subject invention made under the disclose provisions of paragraph c herein and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject invention. This disclosure format should require, as a minimum, the information required by paragraph 3 above, and to execute all papers necessary to file patent applications on subject inventions and to establish the government's rights in the subject inventions. This disclosure format should require, as a minimum, the information required by paragraph 3a. shall instruct such employees' agreements or other suitable educational programs on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to United States or foreign statutory bars.

c. shall notify the Forest Service of any decision not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response period required by the relevant patent office.

d. agrees to include, within the specification of any U.S. patent application and any patent issuing thereon covering a subject invention, the following statement: This invention was made with the Government support under (insert the Forest Service grant/agreement number) awarded by the Forest Service. The Government has certain rights in this invention.

7. Subcontracts

a. shall include this clause, suitably modified to identify the parties, in all subcontracts, regardless of tier, for experimental, developmental, or research work to be performed by a small business firm or domestic non-profit organization. The Subcontractor shall retain all rights provided for in this clause, and shall not, as part of the consideration for awarding the subgrant or subcontract under the agreement, obtain rights in the Subgrantee's or Subcontractor's subject inventions.

b. shall include in all other subcontracts the patent rights clause, regardless of tier, for experimental, developmental, or research work.

c. In the case of subcontracts, at any tier, when the prime award with the Federal agency was a contract (but not a grant or cooperative agreement), the agency, Subcontractors, and the Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the Subcontractor and the Federal agency with respect to those matters covered by this clause; provided, however, that nothing in this paragraph is intended to confer any jurisdiction under the Contract Disputes Act in connection with proceedings under paragraph 10 of this clause.

8. Reporting on Utilization of Subject Invention. agrees to submit, on request, periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by or its Licensees or Assignees. Such reports must include information regarding the status of development, date of first commercial sale or use, gross royalties received by , and such other data and information as the Forest Service may reasonably specify. also agrees to provide additional reports as may be requested by the Forest Service in connection with any march-in proceeding undertaken by the Forest Service in accordance with paragraph 10 of this clause. As required by 35 U.S.C. 202(c)(5), the Forest Service agrees it shall not disclose such information to persons outside the government without permission of .

9. Preference for United States Industry. Notwithstanding any other provision of this clause, agrees that neither it nor any assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any product embodying the subject invention will be manufactured substantially in the United States. However, in individual cases the requirement for such an agreement may be waived by the Forest Service upon a showing by or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States, or that under the circumstances, domestic manufacture is not commercially feasible.

10. March-in-Rights. agrees that with respect to any subject invention in which it has acquired title, the Forest Service has the right in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of the Forest Service to require , an assignee or exclusive licensee of a subject invention to grant a nonexclusive, partially exclusive, or exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if Assignee, or exclusive Licensee refuses such a request, the Forest Service has the right to grant such a license itself if the Forest Service determines that:

a. Such action is necessary because or Assignee has not taken, or is not expected to take within a reasonable time, effective steps to achieve practical application of the subject invention in such field of use;

b. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by , Assignee, or their Licensees;

c. Such action is necessary to meet requirements for public use specified by Federal regulations and such requirements are not reasonably satisfied by , Assignee, or Licensees; or

d. Such action is necessary because the agreement required by paragraph 9 of this provision has not been obtained or waived, or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such agreement.

11. Special Provisions for Contracts with Non-profit Organizations. If is a non-profit organization, it agrees that:

a. Rights to a subject invention in the United States may not be assigned without the approval of the U.S. Forest Service, except where such assignment is made to an organization which has as one of its primary functions the management of inventions provided that such assignee shall be subject to the same provisions as .

b. shall share royalties collected on a subject invention with the inventor, including Federal employee coinventors (when the agency deems it appropriate) when the subject invention is assigned in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10.

c. The balance of any royalties or income earned by with respect to subject inventions, after payment of expense (including payments to inventor) incidental to the administration of subject inventions will be utilized for the support of scientific research or education; and

d. It shall make efforts that are reasonable under the circumstances to attract licensees of subject invention that are small business firms and that it shall give preference to a small business firm when licensing a subject invention if determine(s) that the small business firm has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention to practical application as any plans or proposals from applicants that are not small business firms; provided, that is/are also satisfied that the small business firm has the capability and resources to carry out its plan or proposal. The decision whether to give preference in any specific case will be at the discretion of . However, agree(s) that the Secretary may review ’s licensing program and decisions regarding small business applicants, and shall negotiate changes to its licensing policies, procedures, or practices with the Secretary when the Secretary's review discloses that could take reasonable steps to implement more effectively the requirements of this paragraph.

12. Communication

a. Communications relating to the administration of this provision and disclosure statements should be directed to:

Patent Advisor

National Patent Program

USDA, Forest Service

One Gifford Pinchot Drive

Madison, WI 53705-2398

b. Practice statements are also made to the Patent Advisor.

NOTE: Exceptions for Not Using the Patent Rights Provision:

a. When the award is for the operation of a federally funded research and development center of a government-owned production facility;

b. In exceptional circumstances when it is determined by the U.S. Forest Service that restriction or elimination of the right to retain title to any subject invention shall better promote the policy and objective of Title 35, Chapter 18 of the United States Code; or

c. When it is determined by a Government authority which is authorized by statute or Executive Order to conduct foreign intelligence or counter intelligence activities that the restriction or elimination of the right to retain title to any subject invention is necessary to protect the security of such activities.

Any determination under this section shall be in writing and accompanied by a written statement of facts and shall contain such information as the U.S. Forest Service field office deems relevant and, at a minimum, shall:

a. Identify the small business firm or nonprofit organization involved.

b. Describe the extent to which U.S. Forest Service action restricted or eliminated the right to retain title to a subject invention.

c. State the facts and rationale supporting the U.S. Forest Service action.

d. Provide supporting documentation for those facts and rationale.

e. Indicate the nature of any objections to the U.S. Forest Service action and provide any documentation in which those objections appear. A copy of each such determination and written statement of facts shall be sent to the Director, Fiscal and Public Safety, Washington Office, for review and forwarded to the Comptroller General of the United States within 30 days after the award. In some cases of determinations applicable to awards with small business firms, copies shall also be sent to the Chief Counsel for advocacy of the Small Business Administration.

45. COPYRIGHTING. is granted sole and exclusive right to copyright any publications developed as a result of this agreement. This includes the right to publish and vend throughout the world in any language and in all media and forms, in whole or in part, for the full term of copyright and all renewals thereof in accordance with this award/agreement.

No original text or graphics produced and submitted by the Forest Service must be copyrighted. The Forest Service reserves a royalty-free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use the work for Federal Government purposes. This right must be transferred to any sub-agreements or subcontracts.

This provision includes:

• The copyright in any work developed by under this agreement.

• Any right of copyright to which purchases ownership with any Federal contributions.

[END OF PROVISIONS]

Caring for the Land and Serving People Printed on Recycled Paper