Standard Terms and Conditions for Foreign Organizations

All award documents, to include progress and financial reports, must be in the English language and in terms of U.S. dollars, including correspondence and supporting documents. If an award or any supporting documents are provided in both English and a foreign language, it must be stated in each version that the English language version is the controlling version.

The Deputy Administrator (DA) of USDA’s FAS/Office of Capacity Building and Development (OCBD) or his/her designee is responsible for all actions on behalf of FAS, including entering into, changing, or terminating an award. Except as otherwise provided in the Agreement, the DA is responsible for administrative coordination and liaison with the RECIPIENT. Except as otherwise provided in the Agreement, the DA is the only person authorized to approve changes in any of the requirements in the award. Except as otherwise provided in the Agreement, in the event the RECIPIENT effects any change at the direction of any person other than the DA, the change(s) will be considered to have been made without authority and no adjustment will be made in the amount of the award to cover any increase in costs incurred as a result thereof.

The RECIPIENT is responsible for notifying FAS of any significant problems relating to the `administrative, programmatic or financial aspects of the award.
The RECIPIENT has full responsibility for the management of the project or activity supported under the award and the award terms and conditions. Although the RECIPIENT is encouraged to seek the advice and opinion of the FAS Program Manager (PM) or FAS’ Grants Management Officer (GMO) on special problems that may arise, such advice does not diminish the RECIPIENT’s responsibility for making prudent and sound administrative judgments under the circumstances prevailing at the time the decision was made and should not imply that the responsibility for operating decisions has shifted to FAS.

Requirement for System for Award Management
Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term.
Requirement for unique entity identifier
If you are authorized to make subawards under this award, you:
Must notify potential subrecipients that no entity (seedefinition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its unique entity identifier to you.
May not make a subaward to an entity unless the entity has provided its unique entity identifier to you.
Definitions
For purposes of this award term:
Systemfor Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.gov).
Uniqueentityidentifiermeans the identifier required for SAM registration to uniquely identify business entities.
Entity,as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C:
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; and
A Federal agency, but only as a subrecipient under an award or subaward to a non- Federal entity.
Subaward:
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.
A subaward may be provided through any legal agreement, including an agreement that you consider a contract.
Subrecipientmeans an entity that:
Receives a subaward from you under this award; and
Is accountable to you for the use of the Federal funds provided by the subaward.

a. Confidential information, as used in this Provision, means:
Information or data of a personal nature about an individual.
Information or data submitted by or pertaining to an institution or organization.
Product and/or commercial information; trade secret information; personal privacy information; and/or RECIPIENT’s internal, pre-decisional information.
The Information generated in the performance of activities under this award are subject to RECIPIENT’s rules including any established administrative, technical, and physical safeguards to protect the security and confidentiality of personal information, as laid down, inter alia, in the confidentiality Policy of the RECIPIENT.
FAS and the RECIPIENT may, by mutual consent, identify elsewhere in this award specific information and/or categories of information which the Government will furnish to the RECIPIENT which is confidential.

All RECIPIENTs shall comply with the following terms and conditions unless otherwise specified in legislation or program regulations.
The principal investigator(s) or project director(s) shall receive a copy of the terms and conditions, including the award-specific requirements, and any subsequent changes in the terms and conditions.
The appropriate RECIPIENT officials shall be made aware of the terms and conditions. These terms and conditions may be duplicated, copied or otherwise reproduced as appropriate.
This provision does not alter the RECIPIENT’s full responsibility for conduct of the project and compliance with all terms and conditions.

In the event the RECIPIENT and/or Sub RECIPIENTs become aware of violations of criminal law involving fraud, bribery, or illegal gratuities potentially affecting the Federal award, this information will be brought to the attention of the appropriate official [FAS Deputy Administrator, with a copy to the Program Manager and Grants Management Officer] in writing in a timely manner.

In the event that the RECIPIENT and/or Sub RECIPIENT has not complied with the requirements of this section, FAS may take remedial measures as necessary, including suspension or termination in whole or in part of the Federal award.

The RECIPIENT must submit all requests, in writing to FAS through the Program Manager, before the project period end date indicated on the award. Written prior approval, by way of amendment, is required for:

Change in the scope or the objective of the project or program (even if there is no associated budget revision requiring prior written approval).
Additional Federal funding.
Extension of the period of performance.
Transfers of funds between direct cost categories in the approved budget when such cumulative transfers among those direct cost categories exceed ten percent of the total budget approved in this Award require prior written approval by FAS.
Unless described in the application and funded in the approved award, the sub-award, transfer or contracting out of any work under an award.
The RECIPIENT is not authorized at any time to transfer amounts budgeted for direct costs to the indirect costs line item or vice versa, without prior written approval of FAS.

“Unallowable costs” means general or centralized expenses directly invoiced under this award, as follows:

Alcoholic Beverages. Costs of alcoholic beverages.
Bad Debt. Bad debts, including losses (whether actual or estimated) arising from uncollectible accounts and other claims, related collection costs, and related legal costs.
Contingencies. Contributions to a contingency reserve or any similar provision made for events the occurrence of which cannot be foretold with certainty as to time, intensity, or with an assurance of their happening, are unallowable. The term "contingency reserve" excludes self-insurance reserves; pension funds; and reserves for normal severance pay.
Contributions (to other entities). Contributions and donations by the RECIPIENT to others.
Entertainment. Costs of amusement, diversion, social activities, ceremonials, and costs relating thereto, such as meals, lodging, rentals, transportation, and gratuities. (M&IE and lodging are allowed when explicitly specified in the agreement to achieve project goals).
Goods or services for personal use. Costs of goods or services for personal use of the RECIPIENT's employees are unallowable regardless of whether the cost is reported as taxable income to the employees.
Expenditures, such as incorporation fees, brokers' fees, fees to promoters, organizers or management consultants, attorneys, accountants, or investment counselors, whether or not employees of the RECIPIENT, in connection with establishment or reorganization, are unallowable except with prior approval of the awarding agency.

Generally, the purchase of equipment and property is unallowable unless the Notice of Award authorizes the purchase of such items.

Indirect costs will not be allowable charges against this Agreement unless specifically included as a line item in the approved budget for this award. Indirect cost recovery for any actual indirect costs incurred by the Recipient which are greater than the indirect cost line item in the approved award budget is limited up to the award amount.

Payment methods shall minimize the time elapsing between the transfer of funds from FAS and the issuance or redemption of checks, warrants, or payment by other means by the RECIPIENT. Approval of payment requests will be based on the RECIPIENT’s progress towards achieving the award objectives, the amount of unexpended cash on-hand as reported in the SF-425 and SF-270, and the RECIPIENT’s adherence to the terms and conditions of the award, particularly in terms of timely submission of required financial, program and other reports. Delinquency in submitting reports may result in payment delays.

Third party in-kind contributions and voluntary committed cost sharing, if applicable, must be displayed as separate line item and shall not be included in the total project costs available for advance of funds or reimbursement. This information will be reported upon on the SF-425.

Request for payment shall be submitted as needed on Standard Form SF-270, Request for Advance or Reimbursement. In no case shall the RECIPIENT submit an invoice more than monthly or less frequently than annually (when work was performed within the budget period). Payment request must comply or otherwise be consistent with award terms and conditions. Failure to provide timely performance progress and financial reports may result in a delayed payment. The RECIPIENT must retain adequate documentation supporting the payment request, (e.g. contracts, timesheets, invoices, etc.) and provide upon FAS’, or its designee’s request.

The payments under this Agreement shall be made in United States Dollars.

Interest earned amounts up to $500 per year may be retained for administrative expense. Any additional interest earned on Federal payments deposited in interest-bearing accounts must be remitted annually to FAS.

Pre-award costs are not authorized. FAS will not reimburse the RECIPIENT for any costs incurred prior to the beginning date of the period of performance for the award and a signed award by the Deputy Administrator responsible for administering the funds.

Performance progress and financial reports shall be submitted as discussed within your Notice of Award. These reports shall be submitted with any non-competitive continuation application of the RECIPIENT.

Requests for extensions of reporting deadlines may be granted by the Program Manager when the report(s) cannot be furnished in a timely manner for reasons legitimately beyond the control of the RECIPIENT.

FAILURE TO COMPLY WITH THE REPORTING REQUIREMENTS MAY JEOPARDIZE ELIGIBILIY FOR FUTURE AWARDS OR WILL RESULT IN
SUSPENSION OF ANY FUTURE PAYMENTS UNDER THIS AWARD UNTIL SUCH TIME AS THIS DEFICIENCY HAS BEEN CORRECTED.

Report Formats:
Financial Status Reports must be submitted via the Standard Form (SF) 425 – Federal Financial Report (FFR) and be signed by the RECIPIENT’s certified financial officer.

Final Reports:
The RECIPIENT must submit a final Financial Status Report and a final Performance Progress Report within 180 calendar days of the end of the period of performance delineated in the award. If any property or equipment is acquired under the award proper disposition of the property or equipment must be completed. An extension to submit final reports later than stated above, may be requested 45-days in advance from the end of the performance period and may be granted on a case-by-case basis.

In summary, closeout procedures require:

submission by the grant Recipient of final financial and program reports within one hundred eighty days (180) calendar days after the project period end date or the date specified in the Agreement, whichever is less;
reconciliation of all cost or expenditure discrepancies;
prompt payment of allowable costs;
immediate collection of any unexpended funds or disallowed costs;
de-obligation of excess funds; and
disposition of property and/or equipment acquired under the award.

Sub-RECIPIENT Reporting Requirements:
The FAS requires each RECIPIENT to set its own sub-RECIPIENT reporting requirements. RECIPIENTs are responsible for monitoring sub-RECIPIENT activities and training needs, tracking progress toward objectives, and identifying challenges. Sub-RECIPIENTs must adhere to the reporting requirements outlined and communicated by its RECIPIENT for the program year.

Annual Reconciliation of Continuing Assistance Awards:
FAS and the RECIPIENT must reconcile continuing awards at least annually and evaluate program performance and financial reports. Items to be reviewed include a comparison of the RECIPIENT's work performance to its progress reports and project expenditures

The RECIPIENT must maintain written standards of conduct covering conflicts of interest and governing the performance of its employees engaged in the selection, award and administration of sub-awards and sub-contracts.

The RECIPIENT must maintain financial records, supporting documents, statistical records, and all other records pertinent to an award for a period of three years from the date of submission of the final expenditure report. For awards that are renewed quarterly or annually, the retention period is from the date of the submission of the quarterly or annual financial report as authorized by the Department. The Department must request transfer of certain records to its custody from RECIPIENTs when it determines that the records possess long-term retention value. However, in order to avoid duplicate recordkeeping, FAS may arrange for RECIPIENTs to retain any records that are continuously needed for joint use.

U.S. Executive Orders and U.S. law prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the responsibility of the recipient to ensure compliance with these Executive Orders and laws.

1. The recipient, to the best of its current knowledge, certifies that it did not provide, within the previous ten years, and will take all reasonable steps to ensure that it does not and will not knowingly provide, material support or resources to any individual or entity that commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitated, or participated in terrorist acts, as that term is defined in paragraph 3. The certification in the preceding sentence will not be deemed applicable to material support or resources provided by the recipient pursuant to an authorization contained in one or more applicable licenses issued by the U.S. Treasury’s Office of Foreign Assets Control (OFAC).
2. The following steps may enable the recipient to comply with its obligations under
paragraph 1:

a. Before providing any material support or resources to an individual or entity, the recipient will verify that the individual or entity: (i) does not appear on the master list of Specially Designated Nationals and Blocked Persons, which is maintained by OFAC and is available online at https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx; (ii) is not included in any supplementary information concerning prohibited individuals or entities that may be provided by the United States Department of Agriculture to the recipient; and (iii) has not been included on the list established and maintained pursuant to Security Council Resolutions 1267/1989/2253 by the ISIL (Da'esh) & Al-Qaida Sanctions Committee. To determine whether an individual or entity has been included on this list, the recipient should refer to the list, which is available online at https://www.un.org/securitycouncil/sanctions/1267/aq_sanctions_list.

b. Before providing any material support or resources to an individual or entity, the recipient will consider all information about that individual or entity of which it is aware and all public information that is reasonably available to it or of which it should be aware.

c. The recipient will also implement reasonable monitoring and oversight procedures to safeguard against assistance being diverted to support terrorist activity.

3. For the purposes of this certification -

a. “Material support or resources” means currency or monetary instruments or financial securities, financial services, lodging, training, expert advice or assistance, safehouses, false documentation or identification, communications equipment, facilities, weapons, lethal substances, explosives, personnel, transportation, and other physical assets, except medicine or religious materials.

(i) “Training" means instruction or teaching designed to impart a specific skill, as opposed to general knowledge.

(ii) “Expert advice or assistance" means advice or assistance derived from scientific, technical, or other specialized knowledge.

b. “Terrorist act” means -

(i) an act prohibited pursuant to one of the United Nations (UN) Conventions and Protocols related to terrorism located at the following UN web site: http://www.un.org/en/counterterrorism/legal-instruments.shtml; or

(ii) an act of premeditated, politically motivated violence perpetrated against noncombatant targets by subnational groups or clandestine agents; or

(iii) any other act intended to cause death or serious bodily injury to a civilian, or to any other person not taking an active part in hostilities in a situation of armed conflict, when the purpose of such act, by its nature or context, is to intimidate a population, or to compel a government or an international organization to do or to abstain from doing any act.

c. “Entity” means a partnership, association, corporation, or other organization, group or subgroup.

4. References in this certification to the provision of material support or resources will not be deemed to include the furnishing of USDA-provided funds or commodities to the ultimate beneficiaries of assistance under this award, such as recipients of food, medical care, micro-enterprise loans, shelter, etc., unless the recipient has reason to believe that one or more of these beneficiaries commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitated, or participated in terrorist acts.

5. The recipient’s obligations under paragraph 1 are not applicable to the procurement of goods or services by the recipient that are acquired in the ordinary course of business through contract or purchase, e.g., utilities, rents, office supplies, gasoline, etc., unless the recipient has reason to believe that a vendor or supplier of such goods or services commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitated, or participated in terrorist acts.

6. The recipient must include a provision in all subawards and contracts issued under this award prohibiting the subrecipient or contractor from engaging in transactions with, or providing material support or resources to, individuals and organizations associated with terrorism, as provided in this certification.

The RECIPIENT shall hold copyright in any work that is subject to copyright and that was developed, or for which ownership was acquired, pursuant to any grants from USDA. The Parties may agree on additional provisions concerning intellectual property rights in project outputs developed by the RECIPIENT on individual projects funded by USDA. Such additional provisions will be incorporated in the Grant document and/or related Grant Letter of Agreement or cover letter applicable to the grant in question. The United States Government reserves a royalty-free, nonexclusive, and irrevocable right to reproduce, publish, translate or otherwise use, and to authorize others to use, for Federal Government purposes, any rights of copyright to which a RECIPIENT, sub-RECIPIENT, or contractor purchases ownership with assistance support.

a. If the RECIPIENT finds it is appropriate to acknowledge USDA’s contribution in any publications, media releases, or electronic or print material developed or produced pursuant to this Agreement, the RECIPIENT will seek FAS’ authorization before releasing any such acknowledgments.

b. If it is the RECIPIENT’s intention to identify USDA’s contribution to any publication, video, graphic artwork, or other information/media product resulting from this award, the product shall state that the views expressed by the author(s) do not necessarily reflect those of USDA. Acknowledgements should identify the sponsoring FAS office and bureau or mission as well as the following:

“This publication, video or other information/media product (specify) was made possible through support provided by the United States Department of Agriculture’s Foreign Agricultural Service. The opinions expressed herein are those of the author(s) and do not necessarily reflect the views of the Government of the United States, USDA or the Foreign Agricultural Service.”

c. The RECIPIENT shall provide FAS with one copy of all published works developed under this award and with lists of other written work produced under this award.

d. The results of the Project, in whatever form, shall be the sole property of the RECIPIENT. Subject to the rights of third parties, and subject also to the rules and policies of the RECIPIENT.

e. Seal/Logo. Neither the RECIPIENT nor USDA will have the right to use the logo or official seal of the other party without express written permission.

Notwithstanding any other provision of this award, the RECIPIENT shall not transfer, pledge, mortgage, or otherwise assign this award, or any interest therein, or any claim arising thereunder, to any party or parties, bank trust companies, or other financing or financial institutions.

No member of or delegate to Congress or resident Federal Commissioner shall be admitted to any share or part of this award or any benefit that may arise there from; but this provision shall not be construed to extend to this award if made to a corporation, education, or non-profit institution for its general benefit.

The RECIPIENT shall immediately provide written notification to FAS in the event that, subsequent to this award, other voluntary contributions from governments and/or U.S. Government financial or grant assistance is received relative to the program of activities under this award.

1. None of the funds provided under an award may be expended by the recipient to pay 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 the United States in connection with any of the following covered Federal actions: the awarding of any Federal contract, the making of any Federal 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.

2. If the recipient falls within the definition of a “person” in 2 CFR 418.105(l), the recipient must comply with 2 CFR part 418 in its entirety with regard to any activity in the United States.

All financial accounts and statements shall be expressed in United States Dollars and shall be subject exclusively to the internal and external auditing procedures laid down in the RECIPIENT’s Financial Regulations, Rules and directives, in conformity with the single audit principle observed by RECIPIENT.

Should an audit report of an External Auditor contain observations relevant to the activities under this Agreement the RECIPIENT shall make available to FAS a copy of such a report, together with the RECIPIENT’s comments thereon.

The recipient must comply with the Fly America Act (49 U.S.C. 40118) and 41 CFR 301-10.131 – 301-10.143, Use of United States Flag Air Carriers, when air travel is financed by U.S. Government funds under the award.

FAS may, separately or jointly with other donors, take the initiative to evaluate and assess whether the programme activities have achieved their objectives, and determine the outcomes, impact and relevance of the interventions funded by this award. The RECIPIENT Office of Evaluation will be consulted on any proposed evaluation, specifically on the Terms of Reference for such evaluation, and irrespective of any participation by the RECIPIENT in an evaluation under this provision. The RECIPIENT may be invited to join such initiatives. The RECIPIENT will, upon request, assist in providing relevant information within the limits of its rules and regulations.

FAS, through its authorized representatives, has the right, at all reasonable times, to make site visits to review project accomplishments and to provide such technical assistance as may be required.

As part of any monitoring and program evaluation activities the RECIPIENT must permit FAS, upon reasonable notice, to interview the organization’s staff and clients regarding the program. Financial documentation must be made available for FAS to review upon request to determine that the funding provided is being maintained in accordance with RECIPIENT’s Financial Rules and Regulations, in separate accounts, and being expended in a manner that furthers the purpose and objectives of the specified Programme Agreement being reviewed.

Should any report of the RECIPIENT’s Office of Evaluation contain observations relevant to the activities under this Agreement then the RECIPIENT shall notify and make available to the Government of United States a copy of such a report, together with RECIPIENT’s comments thereon.

The RECIPIENT may unilaterally suspend implementation of Project activities under this Agreement in the event that force majeure seriously threatens the safety and security of workers on the site or makes continuation of Project activities and observation of minimum safety precautions impossible. The suspension can last for up to a third of the implementing period described in the detailed plan of work mutually approved by the Parties for the Project. In the event of such a suspension, the RECIPIENT shall resume implementation of the Project once circumstances allow. In case the suspension persists longer than a third of the mutually approved implementing period, the Agreement may be terminated by mutual agreement by the Parties.

The obligations assumed by the Parties under this Agreement shall survive the termination of the Agreement to the extent necessary to permit the orderly conclusion of activities, the withdrawal of personnel, funds and property, reports required under this Agreement, the settlement of accounts between the Parties hereto and the settlement of contractual liabilities that are required in respect of any personnel, subcontractors, consultants or suppliers. The RECIPIENT shall promptly remit any remaining funds after the settlement of accounts between the Parties to FAS.

The RECIPIENT may terminate their performance of a project in whole or in part. When both parties agree that continuation of the project would not produce results commensurate with further expenditure of funds or for any other reason, the award may be terminated by mutual consent. The RECIPIENT may terminate the project after the authorized representative advises the Grants Management Officer in writing; and concurrently sends a copy to the Program Manager. When FAS wishes to terminate a project, the Deputy Administrator will issue, in writing, a termination notice to the RECIPIENT’s authorized representative. Within 30 days after receipt of a request by either party for termination by mutual agreement, the other party will provide an appropriate written response.

The two parties must agree upon the termination conditions, including the effective date, and, in the case of partial termination, the portion to be terminated. The RECIPIENT must not incur new obligations for the terminated portion after the effective date and must cancel as many outstanding obligations as possible. FAS will allow full credit to the RECIPIENT for the Federal Share of the obligations that cannot be cancelled properly incurred by the RECIPIENT prior to termination.

For Cause. FAS reserves the right to terminate the award in whole or in part at any time before the project period end date, whenever it is determined that the RECIPIENT has failed to comply with the conditions of the award. FAS must promptly notify the RECIPIENT in writing of the determination and reasons for the termination, together with the effective date. Payments made to RECIPIENT by FAS awards terminated for cause must be in accordance with the legal rights and liabilities of the parties.

Disputes: Any dispute between FAS and the RECIPIENT arising out of the interpretation or execution of this Agreement shall be settled by mutual consultations between FAS and the RECIPIENT.

The recipient must comply with 2 CFR part 180, as adopted and supplemented by 2 CFR part 417. These provisions protect the public interest by ensuring that the Federal Government does not conduct business, directly or indirectly, with persons who have been excluded from being a participant or principal in a covered transaction with the Federal Government. “Covered transactions” are described in subpart B of 2 CFR part 180, as supplemented by subpart B of 2 CFR part 417, for the purposes of these regulations. The recipient is advised to take note of 2 CFR 417.215(a)(8) and (a)(9) and 417.220(c) and (d), which exclude from covered transactions any transaction or any procurement contract to be implemented outside the United States that is below the primary tier covered transaction in a USDA foreign assistance program, export credit guarantee program, or direct credit program. (In this situation, the recipient is also advised to note the requirements in 2 CFR 417.215(b) and 417.220(e).) The recipient must pay particular attention to the requirements in subpart C of 2 CFR part 180, as supplemented by subpart C of 2 CFR part 417.
The recipient must immediately inform FAS/CCC if, at any time before or after entering into a covered transaction with FAS, it or any of its principals is or becomes suspended, debarred, or otherwise excluded or disqualified from entering into covered transactions with the Federal Government or meets any of the other criteria in 2 CFR 180.335.
Before entering into a covered transaction with another person at the next lower tier, the recipient must verify that the person with whom it intends to do business is not excluded or disqualified by checking the System for Award Management (SAM) exclusions at www.sam.gov or taking another action set forth in 2 CFR 180.300. The recipient may not enter into a covered transaction with an excluded or disqualified person, unless it has obtained an exception, as specified in 2 CFR 180.305.

Before entering into a covered transaction with a participant at the next lower tier, the recipient must include a term or condition in the transaction requiring the lower tier participant to:

(1) Comply with subpart C of 2 CFR part 180, as supplemented by subpart C of 2 CFR part 417; and
(2) Pass the requirement to comply with subpart C of 2 CFR part 180, as supplemented by subpart C of 2 CFR part 417, to each person with whom the lower tier participant enters into a covered transaction at the next lower tier.

a. 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 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.

b. 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—
80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance (and subawards); and
$25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance; and
The public does not have access to information about the compensation of the executives through periodic reports. (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 https://www.sam.gov.
By the end of the month following the month in which this award is made, and annually thereafter.

c. 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 shall 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—
80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance (and subawards); and
$25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance (and subawards); and

ii. The public does not have access to information about the compensation of the executives through periodic reports. (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.
d. Exemptions
If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report:
Subawards, and
The total compensation of the five most highly compensated executives of any SUBRECIPIENT.
e. Definitions. For purposes of this award term:
Entity means all of the following:
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.
Subaward:
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
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:
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 recipient must comply with the requirements of Title I of the Americans with Disabilities Act of 1990 (ADA), which prohibits a recipient from discriminating on the basis of disability against U.S. citizens in employment in the United States. In addition, a recipient controlled by a U.S. employer is prohibited from discriminating on the basis of disability against U.S. citizens in employment in a foreign country, except where the action would not be unlawful under the ADA (42 U.S.C. §§ 12101– 12117).

a. Provisions applicable to a recipient that is a private entity.

1. You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not—
i. Engage in severe forms of trafficking in persons during the period of time that the award is in effect;
ii. Procure a commercial sex act during the period of time that the award is in effect; or
iii. Use forced labor in the performance of the award or subawards under the award.
2. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity —
i. Is determined to have violated a prohibition in paragraph a.1 of this award term; or
ii. Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either—
A. Associated with performance under this award; or
B. Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 2 CFR part 417.
b. Provision applicable to a recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity—
1. Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or
2. Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either—
i. Associated with performance under this award; or
ii. Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 2 CFR part 417.
c. Provisions applicable to any recipient.
1. You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term.
2. Our right to terminate unilaterally that is described in paragraph a.2 or b of this section:
i. Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and
ii. Is in addition to all other remedies for noncompliance that are available to us under this award.
3. You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity.
d. Definitions. For purposes of this award term:
1. “Employee” means either:
i. An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or
ii. Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements.
2. “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.
3. “Private entity”:
i. Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25.
ii. Includes:
A. A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b).
B. A for-profit organization.
4. “Severe forms of trafficking in persons,” “commercial sex act,” and “coercion” have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).

B. PROVISIONS FOR A PARTICULAR TYPE OF RECIPIENT

I. Uniform Administrative Requirements, Cost Principles, and Audit Requirements[Applicable only to agreements with recipients under the Food for Progress Program, McGovern-Dole Program, LRP Program, and any other program to which FAS has taken action to make subparts A through E of 2 CFR part 200 applicable]

The recipient must comply with subparts A through E of 2 CFR part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, as adopted by the U.S. Department of Agriculture through 2 CFR part 400 and supplemented by applicable program regulations.

If the total Federal share of this Federal award may include more than $500,000 over the period of performance, this Federal award will include the term and condition in 2 CFR part 200, Appendix XII—Award Term and Condition for Recipient Integrity and Performance Matters.

II. Assurance Regarding Felony Conviction or Tax Delinquent Status for Corporate Applicants[Applicable only to agreements where the foreign organization recipient is a corporation]

This Federal award is subject to sections 744 and 745 of the Financial Services and General Government Appropriations Act, 2019 (enacted as Division D of the Consolidated Appropriations Act, 2019, P.L. 116-6) or similar language in a later-enacted appropriations act. Accordingly, by accepting this Federal award, the recipient asserts that it: (1) does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (2) has not been convicted of a felony criminal violation under any Federal law within the preceding 24 months. The recipient must notify FAS in writing, prior to accepting this award, if it is unable to make one or both of these assertions. If the recipient is unable to make one or both of these assertions, FAS will deny the award on this basis, unless a Federal agency has considered suspension or debarment of the recipient, based on the unpaid tax liability, conviction, or both, and determined that suspension or debarment is not necessary to protect the interests of the Government.

C. ADDITIONAL PROVISIONS FOR RECIPIENTS CONDUCTING ACTIVITIES WITHIN THE UNITED STATES

[Note: FAS will consider whether an agreement will include activities conducted in the United States, as described in these provisions. If such an activity will be included in the agreement, then FAS will include the corresponding provision in the agreement.]

I. Hotel and Motel Fire Safety Act of 1990
Recipients that conduct conferences, meetings, conventions, or training in the United States that are funded in whole or in part with Federal funds must ensure that any rooms, facilities, or services of a place of public accommodation that the recipients use in connection with such activities comply with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, as amended, 15 U.S.C. 2225.

II. Civil Rights
Recipients that conduct a program within the United States that is delivered to United States citizens must comply with the requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. USDA implementing regulations for the Act are found at 7 CFR part 15.
Recipients that conduct a program within the United States that is delivered to United States citizens must comply with the Title VI of the Civil Rights Act of 1964 prohibition against discrimination on the basis of national origin, which requires that recipients of Federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services. For additional assistance and information regarding language access obligations, please refer to http://www.lep.gov.

III. Drug-free Workplace
Recipients that perform work in connection with this award at any site in the United States must comply, with regard to such workplace, with the drug-free workplace requirements in Subpart B of 2 CFR part 182, as implemented and supplemented by 2 CFR part 421, in accordance with the Drug-Free Workplace Act of 1988, as amended (41 U.S.C. 8101 - 8106).

IV. Prohibition of Age Discrimination
The recipient must ensure that no person in the United States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under, any program or activity receiving Federal financial assistance under this award, in accordance with the Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.) and 7 CFR part 15c. If the recipient makes available to a subrecipient funds that it has received from FAS under this award, it must notify the subrecipient of its obligations under the Age Discrimination Act of 1975.

D. PROVISIONS FOR INFREQUENT ACTIVITIES

[Note: FAS will consider whether an agreement will include any of the activities covered by these provisions. If such an activity will be included in the agreement, then FAS will include the corresponding provision in the agreement.]

I. Paperwork Reduction
Recipients that conduct a collection of information on behalf of FAS, i.e., FAS is “sponsoring or conducting” the information collection, must submit to FAS copies of questionnaires and any other forms for clearance. A collection of information means the obtaining, causing to be obtained, soliciting, or requiring the disclosure to third parties or the public, of facts or opinions by or for FAS, regardless of form or format, calling for either-
(i) answers to identical questions posed to, or identical reporting or recordkeeping requirements imposed on, ten or more persons, other than agencies, instrumentalities, or employees of the United States; or
(ii) answers to questions posed to agencies, instrumentalities, or employees of the United States which are to be used for general statistical purposes.
II. Protection of Human Research Subjects
[If human subjects will be utilized for research, your organization must notify theAgency Grants Management Officer immediately.]