As of 11.17.2022
As a recipient of federal funding, GBH is required to pass on the following federal terms and conditions to Subrecipient. The following terms and conditions are incorporated into this Agreement as indicated. In addition, as specified in the Uniform Guidance, in instances where Subrecipient contracts with a third party to contribute to the project in any way, any agreement with a third party must include the federal terms set forth in the sections below.
- Representations and Warranties. Subrecipient represents, warrants and certifies that it and its principals:
a. will comply fully with laws and regulations and GBH policy prohibiting discrimination against any person on the basis of race, color, religion, national origin, age, gender, sexual orientation, veteran or military status, or physical or mental handicap. These laws include but are not limited to: Title VII of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); the Equal Pay Act of 1963 (29 U.S.C. §206); the Age Discrimination in Employment Act of 1967 (29 U.S.C. §621-34); the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794); Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d); Title IX of the Education Amendments of 1972 (20 U.S.C. 1681 et seq.); the Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. 1201-12213); the Equal Employment Opportunity Act (30 FR 12319, 12935, 3 CFR, 1964-1965 Comp., p. 339), as amended by E.O. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR part 60, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. In accordance with the above-referenced nondiscrimination statutes, and NSF’s implementing regulations and policies, the Subrecipient does not and will not, on the ground of race, color, national origin, sex, disability, or age, exclude any person from participation in, deny the benefits of, or otherwise subject to discrimination under, any program or activity for which the Subrecipient receives Federal financial assistance from NSF; and certifies that it will immediately take any measures necessary to effectuate this agreement;
b. Suspension and Debarment:
i. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from a covered transaction by any Federal department or agency, and it is not listed on the government-wide Excluded Parties List System (“EPLS”);
ii. have not within a three-year period preceding this proposal or Agreement been convicted of or had a civil judgment rendered against us for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
iii. are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (b)(ii);
iv. have not within a three-year period preceding this application/proposal or Agreement had one or more public transactions (Federal, State or local) terminated for cause or default;
v. shall comply with the OMB guidelines at 2 CFR part 180 that implement Executive Orders 12549 and 12689, and monitor its own compliance with the foregoing requirements and any other applicable government regulations regarding debarment and suspension;
vi. shall provide immediate written notice to the GBH Compliance Office, if it learns either that
A. Subrecipient failed to disclose information earlier, or
B. due to changed circumstances, Subrecipient or any of its principals for the transaction no longer meet any of the criteria in paragraphs (i) to (v) of this certification; and
vii. in the event that Subrecipient awards a lower-tier contract or subaward in connection with the services it is providing hereunder which contract award is in an amount expected to equal or exceed $25,000, and in certain other instances listed at 2 C.F.R. 180.220, will ensure that any such contract shall not be made to parties listed on the EPLS in accordance with 2 CFR part 180, and will periodically check the EPLS throughout the course of production for all parties with whom Subrecipient enters into a contract for $25,000 or more;
viii. agrees to immediately terminate any lower-tier contract or subaward and notify GBH if Subrecipient determines that any lower-tier subrecipient or contractor is listed on the EPLS;
c. No Lobbying:
i. has not and will not use Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement;
ii. if any funds other than federal funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a federal contract, grant, loan, or cooperative agreement, Subrecipient shall complete and submit Standard Form LLL, “Disclosure of Lobbying Activities,” in accordance with its instructions;
d. for contracts or agreements for the performance of experimental, developmental, or research work, Subrecipient acknowledges the rights of the Federal Government and GBH in any resulting invention in accordance with 37 CFR part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency;
e. agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.) as amended. Subrecipient shall report all suspected or reported violations to the federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA);
f. Conflict of Interest:
i. shall comply with all applicable federal laws relating to Conflict of Interest and shall not permit any person participating in providing services as stated herein to use his or her position for a purpose that is – or gives the appearance of being – motivated by a desire for private financial gain for that person or for others. In connection therewith:
A. Subrecipient acknowledges that it either has its own conflict of interest policy which is compliant with the National Science Foundation Proposal and Award Policies and Procedures Guide, Chapter IX, Section A (the “NSF COI Policy”), and any other Federal agency regulations or policies GBH may identify, or Subrecipient agrees to comply with the “GBH Conflict of Interest Policy”; and
B. Subrecipient agrees to cause its principals responsible for editorial and financial management of the Project to comply with either Subrecipient’s conflict of interest policy or the “GBH Conflict of Interest Policy,” and each above-referenced principal to sign the “Conflict of Interest Disclosure Form for Non-GBH Employees Certification and Financial Disclosure for Federal Awards”, and to deliver same to GBH simultaneously with delivery to GBH of this signed Agreement; and
ii. has identified and disclosed to GBH in writing and received prior written approval from GBH for any and all budget line items, expenses or instances from which Subrecipient or any person participating in providing services as stated herein they may directly or indirectly receive payment, financial gain or other benefit. Such line items will be highlighted and noted in all approved budgets, and in cost reports and final accounting documents provided to GBH;
g. Anti-Bribery:
i. if Subrecpient is a Producer, it has identified and disclosed to GBH in writing any and all budget line items from which a "Fixer" will directly or indirectly receive compensation. A “Fixer” is an industry term, which refers to a person who is hired to provide logistical production support for the Project, including, but not limited to, coordinating travel and accommodations, facilitating permits, talent, crews, and equipment. Subrecipient represents and warrants that neither Fixers nor any production personnel working on the Project, shall offer, make, promise to make, or authorize the making of any gift or payment of money or anything of value either directly or indirectly to any officer or employee of a non-U.S. government or any department, agency, or instrumentality thereof, which shall include any state-owned enterprise, or to any person acting in an official capacity for or on behalf of any non-U.S. government or department, agency or instrumentality or to any political party or candidate for political office (all of the foregoing individuals being individually and collectively referred to herein as “Foreign Officials”) for purposes of (A) influencing any act or decision of such Foreign Official in his official capacity; or (B) inducing such Foreign Official to do or omit to do any act in violation of the lawful duty of such official; or (C) inducing such Foreign Official to use his influence with a non-U.S. government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality in order to obtain, retain or direct or assist in obtaining, retaining or directing business to Subrecipient; and
ii. no funds paid to Subrecipient by GBH will be used in violation of The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. (“FCPA”); and Subrecipient, including any parent, subsidiary, or affiliate thereof, warrants that it is fully in compliance with and agrees to comply fully at all times with all applicable laws, including without limitation the FCPA and all applicable laws, regulations and other statutory laws.
h. shall comply, including Subrecipient employees and independent contractors, with 2 CFR 175.15 and shall not: engage in severe forms of trafficking in persons during the term of this award, procure a commercial sex act during the period of time that the award is in effect, or use forced labor in the performance of the Agreement or subcontracts under the award. Subrecipient will notify GBH immediately of any information Subrecipient receives from any source alleging a violation of this prohibition. As used herein, “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;
i. to the extent that Subrecipient contributes its own funds or allocates “in-kind” expenses to the Project, Subrecipient must provide a detailed listing to GBH of all such costs and detailed supporting documentation for the noted costs. In addition, an authorized official of Subrecipient must certify to the accuracy and completeness of the listing that all costs listed have been incurred in accordance with the Uniform Guidance. In connection therewith, Subrecipient agrees to comply with and sign the “GBH In-Kind Contribution Certification for Federal Awards,” (available at [wiki]) and deliver the same and applicable documentation to the GBH Representative when Subrecipient delivers its Final Accounting for the Project. If the Project does not have a Final Accounting, this documentation shall be delivered to the GBH Representative along with a copy of this signed certification with delivery to GBH of the final Materials or Services, whichever is later;
j. in accordance with Executive Order 13513, “Federal Leadership On Reducing Text Messaging While Driving,” October 1, 2009, Subrecipient staff shall not text message while driving a government owned vehicle, or while driving a privately owned vehicle during official grant business, and shall not use government supplied electronic equipment to text message or email while driving;
k. for contracts over the simplified acquisition threshold fixed at 41 U.S.C.§ 134 (currently $250,000), GBH, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the Subrecipient which are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and transcriptions for a period of three years after closeout;
l. in accordance with 2 C.F.R. 200.334 and GBH policy, Subrecipient shall retain all Project related records, including financial, statistical, performance, and other grant related documents, for a minimum of eight years after Project final report submission;
m. where a contract is in excess of $2,000 and for construction or repair, Subrecipient shall comply with the Copeland ‘‘Anti-Kickback’’ Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR part 3, ‘‘Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States’’). The Act provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. Subrecipient shall report all suspected or reported violations to GBH, and GBH will report such violations to the awarding agency, as necessary;
n. where a contract is in excess of $2,000 and for construction, Subrecipient shall comply with the Davis-Bacon Act (40 U.S.C. 3141-48) and as supplemented by Department of Labor regulations (29 CFR part 5, ‘‘Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction’’). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, the Act requires contractors to pay wages not less than once a week. Subrecipient shall report all suspected or reported violations to GBH, and GBH will report such violations to the awarding agency, as necessary;
o. for all contracts in excess of $100,000 involving the employment of mechanics or laborers, Subrecipient shall comply with sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-08), as supplemented by Department of Labor regulations (29 CFR part 5). Under section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard workweek of 40 hours. Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than 1½ times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. Section 3704 is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions that are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence;
p. except as otherwise required by statute, if the Agreement requires the contracting (or subcontracting) for construction or facility improvements, Subrecipient shall follow its own requirements relating to bid guarantees, performance bonds, and payment bonds unless the construction contract or subcontract exceeds $100,000. For those contracts or subcontracts exceeding $100,000, the Federal awarding agency may accept the bonding policy and requirements of the recipient, provided the Federal awarding agency has made a determination that the Federal Government’s interest is adequately protected. If such a determination has not been made, the minimum requirements shall be as follows: (i) A bid guarantee from each bidder equivalent to five percent of the bid price. The “bid guarantee” shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required within the time specified; (ii) A performance bond on the part of the contractor for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all the contractor’s obligations under such contract; (iii) A payment bond on the part of the contractor for 100 percent of the contract price. A “payment bond” is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract; and (iv) Where bonds are required in the situations described herein, the bonds shall be obtained from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR part 223, ‘‘Surety Companies Doing Business with the United States;”
q. shall comply with the affirmative action program requirements as applicable and as set out at 41 C.F.R. Parts 60-1 and 60-2 shall develop and maintain a written affirmative action program for each of its qualifying establishments;
r. shall comply with all U.S. export control laws and regulations, including the International Traffic In Arms Regulations (ITAR), 22 CFR Parts 120-130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions or exceptions, Subrecipient shall be responsible for obtaining the appropriate licenses or other approvals, if required;
s. shall comply with the Fly America Act, 49 U.S.C. 40118, and when purchasing airfare with Project funds will purchase only U.S. flag airfare; and
t. in accordance with Section 7009 of the America creating Opportunities to Meaningfully Promote Excellence in Technology, Education, and Science (COMPETES) Act (42 U.S.C. 1862o-1), if Subrecipient utilizes undergraduate, graduate or postdoctoral researchers, including student interns, who will be supported by federal agency funds to conduct research related to this Agreement, Subrecipient shall maintain a Responsible Conduct of Research policy including a training program and written guidance or bulletins ensuring the responsible and ethical conduct of research and oversight. If this Agreement is funded by NSF, NIH or HHS and Subrecipient has students and researchers working on the Project as described herein, Subrecipient agrees to comply with and sign the “GBH Responsible Conduct of Research Certification for contracts funded by NSF, NIH, HHS” (available at [wiki site]) and to deliver same to GBH prior to proposal submission;
u. will submit all invoices to GBH reflecting true and accurate information. Subrecipient shall sign all such invoices and deliver them to GBH pursuant to Paragraph 15(e) of the Agreement, in the format reflected in the “GBH Invoice Template,” (available at [wiki]);
v. with regard to termination of contracts and remedies, Subrecipient shall ensure any contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, shall address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate and all contracts in excess of $10,000 shall address termination for cause and for convenience by Subrecipient, including the manner by which it will be effected and the basis for settlement;
w. with regard to the prohibition on certain telecommunications and video surveillance services or equipment, Subrecipient has not and will not obligate or expend Federal appropriated funds or loans to:
i. Procure or obtain;
ii. Extend or renew a contract to procure or obtain; or
iii. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
A. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
B. Telecommunications or video surveillance services provided by such entities or using such equipment.
C. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country;
x. with regard to domestic preferences for procurements, as appropriate and to the extent consistent with law, shall, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products).
i. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
ii. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber; and
y. shall comply, as applicable, with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines;
z. Subawards and Subcontracts:
i. shall not delegate or otherwise subcontract or subaward performance under this Agreement without GBH’s prior written consent;
ii. shall not make a subcontract or subaward to any entity unless Subrecipient provides the entity’s Unique Entity Identifier to GBH;
aa. shall comply with and sign the “GBH Subrecipient General Compliance Certification,” and will deliver same to GBH simultaneously with delivery to GBH of this signed Agreement; and
bb. shall comply with and sign the “The Uniform Guidance Audit Requirements,” and will deliver same to GBH simultaneously with delivery to GBH of this signed Agreement.
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