- Briefing Room
U.S. Department of Transportation
Federal Highway Administration
1200 New Jersey Avenue, SE
Washington, DC 20590
AGREEMENT TERMS AND CONDITIONS
(for awards effective prior to December 26, 2014)
While the requirements of Section 508 of the Rehabilitation Act of 1973, as amended, do not apply to assistance agreements, the FHWA is subject to the Act’s requirements that all documents posted on an FHWA or FHWA-hosted website comply with the accessibility standards of the Act. Accordingly, final deliverable reports prepared under this agreement and submitted in electronic format must be submitted in a format whereby FHWA can easily meet the requirements of Section 508 of the Rehabilitation Act of 1973, as amended.
NOTE: Quarterly Progress Reports and financial reports are not considered final deliverables and therefore the following requirements do not apply.
All electronic documents prepared under this agreement must meet the requirements of Section 508 of the Rehabilitation Act of 1973, as amended. The act requires that all electronic products prepared for the Federal Government be accessible to persons with disabilities, including those with vision, hearing, cognitive, and mobility impairments. View Section 508 of the Rehabilitation Act (http://www.access-board.gov/508/508standards.htm) - PART 1194 and the Federal IT Accessibility Initiative Home Page (http://section508.gov) for detailed information.
The following paragraphs summarize the requirements for preparing FHWA reports in conformance with Section 508 for eventual posting by FHWA to an FHWA-sponsored website.
Electronic documents with images
Provide a text equivalent for every non-text element (including photographs, charts and equations) in all publications prepared in electronic format. Use descriptions such as "alt" and "longdesc" for all non-text images or place them in element content. For all documents prepared, vendors must prepare one standard HTML format as described in this statement of work AND one text format that includes descriptions for all non-text images. "Text equivalent" means text sufficient to reasonably describe the image. Images that are merely decorative require only a very brief "text equivalent" description. However, images that convey information that is important to the content of the report require text sufficient to reasonably describe that image and its purpose within the context of the report.
Electronic documents with complex charts or data tables
When preparing tables that are heavily designed, prepare adequate alternate information so that assistive technologies can read them out. Identify row and column headers for data tables. Provide the information in a non-linear form. Markups will be used to associate data cells and header cells for data tables that have two or more logical levels of row and column headers.
Electronic documents with forms
When electronic forms are designed to be completed on-line, the form will allow people using assistive technology to access the information, field elements, and functionality required for completion and submission of the form, including all directions and cues.
Draft documents developed under this Agreement will be delivered as electronic files compatible with Microsoft Word 2000, or verified to be error free when read using Microsoft Word 2000 and Adobe PDF formats. Any other electronic format will receive prior approval from the AOR. With prior approval of the AOR, artwork or graphics not embedded in the electronic (MS Word) document may be submitted in camera ready format. Deliverables must follow the Turner Fairbanks Highway Research Center (TFHRC) Communications Reference Guide (https://www.fhwa.dot.gov/publications/research/general/03074/index.cfm) unless otherwise indicate in this scope of work.
The final deliverables under this Agreement must comply with Section 508 of the Rehabilitation Act and the Access Board Standards available online at: http://www.section508.gov/. Unless otherwise indicated, the Recipient represents by signature on this agreement that all deliverables will comply with the Access Board Standards. Final documents will be delivered in Microsoft Word 2000, PDF, and HTML formats. These documents will be prepared in electronic GPO-required format and will meet the Section 508 requirements to allow them to be posted and viewed on the Internet. Files should be organized so that they are readable without requiring an associated style sheet. The html versions will include a text equivalent description (e.g., via "alt", "longdesc", or in element content) for every non-text (e.g., graph, table, photo, diagram, etc.) element in the document. The best location for information on regulations for 36 CFR 1194, which implements Section 508 of the Rehabilitation Act of 1973, as amended, is at http://www.access-board.gov/sec508/guide/index.htm.
If the information center website existed before the effective date of this agreement, information presented prior to the date of execution of this agreement does not need to be modified to comply with Federal accessibility requirements. However, if a web page is modified or updated during this agreement’s period of performance, the modified or updated page must be presented in accessible format.
The total not-to-exceed amount of Federal funding that may be provided under this Agreement is _____.
Federal share of the cost of activities will be _____ percent as stated in _____.
The period of performance for this Agreement will begin on the award’s Effective Date and continue for __ months.
FHWA anticipates [insert 'ubstantial' for cooperative agreements] involvement between FHWA and the Recipient during the course of this project. FHWA anticipates the Federal involvement will include:
Performance under this agreement will be governed by and in compliance with the following requirements as applicable to the type of organization of the Recipient and any applicable subrecipients:
"Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments (49 CFR Part 18)," [located at www.fhwa.dot.gov/hep/guidance/superseded/49cfr18.cfm];
"Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and other Non-Profit Organizations (49 CFR 19)", [located at: www.fhwa.dot.gov/hep/guidance/superseded/49cfr19.cfm];
"New Restrictions On Lobbying (49 CFR Part 20)," [located at www.fhwa.dot.gov/hep/guidance/superseded/49cfr20.cfm ];
2 CFR Part 220 (OMB Circular A-21), "Cost Principles for Educational Institutions" [located at http://edocket.access.gpo.gov/2005/05-16648.htm];
2 CFR Part 225 (OMB Circular A-87), "Cost Principles for State and Local Governments" [located at https://obamawhitehouse.archives.gov/omb/circulars_a087_2004];
2 CFR Part 230 (OMB Circular A-122), "Cost Principles for Non-Profit Institutions" [located at http://edocket.access.gpo.gov/2005/05-16650.htm];
OMB Circular A-102, "Grants and Cooperative Agreements With State and Local Governments" [located at https://www.whitehouse.gov/sites/whitehouse.gov/files/omb/circulars/A102/a102.pdf ];
OMB Circular A-133, "Audits of States, Local Governments, and Non-Profits" [located at https://obamawhitehouse.archives.gov/omb/circulars/a133_compliance_supplement_2016];
2 CFR Part 215 (OMB Circular A-110), "Uniform Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations" [located at www.whitehouse.gov/wp-content/uploads/2017/11/Circular-110.pdf]; and
Any other applicable Federal regulation or statute.
The Recipient will provide overall program management. Specifically, the Recipient will be responsible for the following, as a minimum:
Travel and per diem authorized under this agreement will be reimbursed in accordance with the travel costs section of 2 CFR Part 225 (OMB Circular A-122), "Cost Principles for State and Local Governments" or 2 CFR Part 220 (OMB Circular A-21), "Cost Principles for Educational Institutions," and 2 CFR Part 230 (OMB Circular A-122), "Cost Principles for Non-Profit Institutions" as applicable. Per the Circular, in the absence of an acceptable, written institution policy regarding travel costs, the rates and amounts established in the Federal Travel Regulations in effect at the time of travel will apply. In addition, all non-domestic travel will be approved by the AO prior to incurring costs. Travel requirements under this agreement will be met using the most economical form of transportation available. If economy class transportation is not available, the request for payment vouchers must be submitted with supporting justification (and evidence of prior FHWA approval as applicable) for use of higher class travel, indicating dates, times, and flight numbers.
Amendments to this cooperative agreement may only be made in writing, signed by both parties for bilateral actions and by the AO for unilateral actions, and specifically referred to as an amendment to this cooperative agreement.
The AO has designated __(*** to be filled in at award ***)__, as Technical Representative to assist in monitoring the work under this agreement. The AOR will oversee the technical administration of this agreement and act as technical liaison with the performing organization. The AOR is not authorized to change the scope of work or specifications as stated in the agreement, to make any commitments or otherwise obligate the Government or authorize any changes which affect the agreement funding, delivery schedule, period of performance or other terms or conditions.
The AO is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this agreement will not be construed to authorize the revision of the terms and conditions of performance. The Agreement Officer will authorize any such revision in writing.
The Recipient agrees that the resulting deliverables/documentation submitted to the FHWA under this agreement can be posted online for public access and/or shared by FHWA with other interested parties. FHWA anticipates the documents cited herein may be posted on a FHWA website or other appropriate website.
Indirect costs are allowable under this agreement as follows:
|Indirect Rate Type||Rate (%)||Base|
|(*** Information||to be filled in at||award ***)|
In the event the Recipient determines the need to adjust the above listed rates, the Recipient will notify the U.S. DOT Agreement Officer of the planned adjustment and provide rationale for such adjustment. In the event such adjustment rates have not been audited by a Federal agency, the adjustment of rates must be pre-approved in writing by the Agreement Officer.
This Indirect Cost provision does not operate to waive the limitations on Federal funding provided in this document. The Recipient’s audited final indirect costs are allowable only insofar as they do not cause the Recipient to exceed the total obligated funding.
The Recipient will make available to the Government copies of all work developed in performance with this cooperative agreement, including but not limited to software and data. The Government and others acting on its behalf will have rights to obtain, reproduce, publish or otherwise use the data developed in the performance of this cooperative agreement pursuant to 49 CFR Part 18 or Part 19.
The Recipient may request advances or reimbursement of costs incurred in the performance hereof as are allowable under the applicable cost provisions see 49 CFR Part 18 or Part 19 not-to exceed the funds currently available as stated herein. Requests should be made no more frequently than monthly.
Payments by Reimbursement: Requests for payments by reimbursement will be submitted to the payment office via the DELPHI eInvoicing System. When requesting reimbursement of costs incurred and credit for cost share incurred, the Recipient will electronically submit the SF270, with supporting cost detail to clearly document all costs incurred. Cost detail includes: a detailed breakout of all costs incurred including direct labor, indirect costs, other direct costs, travel, etc., and identify the Federal share and the Recipient’s cost share portions. The cost detail should show all the project costs for the period covered by the reimbursement request, and also show all the cumulative-to-date costs.
The AO or AS reserves the right to withhold processing requests for reimbursement until sufficient detail is received. In addition, reimbursement will not be made without AOR review and concurrence to ensure that progress on the Agreement is sufficient to substantiate payment. After AOR concurrence, the AO will approve and forward the request for reimbursement to the payment office via the DELPHI eInvoicing System.
Advance Payments: Approved Advance Payments will be processed via Approval Workflow. Advance Payments will NOT be processed using the DELPHI eInvoicing System. Recipients may be paid in advance, provided they maintain or demonstrate the willingness to maintain the following in accordance with 49 CFR Part 19: (1) written procedures that minimize the time elapsing between the transfer of funds and disbursement by the Recipient, and (2) financial management systems that meet the standards for fund control and accountability. When these items are not met, reimbursement will be the method for payment.
The Recipient must have Internet access to register and use the DELPHI eInvoicing System. Prompt registration for the DELPHI eInvoicing System is important in order to reduce the possibility of delayed payments.
All persons accessing the DELPHI eInvoicing System will be required to have their own unique user ID and password. It is not possible to have a generic ID and password for a Recipient.
Registration: To register for the DELPHI eInvoicing System Recipients must eAuthenticate and activate an account by contacting their AO and providing the full name, title, phone number and e-mail address for the appropriate point(s) of contact (POC) who will submit payment requests. Within two weeks the POC should receive an invite to sign up for the system. The POC will also receive a form to verify their identity. The POC must complete the form, and present it to a Notary Public for verification. The POC will return the notarized form to:
DOT Enterprise Service Center
FAA Accounts Payable, AMZ-100
PO Box 25710
Oklahoma City, OK 73125
When the form is received and validated the Recipient POC will receive a unique user ID and password via e-mail. POCs should contact their AO with any changes to their system information.
A tutorial for the eAuthentication and account activation process can be found here: http://www.dot.gov/mission/budget/eauthentication-process-tutorial
Recipients registered with other DOT Agencies, such as Federal Aviation Administration or Federal Railroad Administration, must also apply for access with FHWA in order to request payment from FHWA.
To facilitate your use of the system the DELPHI eInvoicing website provides comprehensive user’s information including:
Web-based training at: http://www.dot.gov/sites/all/dot_assets/DOT_GR_04-24-2012/lessons/index.html,
Desktop User’s Manual at: http://www.dot.gov/mission/budget/grant-recipient-desktop-user-manual,
Several Quick Reference Guides (QRGs):
A QRG for Creating a Standard Invoice is at: http://www.dot.gov/mission/budget/qrg-creating-standard-invoice,
A QRG for Creating a Credit Memo is at: http://www.dot.gov/mission/budget/qrg-creating-credit-memo.
Account Management: The Recipient should contact their AO when POCs have left their organization or are no longer will be submitting invoices, with the full name, title, phone number, e-mail address, and user ID of the POC. The user ID will then be removed. If a user ID becomes inactive/times out due no activity, the Recipient should contact their AO/AS with the full name, title, phone number, e-mail address, and user ID of the POC to be reactivated.
Note: To prevent being timed out due to no-activity, users should login once within 45 days of their last login.
Waivers: The Department of Transportation Financial Management officials may, on a case by case basis, waive the requirement to register and use the DELPHI eInvoicing System. Waiver request forms can be obtained on the DELPHI eInvoicing website (http://www.dot.gov/cfo/delphi-einvoicing-system.html) or by contacting the AO. Recipients must explain why they are unable to use or access the Internet to register and enter payment requests.
All waiver requests should be sent to via mail to:
Director of the Office of Financial Management
US Department of Transportation, B-30
Office of Financial Management, Room W93-431
1200 New Jersey Avenue SE
Washington DC 20590-0001
or electronically to: DOTElectronicInvoicing@dot.gov
The Director of the DOT Office of Financial Management will confirm or deny the request within approximately 30 days.
If a Recipient is granted a Waiver, Requests for advance or reimbursement and required supporting documents, should be sent via regular U.S. Postal Service to the following address:
Federal Highway Administration
P.O. Box 268865
Oklahoma City, OK 73126-8865
Attention: Ryan Wisniewski
Requests for advance or reimbursement submitted via an overnight service must use the following physical address:
MMAC FHWA/AMZ-150 6500 MacArthur Blvd. Oklahoma City, OK 73169 Attention: _______________
Express Delivery Point of Contact: Ryan Wisniewski, 405-954-8252
An acknowledgment of U.S. DOT support and a disclaimer must appear in any publication of any material, whether copyrighted or not, based on or developed under the cooperative agreement, in the following terms:
"This material is based upon work supported by the U.S. Department of Transportation under cooperative agreement No. (*** to be filled in at award ***)".
All materials must also contain the following:
"Any opinions, findings, and conclusions or recommendations expressed in this publication are those of the Author(s) and do not necessarily reflect the view of the U.S. Department of Transportation."
The Federal Government, through its authorized representatives, has the right, at all reasonable times, to make site visits to review project accomplishments and management control systems and to provide such technical assistance as may be required. If any site visit is made by the Federal Government on the premises of the Performing Organization or a subrecipient under this cooperative agreement, the Performing Organization will provide and will require their subrecipients to provide all reasonable facilities and assistance for the safety and convenience of the Government representative in the performance of their duties. All site visits and evaluations will be performed in such a manner as will not unduly delay work.
The Recipient is required to report deviations from budget and program plans, and request prior approval for budget and program plan revisions in accordance with 49 CFR Part 18.30 or 49 CFR Part 19.25 as applicable.
Note: The Recipient must obtain prior written approval from the Agreement Officer to transfer amounts budgeted for direct cost categories when the cumulative value of such transfers will exceed 10% of the value of Federal share of this agreement.
By signing this agreement, the Recipient verifies that it has, or will implement, a financial management system adequate for monitoring the accumulation of costs and that it complies with the financial management system requirements of 49 CFR Part 18 or 49 CFR Part 19, as applicable. The Recipient’s failure to comply with these requirements may result in agreement termination.
Allowable costs will be determined in accordance with the applicable Federal cost principles, e.g., For-profit organizations, FAR 31.2; Non-profit organizations, 2 CFR Part 230; Educational Institutions, 2 CFR Part 220, and 2 CFR Part 225; Cost Principles for State and Local Governments.
The total estimated amount of Federal funding that may be provided under this cooperative agreement is $______ (*** to be filled in at award ***) for the entire period of performance, subject to the limitations shown below:
(1) Currently, Federal funds in the amount of $_____ (*** to be filled in at award ***), are obligated to this agreement.
(2) Subject to availability of funds, and an executed document by the Agreement Officer, $_________ (*** to be filled in at award ***) may be obligated to this agreement.
(3) The Government’s liability to make payments to the Recipient is limited to those funds obligated under this agreement as indicated above and any subsequent amendments.
The Recipient must be registered in SAM in order to receive payments under this agreement. Use of the SAM is to provide one location for applicants and Recipients to change information about their organization and enter information on where government payments should be made. The registry will enable Recipients to make a change in one place and one time for all Federal agencies to use.
The System for Award Management (SAM) replaced CCR/FedReg, ORCA, and EPLS. If you have been using those systems, you should now go to www.sam.gov to find your information. Your CCR username will not work in SAM. You will need a new SAM User Account to register or update your entity records.
If you had an active record in CCR, you have an active record in SAM. You do not need to do anything in SAM at this time, unless a change in your business circumstances requires updates to your Entity record(s) in order for you to be paid or to receive an award or you need to renew your Entity(s) registration prior to its expiration. SAM will send notifications to the registered user via email 60, 30, and 15 days prior to expiration of the Entity’s record.
To update or renew your Entity records(s) in SAM, you will need to create a SAM User Account and link it to your migrated Entity records.
Training tools are available on the SAM website to help you get familiar with SAM. Start by going to www.sam.gov, and then click on the SAM HELP tab. Under User Help you will find the full User Guide, as well as Quick Start Guides and Helpful Hints that will help you create an account, migrate your roles, perform updates, and search for the information you need. You can also view those guides at https://www.sam.gov/sam/SAM_Guide/SAM_Non_Federal_User_Guide/SAM_Non_Fed_User_Guide.html.
NOTE: SAM is completely free of charge for both registrants and users.
The Recipient will request prior written approval from the AO for any change in Key Personnel specified in the award.
The following person(s) have been identified as Key Personnel:
|Name||Title / Position|
|(*** to be||filled in at award ***)|
Program Income earned during the project period will be retained by the Recipient and added to funds committed to the project by the Federal awarding agency and the Recipient and used to further eligible project or program objectives, unless otherwise approved by the Agreement Officer. Program income will not be used to satisfy the cost share requirements or used to offset the Federal contribution to this project.
Unless described in the application and funded in the approved award, the Recipient will obtain prior written approval from the AO for the subrecipient, transfer, or contracting out of any work under this award. This provision does not apply to the purchase of supplies, material, equipment, or general support services.
The Recipient shall obtain prior written approval from the AOR to print more than ten copies of any deliverable under this agreement. The Recipient shall submit such requests in writing or by email to the AOR, to include specifics on the deliverable, requested printing quantity, and estimated costs for printing.
The Recipient will comply with Subpart B of 49 CFR Part 32, Governmentwide Requirements for a Drug-Free Workplace (Financial Assistance). See 49 CFR Part 32 for details of the requirement. (Note: 49 CFR Part 32 is available online at https://www.gpo.gov/fdsys/pkg/CFR-2012-title49-vol1/pdf/CFR-2012-title49-vol1-part32.pdf).
The Recipient will comply with the Subpart C of 49 CFR Part 29, Government Debarment and Suspension (Nonprocurement). Further, the Recipient will flow down this requirement to applicable subawards by including a similar terms or condition in lower-tier covered transactions. See 49 CFR Part 29 for detail of the requirement. (Note: 49 CFR Part 29 is available online at https://www.fhwa.dot.gov/cfo/pdf/49cfr29a.pdf).
FHWA may terminate or suspend this agreement, in whole or in part, at any time prior to its expiration date in accordance with 49 CFR Part 19. The Recipient may appeal a decision by the U.S. DOT, to terminate or suspend this agreement, in writing to the next level above the Agreement Officer within 30 days after receipt of the decision letter.
The parties to this agreement will communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Disputes provision. Any dispute, which for the purposes of this provision includes any disagreement or claim, between the FHWA and the recipient concerning questions of fact or law arising from or in connection with this Agreement and whether or not involving alleged breach of this Agreement, may be raised only under this Disputes provision.
Whenever a dispute arises, the parties will attempt to resolve the issues involved by discussion and mutual agreement as soon as practical. In no event will a dispute which arose more than three months prior to the notification made under the following paragraph of this provision constitute the basis for relief under this article unless FHWA waives this requirement.
Failing resolution by mutual agreement, the aggrieved party will document the dispute by notifying the other party in writing of the relevant facts, identify unresolved issues and specify the clarification or remedy sought. Within five working days after providing written notice to the other party, the aggrieved party may, in writing, request a decision from the Agreement Officer. The other party will submit a written position on the matters in dispute within thirty calendar days after being notified that a decision has been requested. The Agreement Officer will conduct a review of the matters in dispute and render a decision in writing within thirty calendar days of receipt of such written position. Any decision of the Agreement Officer is final and binding unless a party will, within thirty calendar days, request further review as provided below.
Upon written request to the FHWA Director, Office of Acquisition and Grants Management or designee, made within thirty calendar days after the Agreement Officer’s written decision or upon unavailability of a decision within the stated time frame under the preceding paragraph, the dispute will be further reviewed. This review will be conducted by the Director, Office of Acquisition and Grants Management. Following the review, the Director, Office of Acquisition Management, will resolve the issues and notify the parties in writing. Such resolution is not subject to further administrative review and to the extent permitted by law, will be final and binding. Nothing in this Agreement is intended to prevent the parties from pursuing disputes in a United States Federal Court of competent jurisdiction.
a) Definitions. The following definitions are intended to be consistent with the definitions in DOT Order 3902.10 and the E.O. For clarification purposes, they may expand upon the definitions in the E.O.
"Driving"- (1) Means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. (2) It does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary.
"Text Messaging" ---means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law.
(b) In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, and DOT Order 3902.10, Text Messaging While Driving, December 30, 2009, financial assistance recipients and subrecipients of grants and cooperative agreements are encouraged to:
(1) Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving-- (i) Company-owned or -rented vehicles or Government-owned, leased or rented vehicles; or (ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government.
(2) Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as- (i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.
(c) Assistance Awards. All recipients and subrecipients of financial assistance to include: grants, cooperative agreements, loans and other types of assistance, will insert the substance of this clause, including this paragraph (c), in all assistance awards.
Reporting of first-tier subawards.
Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111–5) for a subaward to an entity (see definitions in paragraph e. of this award term).
Where and when to report.
You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov.
For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.)
What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify.
Reporting Total Compensation of Recipient Executives.
Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if—
the total Federal funding authorized to date under this award is $25,000 or more;
in the preceding fiscal year, you received—
(A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm. )
Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term:
As part of your registration profile at www.sam.gov.
By the end of the month following the month in which this award is made, and annually thereafter.
Reporting of Total Compensation of Subrecipient Executives.
Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you will report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if—
in the subrecipient's preceding fiscal year, the subrecipient received—
(A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and
The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)
Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term:
To the recipient.
By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year ( i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year.
If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report:
The total compensation of the five most highly compensated executives of any subrecipient.
Definitions. For purposes of this award term:
Entity means all of the following, as defined in 2 CFR part 25:
A Governmental organization, which is a State, local government, or Indian tribe;
A foreign public entity;
A domestic or foreign nonprofit organization;
A domestic or foreign for-profit organization;
A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity.
Executive means officers, managing partners, or any other employees in management positions.
This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient.
The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. __ .210 of the attachment to OMB Circular A–133, "Audits of States, Local Governments, and Non-Profit Organizations").
A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract.
Subrecipient means an entity that:
Receives a subaward from you (the recipient) under this award; and
Is accountable to you for the use of the Federal funds provided by the subaward.
Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):
Salary and bonus.
Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.
Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.
Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.
Above-market earnings on deferred compensation which is not tax-qualified.
Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.
The Paperwork Reduction Act of 1995 (PRA): Any activities involving information collection (i.e., paper or web-based surveys, questionnaires, etc.) from 10 or more non-Federal entities, including States, are subject to PRA requirements and may require the USDOT to coordinate an OMB Information Collection Clearance, a process that generally takes eight months. The Recipient will coordinate with the AOR on this process.
The Recipient will submit all required reports and documents, under transmittal letter referencing the cooperative agreement number, as follows:
Submit an electronic copy and one hard copy and on to the Agreement Specialist at the following address:
Federal Highway Administration
Office of Acquisition & Grants Management
1200 New Jersey Ave., SE
Mail Stop E65-101
Washington, DC 20590
Attention: _________ (Email:_________) [**To be filled in at time of award**]
Submit an electronic copy and one hard copy to the AOR at the following address:
Federal Highway Administration
Office of Acquisition & Grants Management
1200 New Jersey Ave., SE
Mail Stop ____________
Washington, DC 20590
Attention: _________ (Email:_________) [**To be filled in at time of award**]
The Recipient will submit an electronic copy of the SF-PPR, in PDF format, to the AOR and the Agreement Specialist on or before the 15th of the month following the calendar quarter being reported. Final PPRs are due 90 days after the end of the agreement period of performance.
The SF-PPR is available online: SF-PPR, SF-PPR-2, SF-PPR-A, SF-PPR-B, SF-PPR-C, SF-PPR-D, SF-PPR-E, SF-PPR-F. The quarterly submittal will consist of the SF-PPR cover page and the following required attached information.
In Block 10, Performance Narrative, (attach additional sheets as necessary) provide concise statements covering the activities relevant to the project, including all the items listed in Task 1B.
In the SF-PPR Block 11, Other Attachments, include the following information as attached pages:
The Recipient will submit an electronic copy and one hard copy of the Annual Budget Review and Program Plan to the AOR and one electronic copy and one hard copy to the Agreement Specialist 60 days prior to the end of each year. The Annual Budget Review and Program Plan will provide a detailed schedule of activities, estimate of specific performance objectives, include forecasted expenditures, and schedule of milestones for the upcoming year. If there are no proposed deviations from the Approved Project Budget, the Annual Budget Review will contain a statement stating such. The Recipient will meet via teleconference or web conference with FHWA to discuss the Annual Budget Review and Program Plan. Work proposed under the Annual Budget Review and Program Plan will not commence until Agreement Officer’s written approval is received.
The Recipient will submit an electronic copy and one hard copy of the SF-428 Tangible Personal Property Report to the AOR and one electronic copy and one hard copy to the Agreement Specialist 60 days prior to the anniversary date of this agreement.
If no property was furnished or acquired during the agreement up to the end date of the reporting period, indicate that information in block 8 of the SF-428. If property was furnished or acquired during the agreement up to the end date of the reporting period, list the property on the SF-428-A and SF-428S forms. Use additional sheets as necessary. Use separate sets of sheets to show Federally owned property and Recipient owned property.
The SF-428 series of forms are available online at https://app_gsagov_prod_rdcgwaajp7wr.s3.amazonaws.com/SF428-17.pdf.
The Recipient's technical and budget applications are accepted, approved, and incorporated herein as Attachments A and B. In the event of any conflict between this agreement document and the Recipient's proposal and/or application, this Agreement document shall prevail.
 Any information about a human being, living or dead, regardless of nationality, that is maintained by an agency and that permits identification of that individual to be reasonably inferred by either direct or indirect means (as in data mining), including, but not limited to, name, social security number, date and place of birth, mother’s maiden name, biometric records, education, financial transactions, medical history, non-work telephone numbers, and any other personal information that is linked or linkable to an individual
 Standard Form (SF)270, Request for Advance or Reimbursement, and is available at https://app_gsagov_prod_rdcgwaajp7wr.s3.amazonaws.com/SF270-V1.0.pdf