Joint Venture Agreements - Administrative General Terms and Conditions
- Order of Precedence
- Acknowledgement of Federal Funding from USDA
- Activities Conducted Abroad
- Accounting System Requirements
- Accounting, Audit, and Records
- Allowable Costs
- Applicability of Administrative and Cost Principle Requirements, Part 1
- Duplication of Benefits
- Federal Debt Status
- Indirect Costs and Tuition Remission
- Non-supplanting Requirement
- Notice of Funding Opportunity Requirements
- Participation in Similar Activities
- Press Releases
- Revision of Budget
- Rules of the Workplace
- Subcooperator Notification
- Tangible Personal Property
- Program Income
- Publications and Acknowledgment of Support
- Davis-Bacon and Service Contract Act
- Funding Equipment and Supplies
- Patent Rights
- Reporting of Matters Related to Cooperator Integrity and Performance
- Security Issues
- USDA Guidelines for Quality of Information
- Research Misconduct
|Provision Title||Administrative GT&C - Mandatory||JV Instructions|
|In the event of any inconsistency between provisions of the joint venture agreement, the inconsistency will be resolved by giving precedence in the following order:
|All Cooperators must acknowledge their use of federal funding when issuing statements, press releases, requests for proposals, bid invitations, and other documents describing projects or programs funded in whole or in part with Federal funds.|
|All Cooperators must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained.|
|Prior to FAS’ initial payment to the Cooperator, the Cooperator shall provide sufficient evidence to the FAS Grants Management Officer that its accounting system is in accord with the Generally Accepted Accounting Principles.||Applies to all JVs.|
|a) Cooperators are responsible for obtaining audits in accordance with the audit requirements of 2 CFR 200.500 through 200.521. In addition, Cooperators are subject to the audit requirements found in the Single Audit Act Amendments of 1996, (31 U.S.C.7501-7507).
(b) The Cooperator shall maintain financial records, supporting documents, statistical records and all other records pertinent to the joint venture agreement in accordance with Generally Accepted Accounting Principles formally prescribed by the United States to sufficiently substantiate charges to this joint venture agreement. Accounting records that are supported by documentation shall at a minimum be adequate to show all costs incurred under the joint venture agreement, receipt, and use of goods and services acquired under the joint venture agreement, the costs of the program supplied from other sources, and the overall progress of the program. Unless otherwise notified, the Cooperator’s records and subcooperator’s records which pertain to this joint venture agreement shall be retained for a period of three years from the date of submission of the final expenditure report, except when a longer retention period is required by law and may be audited by FAS and/or its representatives.
(c) FAS shall retain the right to conduct a financial review, require an audit, or otherwise ensure adequate accountability of organizations expending FAS funds regardless of the audit requirement.
(d) Organizations that provide FAS resources to other organizations to carry out FAS program and activities shall be responsible for monitoring their subcontractors or subcooperators. The cost of agreed-upon procedures to monitor subcooperators who are exempted from the requirements of the Single Audit Act and 2 CFR Part 200 Subpart F—Audit Requirements are allowable, subject to the conditions listed in 2 CFR 200.422 (c) (1)-(3).
(e) In cases of continued inability or unwillingness to have an audit performed in accordance with the terms of the this part, FAS shall consider appropriate sanctions which may include, inter alia, suspension of all or a percentage of disbursements until the audit is satisfactorily completed.
|Applies to all JVs.|
|The Cooperator will not refer in any manner to the USDA or agencies thereof in connection with the use of the results of the project without prior specific written authorization by FAS. Information obtained as a result of the project will be made available to the public in printed or other forms by FAS at its discretion. The Cooperator will be given due credit for its cooperation in the project.||Applies to all JVs.|
|(a) Allowable costs shall be determined in accordance with cost-principles as outlined in 2 CFR Part 200.400 through 200.475 applicable to the Cooperator incurring the costs.
(b) The Cooperator shall be reimbursed for costs incurred in carrying out the purposes of this Joint Venture Agreement which are determined by the Grants Management Officer to be reasonable, allocable, and allowable in accordance with the terms of this Joint Venture Agreement and the applicable cost principles in effect on the date of this Joint Venture Agreement. The Cooperator may obtain a copy of the applicable cost principles from the Grants Management Officer. Brief definitions of what may be considered as reasonable, allocable, and allowable costs are provided below; however, it is the Cooperator's responsibility to ensure that costs incurred are in accordance to the relevant federal Cost Principles.
(c) Prior to incurring a questionable or unique cost, the Cooperator shall obtain the Grants Management Officer's written determination on whether the cost will be allowable.
(d) No funds provided under this Joint Venture Agreement shall be paid as profit or fee to the Cooperator or paid by the Cooperator to any subcooperator under this Joint Venture Agreement. However, funds may be used to pay subcontractors profit or fees under this Joint Venture Agreement.
(e) Failure to comply with indirect cost rate requirements may lead to substantial overpayments or underpayments.
(f) The Cooperator must inform FAS, through the Grants Management Officer, of all applicable indirect cost rate adjustments.
|Applies to all JVs.|
|The Cooperator of the Joint Venture Agreement agrees to comply with the following regulations, as applicable. The full text of Code of Federal Regulations (CFR) references may be found at: eCFR — Code of Federal Regulations.
||Applies to all JVs.|
|Whenever disputes, disagreements, or misunderstanding arise regarding issues under this Joint Venture Agreement, the Cooperator and FAS shall attempt to resolve the issues by discussion and mutual agreement as soon as practicable. If the parties are unable to mutually resolve the dispute, the Cooperator may submit, in writing, a disputed claim or issue to the FAS Deputy Administrator for the Division administering the Joint Venture Agreement, or their designee, for a decision. No hearing will be provided, unless another hearing, appeal, or other administrative proceeding is available to the Cooperator under any statute or regulations applicable to the action involved. The Cooperator’s submission must specify the nature and basis of the claim and the relief requested and include all data to support such claim. A copy of the submission shall be concurrently furnished to the Grants Management Officer. The Grants Management Officer shall furnish the Cooperator a written copy of the Deputy Administrator’s decision. Decisions of the Deputy Administrator shall be final unless, within 30 days of receipt of the decision, the Cooperator appeals the decision to the FAS Administrator. Any appeal made shall be in writing and addressed to the FAS Administrator. No hearing will be provided.||Applies to all JVs.|
|Any cost allocable to a particular Joint Venture Agreement provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other Federal awards or agreements to overcome fund deficiencies, to avoid restrictions imposed by Federal statues, regulations, or terms and conditions of the Federal awards or agreements, or for other reasons. However, this prohibition would not preclude a Cooperator from shifting costs that are allowable under two or more Federal awards or agreements in accordance with existing Federal statues, regulation or the terms and conditions of the Federal award or agreement.|
|Any of the Cooperator’s contributions made under this Joint Venture Agreement do not by direct reference or implication convey FAS endorsement of the Cooperator's products or activities.||Applies to all JVs.
The parties may negotiate the following, additional, text,”…, and does not by direct reference or implication convey the Cooperator's endorsement of the FAS’ products or activities.
|Remedies for noncompliance. The Cooperator must in addition to the assurances made as part of the Joint Venture Agreement, comply with all applicable terms and conditions during the project period. Failure to comply may result in actions as outlined in 2 CFR 200, Remedies for Noncompliance—200.338 through 200.342.||Applies to all JVs.|
|All Cooperators are required to non-delinquent in their repayment of any Federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. (See OMB Circular A-129)|
|(1) State Cooperative Institutions: In accordance with 7 U.S.C. 3318(b), indirect costs and tuition remission are not reimbursable to a State Cooperative Institution, as defined in 7 U.S.C. 3103 (17), under this joint venture agreement. Indirect costs, however, may be used by a State Cooperative Institution to satisfy matching or cost-sharing requirements. Funds for international agricultural programs conducted by a State cooperative institution and administered by the Secretary (7 U.S.C. 3319) are capped at 10%.||Applies to JVs with State Cooperative Institutions, as defined by 7 USC 3103 (17).|
|Modifications to this Joint Venture Agreement shall be made by mutual consent of the parties, by the issuance of a written modification signed and dated by properly authorized, signatory officials, prior to any changes being performed. Requests for modification should be made at least 30 days prior to implementation of the requested change. FAS is not obligated to fund any changes not properly approved in advance.||Applies to all JVs.|
|FAS does not assume liability for any third-party claims for damages arising out of this Joint Venture Agreement. Subcooperators, subawardees, and contractors have no privity of contract with FAS under the terms of this Joint Venture Agreement.||Applies to all JVs.|
|All Cooperators who receive awards or agreements made under programs that prohibit supplanting by law must ensure that Federal funds do not replace (supplant) funds that have budgeted for the same purpose through non-Federal sources.|
|All of the instructions, guidance, limitations, and other conditions set forth in the Notice of Funding Opportunity (NOFO) for this program are incorporated here by reference in the terms and condition of your Joint Venture Agreement. All Cooperators must comply with any requirements set forth in the program NOFO.|
|Any notice given by FAS or the Cooperator will be sufficient only if in writing and delivered in person, or transmitted electronically by e-mail or fax (not by postal mail), as follows:
To FAS: FAS Program Manager and FAS Grants Manager Officer, at the address specified in this Joint Venture Agreement.
To the Cooperator: the Cooperator's address specified in this Joint Venture Agreement. Notices will be effective when delivered in accordance with this provision, or on the effective date of the notice, whichever is later.
|Applies to all JVs. May incorporate actually addresses here along with specific names.|
|(a) Any funds paid to the Cooperator in excess of the amount to which the Cooperator is finally determined to be entitled under the terms and conditions of the Joint Venture Agreement constitute a debt to the Federal Government. If not paid within a reasonable period after the demand for payment, FAS may in accordance with 7 CFR part 3, reduce the debt by—
(1) Making an administrative offset against other requests for reimbursements, or
(2) Taking other action permitted by statute. (31 U.S.C. 3716 and 7 CFR, part 3, Subpart B).
(b) The following must also be considered as a debt or debts owed by the Cooperator to FAS:
(1) Any royalties or other special classes of program income which, under the provisions of the Joint Venture Agreement, are required to be returned.
(c) Except as otherwise provided by law, FAS shall charge interest on an overdue debt in accordance with 31 CFR part 900, ‘‘Federal Claims Collection Standards.’’
|Applies to all JVs.|
|This Joint Venture Agreement in no way restricts FAS or the Cooperator from participating in similar activities with other public or private agencies, organizations, and individuals.||Applies to all JVs.|
|Press releases or other forms of public notification will be submitted to FAS for review prior to release to the public. FAS will be given the opportunity to review, in advance, all written press releases and any other written information to be released to the public by the Cooperator, and require changes as deemed necessary, if the material mentions by name FAS or the USDA, or any USDA employee or research unit or location.||Applies to all JVs.|
|(a) The approved joint venture agreement budget in Attachment C is the financial expression of the Cooperator's program as approved by FAS, pending approval of any subsequent budget.
(b) The Cooperator is required to report deviations from budget and program plans, and request prior approvals from the FAS Program Manager for any of the following reasons:
(1) To change the scope or the objectives of the program and/or revise the funding allocated among program objectives.
(2) To change a key person where specified in the awarding document.
(3) For joint venture agreements over $100,000, to move funds between budget line items or cost categories of an amount over 10 percent of the total agreement budget or more.
If the total amount of a joint venture agreement is under $100,000 or the amount of funds being moved between budget line items or cost categories is less than 10 percent of the total agreement budget or more, prior approval is not required.
(4) The disengagement from the project for more than three months or to allow a 25% reduction in time devoted to the project, by the approved project direct or principal investigator.
(5) Additional Federal funding is needed.
(6) Where indirect costs have been authorized, the Cooperator plans to transfer funds budgeted for indirect costs to absorb increases in direct costs or vice versa.
(7) The inclusion, unless waived by FAS, of costs that require prior approval in accordance with 2 CFR 200, Subpart E—Cost Principles or 45 CFR Part 74 Appendix E, “Principles for Determining Costs Applicable to Research and Development under Awards and Contracts with Hospitals,” or 48 CFR Part 31, “Contract Cost Principles and Procedures,” as applicable.
(8) The transfer of funds budgeted for participant support costs as defined in 2 CFR 200.75, Participant support costs to other categories of expense.
(9) Unless described in the application and funded in the approved Joint Venture Agreement, the subawarding, transferring or contracting out of any work under the Joint Venture Agreement. This provision does not apply to the acquisition of supplies, material, equipment or general support services.
(10) Changes in the amount of approved cost-sharing or matching provided by the Cooperator.
(c) FAS is under no obligation to reimburse the Cooperator for costs incurred in excess of the total amount obligated under the Joint Venture Agreement. If the total obligated amount under the Joint Venture Agreement has been increased, FAS will notify the Cooperator in writing of the increase and specify the new total obligated amount.
(d) When requesting approval for budget revisions, the Cooperator must use the same format for budget information that was used in the application.
|Applies to all JVs.|
|Cooperator employees, while engaged in work at FAS’ facilities, will abide by FAS’ standard operating procedures regarding the maintenance of laboratory notebooks, dissemination of information, equipment operation standards, hours of work, conduct, HSPD-12 requirements (access to buildings and computer systems), and other incidental matters stated in the rules and regulations of FAS.||Applies to all JVs when research activities are anticipated.|
|The Cooperator shall require subcooperators under this Joint Venture Agreement to comply with the terms and conditions and the cost principle and audit requirements of 2 CFR Part 200 Subpart E—Cost Principles, as applicable.||Applies to all JVs .|
|The Cooperator is required to provide annual, award closeout, and disposition request reports related to their inventories of FAS furnished tangible personal property or those tangible personal property items acquired with funds under this Joint Venture agreement using the SF-428 cover sheet and either: Annual Report, SF428-A; Final (Award Closeout) Report, SF-428-B; and a Disposition Request/Report, SF-428-C. A Supplemental Sheet, SF-428S, may be used to provide detailed individual item information.
Tangible personal property means property of any kind, except real property, that has physical existence. It includes equipment and supplies. It does not include copyrights, patents or securities.
|Applies to all JVs.|
|This Joint Venture Agreement may be terminated, in whole or part, as outlined in 2 CFR 200.339.||Applies to all JVs.|
|a. Treatment of Program income. The Cooperator and subcooperator shall apply the standards set forth in this Provision to account for program income earned under a Joint Venture Agreement.
b. Except as provided in paragraph (d) of this section, the Cooperator will retain any program income earned during the period of performance, add it to funds committed to the project by FAS, and use it to further eligible program or project objectives.
c. Unless the terms and conditions of the Joint Venture Agreement provide otherwise, Cooperators shall have no obligation to the U.S. Government regarding program income earned after the end of the project period.
d. Costs incidental 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 joint venture agreement and they comply with the applicable Cost Principles.
e. Proceeds from the sale of personal property are not program income and will be handled in accordance with 2 CFR Part 200, Subpart D—Post Federal Award Requirements, Property Standards.
f. Unless the terms and conditions of the award/agreement provide otherwise, Cooperators 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 a joint venture agreement to which 37 CFR part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Awards, Contracts, and Cooperative Agreements” is applicable.
|Applies to all JVs when Program Income is anticipated.|
|(a) Publications. FAS and the Federal Government shall enjoy a royalty-free, nonexclusive, and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any materials developed in conjunction with a joint venture agreement or contract, under such an agreement.
(1) Cooperators shall acknowledge FAS support, whether cash or in-kind, in any publications written or published with Federal support and, if feasible, on any publication reporting the results of, or describing, a Federally supported activity as follows: ‘‘This material is based upon work supported by the U.S. Department of Agriculture, Foreign Agricultural Service under Agreement No. (Cooperator should enter the applicable agreement number here).’’
(2) All such material must also contain the following disclaimer unless the publication is formally cleared by the awarding agency: ‘‘Any opinions, findings, conclusion, 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 Agriculture.’’
(3) Any public or technical information related to work carried out under a joint venture agreement shall be submitted by the developing party to the other for advice and comment. Information released to the public shall describe the contributions of both parties to the work effort. In the event of a dispute, a separate publication may be made with effective statements of acknowledgment and disclaimer.
(4) The cooperator, or its designees, is not authorized to develop and publish documents that could be sold and distributed for profit.
(b) Media. Cooperators shall acknowledge FAS support, as indicated in (a)(1) above, in any form of media (print, DVD, audio production, web, etc.) produced with Federal support that has a direct production cost to the cooperator of over $5,000. Unless the terms of the Joint Venture Agreement provide otherwise, this requirement does not apply to media produced as research instruments or for documenting experimentation or findings and intended for presentation or distribution to a USDA/FAS audience.
(c) Audiovisual. FAS must determine ownership of the audiovisual production based on the parties’ contributions to the production. Where FAS and/or other Federal agencies contribute at least 50 percent of the total costs, including in-kind contributions, to develop an audiovisual production, it is owned by the FAS.
(1) If FAS determines that it has ownership, then FAS must obtain the audiovisual using the Office of Management and Budget Government-wide audiovisual contracting procedures.
(2) If FAS determines that the cooperator has ownership, then the cooperator is not subject to USDA approvals and the government-wide audiovisual contracting procedures.
(3) FAS must obtain a copy of the cooperator's audiovisual production and retain the right to duplicate the video for Government purposes. FAS must use Government procurement procedures to duplicate the video for FAS purposes.
(d) Printing. Title 7, United States Code, section 3318(b) does not preclude the applicability of Government Printing Office regulations when Federal dollars are used for printing, regardless of whether the printing is accomplished by the cooperator or by contract.
(1) Publication and Media Releases Requirement. The cooperator must provide the GMO and Project Manager with one copy of all published works developed under the joint venture agreement and with lists of other written work produced under the joint venture agreement.
(2) Nondiscrimination Statement – Printed, Electronic, or Audiovisual Material Requirement. The cooperator shall include the following statement, in full, in any printed, audiovisual material, or electronic media for public distribution developed or printed with any Federal funding: “In accordance with Federal law and U.S. Department of Agriculture policy, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, age, or disability. (Not all prohibited bases apply to all programs. To file a complaint of discrimination, write USDA, Director, Office of Civil Rights, Room 326-W, Whitten Building, 1400 Independence Avenue, SW, Washington, DC 20250-9410 or call (202) 720-5964 (voice and TDD). USDA is an equal opportunity provider and employer.”) If the material is too small to permit the full statement to be included, the material must, at minimum, include the following statement, in print size no smaller than the text: "This institution is an equal opportunity provider."
|Applies to all JVs when publication of any printed, audiovisual, or electronic material is contemplated.|
|Additionally, federal wage provisions (Davis-Bacon or Service Contract Act) are applicable to any contract developed and awarded under this joint venture agreement where all or part of the funding is provided with FAS funds. Davis-Bacon wage rates apply on all public works contracts in excess of $2,000 and Service Contract Act wage provisions apply to service contracts in excess of $2,500.|
|Federal funding under this joint venture agreement is available for reimbursement of the Cooperator’s purchase of equipment and supplies. Equipment is defined as tangible personal property (including information technology systems) having a useful life of more than one year and a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level established by the Cooperator for financial statement purposes, or $5,000. Supplies are all tangible personal property that is not equipment. A computing device is a supply if the acquisition cost is less than the lesser of the capitalization level established by the Cooperator for financial statement purposes or $5,000, regardless of the length of its useful life.|
|(a) Allocation of rights of copyrights must be in accordance with 2 CFR 200.315 and 2 CFR 200.448.
(b) The Cooperator or a subcooperator may not copyright text, photographs, or materials created by FAS or other USG employees on Government time and/or composed on Government equipment.
|(a) Allocation of rights of patents must be in accordance with 2 CFR 200.315 and 2 CFR 200.448. Unless otherwise provided by law, Cooperators are also subject to the Bayh-Dole Act, Pub. L. No. 96-517, as amended, and codified in 35 U.S.C. § 200 et seq. All Cooperators are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.
(b) Each agreement awarded by the Cooperator 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, must contain the Patents Rights Provision.
|If the total value of your currently active grants, cooperative agreement and procurement contracts from all Federal Assistance office exceeds $10,000,000 for any period of time during the period of performance of this joint venture agreement, you must comply with the requirements set forth in the government-wide Award Term and Condition of Recipient Integrity and Performance matters located at 2 C.F.R. part 200, Appendix XII, the full text of which is incorporated here by reference in the terms and conditions of your joint venture agreement|
|(a) The Cooperator bears the primary responsibility for prevention and detection of research misconduct and for the inquiry, investigation and adjudication of research misconduct alleged to have occurred in association with their own institution.
(b) The Cooperator and its employees shall comply with the Code of Scientific Ethics of USDA. See, http://www.fs.fed.us/research/publications/fs_code_of%20_scientific_ethics.pdf. (c) The Cooperator shall:
(1) Maintain procedures for responding to allegations or instances of research misconduct that has the following components:
(ii) Due process;
(iii) Whistle blower protection;
(v) Timely resolution;
(2) Promptly conduct an inquiry into any allegation of research misconduct;
(3) Conduct an investigation if an inquiry determines that the allegation or apparent instance of research misconduct has substance;
(4) Provide appropriate separation of responsibilities between those responsible for inquiry and investigation, and those responsible for adjudication;
(5) Advise FAS of outcome at end of inquiries and investigations into allegations or instances of research misconduct; and
(6) Upon request, provide FAS hard copy (or website address) of their policies and procedures related to research misconduct.
(d) Research misconduct or allegations of research misconduct shall be reported to the USDA Research Integrity Officer (RIO) and/or to the USDA, Office of Inspector General (OIG) Hotline.
(1) The USDA RIO can be reached at: USDA Research Integrity Officer, 214–W Whitten Building, Washington, DC 20250, Telephone: 202–720–5923, Email: firstname.lastname@example.org. (2) The USDA OIG Hotline can be reached on: 1–800–424–9121.
|This Joint Venture Agreement is subject to the “Guidelines for Ensuring and Maximizing the Quality, Objectivity, Utility, and Integrity of Information Disseminated by Federal Agencies; Republication” and the “USDA Guidelines for Quality of Information” which are found at http://www.fs.fed.us/qoi/.|
|(a) The Cooperator is encouraged to obtain the latest Department of State Travel Advisory Notices before traveling. These Notices are available to the general public and may be obtained directly from the State Department, or via Internet. Where security is a concern in a specific region, Cooperators may choose to notify the US Embassy of their presence when they have entered the country. This may be especially important for long-term posting.
(b) If security issues are affecting the Cooperator’s ability to meet time lines and/or to substantially accomplish the goals and objectives established under this joint venture agreement, then the Cooperator must contact FAS immediately.