Pure Water Project Feasibility Study Request For Proposals

Pure Water Project Feasibility Study
Request for Proposals

REQUEST FOR PROPOSALS
Title XVI Feasibility Study
PROPOSALS DUE by 3:00 p.m., September 11, 2017
LAS VIRGENES – TRIUNFO JOINT POWERS

AUTHORITY
4232 LAS VIRGENES ROAD
CALABASAS, CA 91302
August 2017
REQUEST FOR PROPOSALS
Las Virgenes – Triunfo Joint Powers Authority
TABLE OF CONTENTS
I. Background Information
II. Scope of Work
III. Services Provided by District
IV. Minimum Consultant Qualifications
V. Proposal Requirements
VI. Evaluation Criteria
VII. RFP Schedule
I. BACKGROUND INFORMATION
The Las Virgenes – Triunfo Joint Powers Authority (JPA) was formed between the Las Virgenes
Municipal Water District (LVMWD) and the Triunfo Sanitation District (TSD) in 1964 to construct,
operate and maintain a joint wastewater treatment system for their respective service areas,
primarily within the Malibu Creek Watershed. The JPA facilities include the Tapia Water
Reclamation Facility, the Rancho Las Virgenes Composting Facility, approximately 60 miles of
trunk sewers and an extensive recycled water transmission and distribution system.
The majority of the recycled water is beneficially reused for irrigation of golf courses, green
belts, parks and schools. However, while the supply of recycled water generally remains
constant throughout the year, the demand greatly fluctuates between the summer peak and
winter seasons. The excess recycled water is discharged to Malibu Creek. Increasingly
stringent water quality requirements are making seasonal discharge to Malibu Creek very
challenging and would trigger a significant investment in treatment at Tapia if the JPA were to
continue to discharge.
The JPA went through a stakeholder driven process to consider options for regulatory
compliance and selected indirect potable reuse utilizing Las Virgenes Reservoir as a preferred
scenario, known as the “Pure Water Project Las Virgenes – Triunfo”. The stakeholder process
resulted in six potential scenarios, and the JPA Board directed staff to explore Scenario No. 4,
indirect potable reuse utilizing Las Virgenes Reservoir, and Scenario No. 5, repurposing Encino
Reservoir for seasonal storage. These two scenarios are documented in the September 2016
Basis of Design Report (BODR). At the August 2016 meeting, the Board selected indirect
potable reuse utilizing Las Virgenes Reservoir as the preferred scenario. A new Advanced
Water Treatment Plant (AWT) would produce purified water that would be discharged to Las
Virgenes Reservoir for surface water augmentation. The resulting brine from the AWT would be
discharged to the Calleguas Municipal Water District’s Salinity Management Pipeline 1. Recent
activities include the award of consulting contracts to Trussell Technologies to perform a Mixing
and Dilution Study of Las Virgenes Reservoir and to Woodard Curran for a Preliminary Siting
Study. These studies are currently underway.
On May 15, 2017 the JPA was awarded a Bureau of Reclamation WaterSMART grant to
conduct a Title XVI Feasibility study for the Pure Water Project 23. The JPA is seeking to engage
a consultant to conduct a Title XVI Feasibility Study incorporating the Mixing and Dilution Study
and Preliminary Siting Study.
II. SCOPE OF WORK
The proposed scope of work includes the following tasks; however, the consultant should
include additional tasks as necessary:
• Prepare a Title XVI Feasibility Study for the Pure Water Project following the Bureau of
Reclamation Feasibility Study Directives and Standards.
1 The Basis of Design Report is available at http://www.lvmwd.com/home/showdocument?id=7909

The Basis of Design Report Appendixes are available at:
http://38.106.5.30/LVMWD/JPA-SeasonalStorage/JPA-Basis-of-Design-Report-Appendices.pdf
2 Funding Opportunity BOR-DO-17-F003
3 The grant application and draft grant agreement are attached for reference.
• Incorporate the results of the Mixing and Dilution Study and Preliminary Siting Study in
the Feasibility Study.
• Engage sub-consultants as necessary to complete the scope of work.
• Attend and/or present at JPA Board meetings as necessary (assume a minimum of two.)
• Comply with WaterSMART grant requirements including but not limited to providing
information for reporting purposes and formatting invoices as necessary.
• Other proposed services and tasks, as required.
III. SERVICES OR DATA PROVIDED BY DISTRICT
The District will provide the following data, access, services or resources:
• Access to the JPA/LVMWD/TSD facilities.
• Available records.
• Staff to answer questions.
IV. MINIMUM CONSULTANT QUALIFICATIONS
• The selected firm shall have staff registered as a State of California Professional
Engineer.
• The District’s standard Consultant Agreement is included as an attachment. The
consultant shall have the ability to execute the agreement in this form
• Professional liability insurance in the amount of $2 million.
• Proven experience on at least three recently completed projects of similar size and
scope.
V. PROPOSAL REQUIREMENTS
1) Legal name of firm with address, telephone number and the name of at least one
principal.
2) Project understanding and approach.
3) A recommended scope of work, which clearly displays an understanding of the project
including a proposed schedule and a description of proposed deliverables.
4) Scope, names, qualifications and principals of any sub-consultants.
5) List of assumptions or recommended services that are not a part of the proposal.
6) References for three recently completed projects of similar scope, including contact
person and telephone number.
7) Names and résumés of individual(s) proposed to perform the services, including proof of
professional registrations, as appropriate.
8) Description of the firm’s internal quality control process.
9) Certificate of professional liability insurance.
10) Cost to perform the services, a schedule of rates and any anticipated rate changes. The
costs and rate schedule shall be provided in a separate envelope.
VI. EVALUATION CRITERIA
Proposals will be evaluated based upon the following:
1) A comprehensive and understandable Scope of Work.

2) Expertise in performing the Scope of Work.
3) The quality of performance on similar past projects, including those on which the
proposed team has worked together.
4) The ability to meet time schedules and complete the work within established budgets.
5) The firm’s history and resource capacity to perform the requested service.
6) The experience and qualifications of assigned personnel.
7) The cost of proposal.
Interviews with selected consultants maybe conducted as a part of the review process.
VII. REQUEST FOR PROPOSAL SCHEDULE
Request for Proposals August, 2017

Pre-proposal Meetings If requested by consultant
Proposal Due Date (3:00 p.m.) September 11, 2017
Interviews if necessary Week of September 25
Acceptance of Proposal (Board meeting) October 2, 2017
Please submit three (3) physical copies and one (1) digital copy of your proposal no later
than 3:00 p.m. on September 11, 2017 by mailing or delivering them to:
Attn: David R. Lippman, P.E.

Las Virgenes Municipal Water District
4232 Las Virgenes Road
Calabasas, CA 91302
The proposed fee and rate schedule shall be provided in a separate envelope.
For questions or to arrange a pre-proposal meeting please contact David R. Lippman ((818)
251-2221, [email protected]) or John Zhao ((818) 251-2230), [email protected]
Final Application Package for Title XVI Feasibility Study
Bureau of Reclamation
R17AC00096 Draft Assistance Agreement
7-2279 (02-2016)
UNITED STATES DEPARTMENT OF THE INTERIOR
BUREAU OF RECLAMATION
ASSISTANCE AGREEMENT
1A. AGREEMENT NUMBER 1B. MOD NUMBER 2. TYPE OF AGREEMENT 3. CLASS OF RECIPIENT
R17AC00096 N/A GRANT Special District Government
COOPERATIVE AGREEMENT
4. ISSUING OFFICE 5. RECIPIENT
Bureau of Reclamation Las Virgenes Municipal Water District

Lower Colorado Region 4232 Las Virgenes Road
P.O. Box 61470 Calabasas, CA. 91302-1994
Boulder City, NV 89006-1470
EIN #: 95-2212398 County: Los Angeles
DUNS #: 072280019 Congress. Dist: 33
6. GRANTS MANAGEMENT SPECIALIST 7. RECIPIENT PROJECT MANAGER
Katherine Calagua David Lippman

Bureau of Reclamation Las Virgenes Municipal Water District
P.O. Box 61470 4232 Las Virgenes Road
Boulder City, Nevada 89006-1470 Calabasas, CA. 91302-1994
Phone: 702-293-8526; E-Mail: [email protected] Phone: 818-251-2221; E-Mail: [email protected]
8. GRANTS OFFICER TECHNICAL REPRESENTATIVE 9A. INITIAL AGREEMENT 9B. MODIFICATION EFFECTIVE DATE:
EFFECTIVE DATE:
Dennis Wolfe N/A
See Block 17a
27708 Jefferson Avenue, Suite 202
10. COMPLETION DATE
Temecula, CA 92590
Phone: 951-695-5310; E-Mail: [email protected] July 31, 2018
11A. PROGRAM STATUTORY AUTHORITY 11B. CFDA Number

Section 1604, Title XVI of P.L. 102-575, as amended 15.504
12. FUNDING RECIPIENT/OTHER RECLAMATION 13. REQUISITION NUMBER
INFORMATION
20130159
Total Estimated Amount 14A. ACCOUNTING AND APPROPRIATION DATA
of Agreement
$329,678.00 $150,000.00
This Obligation WBS: RX.32731701.1950000
$329,678.00 $150,000.00 Fund: 17XR0680A1
Previous Obligation Cost Center: RR03510000
$0.00 $0.00
Commitment Item: 411G0000
Total Obligation 14B. TREASURY ACCOUNT FUNDING SYMBOL
$329,678.00 $150,000.00
Cost-Share % 14X0680
50% 50%
15. PROJECT TITLE
Pure Water Project Las Virgenes-Triunfo Feasibility Study
16a. Acceptance of this Assistance Agreement in accordance with the terms and 17a. Award of this Assistance Agreement in accordance with the terms and
conditions contained herein is hereby made on behalf of the above-named conditions contained herein is hereby made on behalf of the United States
recipient of America, Department of the Interior, Bureau of Reclamation
BY: ________________________________________________________________________________ BY: ______________________________________________________________________________
DATE: _____________________________________________________________________________ DATE: ____________________________________________________________________________
16b. NAME, TITLE, AND TELEPHONE NUMBER OF SIGNER 17b. NAME OF GRANTS OFFICER
David Peterson Diana Blake

General Manager Gants Officer
818-251-2122 702-293-8550
Additional signatures are attached
Bureau of Reclamation Form, RF-120
02-2016
THI PAGE INTENTIONALLY LEFT BLANK
Agreement No. R17AC00096 2

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TABLE OF CONTENTS
I. OVERVIEW AND SCHEDULE ............................................................................................... 4

1. AUTHORITY ........................................................................................................................ 4
2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION ................................................... 5
3. BACKGROUND AND OBJECTIVES ................................................................................. 5
4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY ....................................... 6
5. SCOPE OF WORK AND MILESTONES ............................................................................ 6
6. RESPONSIBILITY OF THE PARTIES ............................................................................... 7
7. BUDGET ............................................................................................................................... 8
8. KEY PERSONNEL ............................................................................................................. 10
9. REPORTING REQUIREMENTS AND DISTRIBUTION................................................. 12
10. REGULATORY COMPLIANCE ..................................................................................... 15
II. RECLAMATION STANDARD TERMS AND CONDITIONS............................................ 17
1. REGULATIONS.................................................................................................................. 17
2. PAYMENT .......................................................................................................................... 17
3. PROCUREMENT STANDARDS (2 CFR§200.317 through §200.326) ............................ 22
4. EQUIPMENT (2 CFR §200.313) ........................................................................................ 31
5. SUPPLIES (2 CFR §200.314) ............................................................................................. 34
6. INSPECTION ...................................................................................................................... 34
7. AUDIT REQUIREMENTS (2 CFR Subpart F §200.501) .................................................. 34
8. REMEDIES FOR NONCOMPLIANCE (2 CFR §200.338) ............................................... 36
9. TERMINATION (2 CFR §200.339) ................................................................................... 36
10. DEBARMENT AND SUSPENSION (2 CFR §1400)....................................................... 37
11. DRUG-FREE WORKPLACE (2 CFR §182 and §1401) .................................................. 37
12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE ........ 37
13. COVENANT AGAINST CONTINGENT FEES .............................................................. 38
14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR §175.15) ................. 38
15. NEW RESTRICTIONS ON LOBBYING (43 CFR §18).................................................. 40
16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION
POLICIES ACT OF 1970 (URA) (42 USC § 4601 et seq.) ..................................................... 41
17. CENTRAL CONTRACTOR REGISTRATION AND UNIVERSAL IDENTIFIER
REQUIREMENTS (2 CFR 25, APPENDIX A) ....................................................................... 42
18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT
SUPPLIED BY THE GOVERNMENT WHILE DRIVING .................................................... 43
19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170
APPENDIX A).......................................................................................................................... 43
20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) .............................. 46
21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2
CFR Part 200) ........................................................................................................................... 47

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Cooperative Agreement
Between
And
For
Pure Water Project Las Virgenes-Triunfo Feasibility Study
I. OVERVIEW AND SCHEDULE
1. AUTHORITY
This Cooperative Agreement (Agreement) is entered into between the United States of America,
acting through the Department of the Interior, Bureau of Reclamation, hereinafter referred to as
“Reclamation,” and the Las Virgenes Municipal Water District, hereinafter referred to as the
“Recipient”, “Grantee,” , or “District”, pursuant to Section 1604, Title XVI of P.L. 102-575, as
amended. The following section, provided in full text, authorizes Reclamation to award this
financial assistance agreement:
SEC. 1604. FEASIBILITY STUDIES
(a) General authority; Federal and non-Federal cost shares - The Secretary is authorized
to participate with appropriate Federal, State, regional, and local authorities in studies to
determine the feasibility of water reclamation and reuse projects recommended for such
study pursuant to section 1603 of this title. The Federal share of the costs of such
feasibility studies shall not exceed 50 per centum of the total, except that the Secretary
may increase the Federal share of the costs of such feasibility study if the Secretary
determines, based upon a demonstration of financial hardship on the part of the non-
Federal participant, that the non-Federal participant is unable to contribute at least 50 per
centum of the costs of such study. The Secretary may accept as part of the non-Federal
cost share the contribution of such in-kind services by the non-Federal participant that the
Secretary determines will contribute substantially toward the conduct and completion of
the study.
(b) Federal share considered project costs; reimbursement - The Federal share of
feasibility studies, including those described in sections 1606 and 1608 through 1610 of
this title, shall be considered as project costs and shall be reimbursed in accordance with
the Federal reclamation laws, if the project studied is implemented.
(c) Matters to be considered - In addition to the requirements of other Federal laws,

feasibility studies conducted by the Secretary or the non-Federal project sponsor under
sections of this title shall consider, among other things -

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(1) near- and long-term water demand and supplies in the study area;
(2) all potential uses for reclaimed water;
(3) at least two alternative measures or technologies available for water
reclamation, distribution, and reuse for the project under consideration;
(4) public health and environmental quality issues associated with use of
reclaimed water;
(5) whether development of the water reclamation and reuse measures under
study would -
(A) reduce, postpone, or eliminate development of new or expanded water
supplies,
(B) reduce or eliminate the use of existing diversions from natural
watercourses or withdrawals from aquifers,
or
(C) reduce the demand on existing Federal water supply facilities;
(6) the market or dedicated use for reclaimed water in the project’s service area;
and
(7) the financial capability of the non-Federal project sponsor to fund its
proportionate share of the project’s construction costs on an annual basis.
2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION
The District, in partnership with the Triunfo Sanitation District, is studying the Pure Water
Project Las Virgenes – Triunfo (Project), which would be an indirect potable reuse (IPR) project
for reservoir augmentation which would ultimately produce up to 5,151 acre-feet per year (AFY)
of new water supply. The study will determine the feasibility of the IPR Project which would
enable the District to capture all of its unused recycled water available from the District’s Tapia
Water Reclamation Facility (Tapia) during the winter months, purify it at a new advanced water
treatment plant, and augment imported potable water supplies stored at the existing Las Virgenes
Reservoir. The water produced by this Project will replace water that would otherwise need to
be imported from the Bay-Delta by the Metropolitan Water District of Southern California.
3. BACKGROUND AND OBJECTIVES
The Project is a partnership between the District and the Triunfo Sanitation District. The service
area has a population of about 100,000, and consists of most of the Malibu Creek watershed,
along with a small portion of the Los Angeles River Watershed. All of the potable water
distributed by the two Districts is imported by the Metropolitan Water District. The District
currently meets 20 percent of its annual water demand with recycled water, and over 65 percent
of the wastewater treated at Tapia is used for recycled water irrigation. The demand for
irrigation water decreases significantly during the winter months, which means that without
seasonal storage facilities, the excess recycled water must be discharged to Malibu Creek. This
feasibility study will determine if an IPR project could be implemented in order to treat and use
the recycled water which is currently discharged, so that the District can utilize this valuable
resource.

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4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY
This Agreement becomes effective on the date shown in Block 17a of Form 7-2279, United
States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement.
The Agreement shall remain in effect until the date shown in Block 10 of Form 7-2279, United
States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement.
The period of performance for this Agreement may only be modified through written
modification of the Agreement by a Reclamation Grants Officer (GO).
No legal liability on the part of the Government for any payment may arise until funds are made
available, in writing, to the Recipient by the Grants Officer. The total estimated amount of
federal funding for this agreement is $150,000.00, of which the initial amount of federal funds
available is limited to $150,000.00, as indicated by “this obligation” within Block 12 of Form
7-2279, United States of America, Department of the Interior, Bureau of Reclamation,
Assistance Agreement. Subject to the availability of Congressional appropriations, subsequent
funds will be made available for payment through written modifications to this agreement by a
Reclamation Grants Officer.
5. SCOPE OF WORK AND MILESTONES
The District shall perform the activities necessary to prepare a complete feasibility study under
the Title XVI program. The study will include numerous elements that collectively comprise a
comprehensive assessment of the feasibility of the Project. The specific tasks are listed below.
Task 1 – Award consultant contract for modeling Las Virgenes Reservoir.
Task 2 – Prepare, advertise, review, and recommend RFP for feasibility study.
Task 3 – Award consultant contract for Feasibility Study.
Task 4 – Review draft modeling report.
Task 5 – Review draft feasibility study.
Task 6 – Complete modeling study and incorporate into feasibility study.
Task 7 – Complete Independent Advisory Panel Report.
Task 8 – Complete feasibility study.
Planned
Milestone / Task / Activity Completion
Date
Task 1 – Award consultant contract for modeling Las Virgenes Reservoir February 2017
Task 2 – Prepare, advertise, review, and recommend feasibility study RFP August 2017

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Task 3 – Award consultant contract for Feasibility Study September 2017

Task 4 – Review draft modeling report November 2017
Task 5 – Review draft feasibility study December 2017
Task 6 – Complete modeling study and incorporate into feasibility study January 2018
Task 7 – Complete Independent Advisory Panel Report May 2018
Task 8 – Complete feasibility study July 2018
6. RESPONSIBILITY OF THE PARTIES
6.1 Recipient Responsibilities
6.1.1 The Recipient shall carry out the Scope of Work (SOW) in accordance with the terms and
conditions stated herein. The Recipient shall adhere to Federal, state, and local laws, regulations,
and codes, as applicable, and shall obtain all required approvals and permits. If the SOW
contains construction activities, the Recipient is responsible for construction inspection,
oversight, and acceptance. If applicable, the Recipient shall also coordinate and obtain approvals
from site owners and operators.
6.2 Reclamation Responsibilities
6.2.1 Reclamation will monitor and provide Federal oversight of activities performed under this
Agreement. Monitoring and oversight includes review and approval of financial status and
performance reports, payment requests, and any other deliverables identified as part of the SOW.
Additional monitoring activities may include site visits, conference calls, and other on-site and
off-site monitoring activities. At the Recipient’s request, Reclamation may also provide
technical assistance to the Recipient in support of the SOW and objectives of this Agreement.
6.2.2 Substantial involvement by Reclamation is anticipated during the performance of activities

funded under this cooperative agreement. In support of this Agreement, Reclamation will be
responsible for the following:
(a) Provide financial contribution not to exceed the available funding in accordance with Section
I.4 (Period of Performance and Funds Availability), or 50 percent of the total project costs for the
activities identified in the Scope of Work of this Agreement, whichever is less.
(b) Shall work with the Recipient as necessary to ensure that the Recipient adheres to the
specified work plan and meets specified project goals as set forth in this Agreement.
(c) Shall not continue to advance funds nor award subsequent cooperative agreements to the
Recipient for work on the project unless the Recipient is in full compliance with the
requirements of the work plan and project goals that are included in this Agreement and has
obtained Reclamation concurrence for any deviations therefrom.
(d) Shall provide scientific or administrative advice on the development of the project. Such
advice will take into consideration factors such as: (1) the scientific complexities of the project;

02-2016
(2) the Recipient’s progress in meeting project goals; and (3) the Recipient’s ability to meet the
proposed time schedule.
7. BUDGET
7.1 Budget Estimate. The following is the estimated budget for this Agreement. As Federal
financial assistance agreements are cost-reimbursable, the budget provided is for estimation
purposes only.
Final costs incurred under the budget categories listed may be either higher or lower than the
estimated costs. All costs incurred by the Recipient under this agreement must be in accordance
with any pre-award clarifications conducted between the Recipient and Reclamation, as well as
with the terms and conditions of this agreement. Final determination of the allowability,
allocability, or reasonableness of costs incurred under this agreement is the responsibility of the
Grants Officer. Recipients are encouraged to direct any questions regarding allowability,
allocability or reasonableness of costs to the Grants Officer for review prior to incurrence of the
costs in question.
COMPUTATION
BUDGET ITEM DESCRIPTION Price/Unit TOTAL COST
Quantity
SALARIES AND WAGES --Position title x hourly wage/salary x est. hours for assisted activity. Describe this information for each position.
Not requested
FRINGE BENEFITS – Explain the type of fringe benefits and how applied to various categories of personnel.
Not requested
TRAVEL—dates; location of travel; method of travel x estimated cost; who will travel
Not requested
EQUIPMENT—Leased Equipment use rate + hourly wage/salary x est. hours for assisted activity—Describe equipment to be purchased, unit
price, # of units for all equipment to be purchased or leased for assisted activity: Do not list contractor supplied equipment here.
Not requested
SUPPLIES/MATERIALS--Describe all major types of supplies/materials, unit price, # of units, etc., to be used on this assisted activity.
Not requested
CONTRACTUAL/ CONSTRUCTION—Explain any contracts or sub-Agreements that will be awarded, why needed. Explain contractor
qualifications and how the contractor will be selected.
Reservoir modeling consultant $279,678 LS $279,678
Feasibility study consultant $200,000 LS $200,000
TOTAL DIRECT COSTS $479,678
INDIRECT COSTS
Not requested
TOTAL ESTIMATED PROJECT COST $479,678
FUNDING SOURCES % TOTAL PROJECT COST TOTAL COST BY SOURCE
RECIPIENT FUNDING 69% $329,678
OTHER NON-FEDERAL FUNDING
RECLAMATION FUNDING 31% $150,00
OTHER FEDERAL FUNDING -
TOTALS 100% $479,678

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7.2 Cost Sharing Requirement
At least 50 % non-Federal cost-share is required for costs incurred under this Agreement. If pre-
award costs are authorized, reimbursement of these costs is limited to federal cost share
percentage identified in this agreement.
The Federal share of allowable costs shall not be expended in advance of the Recipient's non-
Federal share. It is expected that expenditure of Federal and non-Federal funds based upon the
cost share percentage above shall occur concurrently. If a bona fide need arises which requires
the expenditure of Federal funds in advance of the Recipient share, then the Recipient must
request written approval from the Grants Officer prior to the expenditure. Recipient's may
expend their agreed upon share of costs in advance of the expenditure of Federal funds without
prior written approval.
7.3 Pre-Award Incurrence of Costs
The Recipient shall be entitled to reimbursement for costs incurred on or after February 1, 2017,
which if had been incurred after this Agreement was entered into, would have been allowable,
allocable, and reasonable under the terms and conditions of this Agreement. Such costs are only
eligible for reimbursement or consideration for inclusion within the recipient’s required share if
they are deemed allocable, allowable, and reasonable to the finalized negotiated budget.
7.4 Allowable Costs (2 CFR Subpart E §200.400 through §200.475)
Costs incurred for the performance of this Agreement must be allowable, allocable to the project,
and reasonable. The following regulations, codified within the Code of Federal Regulations
(CFR), governs the allowability of costs for Federal financial assistance:
2 CFR Subpart E, “Cost Principles”
Expenditures for the performance of this Agreement must conform to the requirements within
this CFR. The Recipient must maintain sufficient documentation to support these expenditures.
Questions on the allowability of costs should be directed to the GO responsible for this
Agreement.
The Recipient shall not incur costs or obligate funds for any purpose pertaining to operation of
the program or activities beyond the expiration date stated in the Agreement. The only costs
which are authorized for a period of up to 90 days following the project performance period are
those strictly associated with closeout activities for preparation of the final reports.
7.5 Revision of Budget and Program Plans (2 CFR §200.308)
In accordance with 2 CFR §200.308(c)-(e) the recipient must request prior written approval for
any of the following changes:

02-2016
a) A change in the approved scope of work or associated tasks, even if there is no

associated budget revisions.
b) Change in key personnel specified in section 8 “Key Personnel” of this
agreement.
c) Changes in the approved cost-sharing or matching outlined within this agreement
in section 7.2 “Cost Share requirements”
d) Inclusion of pre-award costs or reimbursement for pre-award costs which are not
included in the initially approved budget and included in section 7.3 “Pre-Award
Incurrence of Costs” of this agreement.
e) Extensions to the Completion Date outlined in block 10 of the coversheet (form 7-
2279) of this agreement.
f) The transfer of funds between direct cost categories, functions, and activities for
which the expected transfer amount is to exceed 10 percent of the total approved budget.
7.6 Modifications
Any changes to this Agreement shall be made by means of a written modification. Reclamation
may make changes to the Agreement by means of a unilateral modification to address
administrative matters, such as changes in address, no-cost time extensions, changes to
Reclamation Key Personnel, or the addition of previously agreed upon funding. Additionally, a
unilateral modification may be utilized by Reclamation if it should become necessary to suspend
or terminate the Agreement in accordance with 2 CFR §200.338.
All other changes shall be made by means of a bilateral modification to the Agreement. No oral
statement made by any person, or written statement by any person other than the GO, shall be
allowed in any manner or degree to modify or otherwise effect the terms of the Agreement.
All requests for modification of the Agreement shall be made in writing, provide a full
description of the reason for the request, and be sent to the attention of the GO. Any request for
project extension shall be made at least 45 days prior to the expiration date of the Agreement or
the expiration date of any extension period that may have been previously granted. Any
determination to extend the period of performance or to provide follow-on funding for
continuation of a project is solely at the discretion of Reclamation.
8. KEY PERSONNEL
8.1 Recipient’s Key Personnel
The Recipient's Project Manager for this Agreement shall be:
David Lippman
4232 Las Virgenes Road
Calabasas, CA. 91302-1994
Phone: 818-251-2221; E-Mail: [email protected]

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8.2 Reclamation’s Key Personnel
8.2.1 Grants Officer (GO):
Diana Blake
P.O. Box 61470
Boulder City, Nevada 89006-1470
(a) The GO is the only official with legal delegated authority to represent Reclamation. The
GO’s responsibilities include, but are not limited to, the following:
(1) Formally obligate Reclamation to expend funds or change the funding level of the
Agreement;
(2) Approve through formal modification changes in the scope of work and/or budget;
(3) Approve through formal modification any increase or decrease in the period of
performance of the Agreement;
(4) Approve through formal modification changes in any of the expressed terms, conditions,
or specifications of the Agreement;
(5) Be responsible for the overall administration, management, and other non-programmatic
aspects of the Agreement including, but not limited to, interpretation of financial
assistance statutes, regulations, circulars, policies, and terms of the Agreement;
(6) Where applicable, ensures that Reclamation complies with the administrative
requirements required by statutes, regulations, circulars, policies, and terms of the
Agreement.
8.2.2 Grants Officer Technical Representative (GOTR):
Dennis Wolfe
27708 Jefferson Avenue, Suite 202
Temecula, CA 92590
(a) The GOTR’s authority is limited to technical and programmatic aspects of the Agreement.
The GOTR’s responsibilities include, but are not limited to, the following:
(1) Assist the Recipient, as necessary, in interpreting and carrying out the scope of work in
the Agreement;

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(2) Review, and where required, approve Recipient reports and submittals as required by the
Agreement;
(3) Where applicable, monitor the Recipient to ensure compliance with the technical
requirements of the Agreement;
(4) Where applicable, ensure that Reclamation complies with the technical requirements of
the Agreement;
(b) The GOTR does not have the authority to and may not issue any technical assistance which:
(1) Constitutes an assignment of additional work outside the scope of work of the
Agreement;
(2) In any manner causes an increase or decrease in the total estimated cost or the time
required for performance; or
(3) Changes any of the expressed terms, conditions, or specifications of the Agreement.
8.2.3 Grants Management Specialist. The Grants Management Specialist is the primary
administrative point of contact for this agreement and should be contacted regarding issues
related to the day-to-day management of the agreement.
Requests for approval regarding the terms and conditions of the agreement, including but not
limited to modifications and prior approval, may only be granted, in writing, by a Reclamation
Grants Officer. Please note that for some agreements, the Grants Officer and the Grants
Management Specialist may be the same individual.
Katherine Calagua
P.O. Box 61470
Boulder City, Nevada 89006-1470
9. REPORTING REQUIREMENTS AND DISTRIBUTION
9.1 Noncompliance. Failure to comply with the reporting requirements contained in this
Agreement may be considered a material noncompliance with the terms and conditions of the
award. Noncompliance may result in withholding of payments pending receipt of required
reports, denying both the use of funds and matching credit for all or part of the cost of the
activity or action not in compliance, whole or partial suspension or termination of the
Agreement, recovery of funds paid under the Agreement, withholding of future awards, or other
legal remedies in accordance with 2 CFR §200.338.
9.2 Financial Reports. Financial Status Reports shall be submitted by means of the SF-425 and
shall be submitted according to the Report Frequency and Distribution schedule below. All
financial reports shall be signed by an Authorized Certifying Official for the Recipient’s
organization.

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9.3 Monitoring and reporting program performance (2 CFR §200.328)
(a) Monitoring by the non-Federal entity. The non-Federal entity is responsible for oversight of
the operations of the Federal award supported activities. The non-Federal entity must monitor its
activities under Federal awards to assure compliance with applicable Federal requirements and
performance expectations are being achieved. Monitoring by the non-Federal entity must cover
each program, function or activity. See also §200.331 Requirements for pass-through entities.
(b) Non-construction performance reports. The Federal awarding agency must use standard,
OMB-approved data elements for collection of performance information (including performance
progress reports, Research Performance Progress Report, or such future collections as may be
approved by OMB and listed on the OMB Web site).
(1) The non-Federal entity must submit performance reports at the interval required by
the Federal awarding agency or pass-through entity to best inform improvements in
program outcomes and productivity. Intervals must be no less frequent than annually nor
more frequent than quarterly except in unusual circumstances, for example where more
frequent reporting is necessary for the effective monitoring of the Federal award or could
significantly affect program outcomes.
Annual reports must be due 90 calendar days after the reporting period; quarterly or
semiannual reports must be due 30 calendar days after the reporting period. Alternatively,
the Federal awarding agency or pass-through entity may require annual reports before the
anniversary dates of multiple year Federal awards. The final performance report will be
due 90 calendar days after the period of performance end date. If a justified request is
submitted by a non-Federal entity, the Federal agency may extend the due date for any
performance report.
(2) The non-Federal entity must submit performance reports using OMB-approved
governmentwide standard information collections when providing performance
information. As appropriate in accordance with above mentioned information collections,
these reports will contain, for each Federal award, brief information on the following
unless other collections are approved by OMB:
(i) A comparison of actual accomplishments to the objectives of the Federal

award established for the period. Where the accomplishments of the Federal
award can be quantified, a computation of the cost (for example, related to units
of accomplishment) may be required if that information will be useful. Where
performance trend data and analysis would be informative to the Federal
awarding agency program, the Federal awarding agency should include this as a
performance reporting requirement.
(ii) The reasons why established goals were not met, if appropriate.

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(iii) Additional pertinent information including, when appropriate, analysis and

explanation of cost overruns or high unit costs.
(c) Construction performance reports. For the most part, onsite technical inspections and certified
percentage of completion data are relied on heavily by Federal awarding agencies and pass-
through entities to monitor progress under Federal awards and subawards for construction. The
Federal awarding agency may require additional performance reports only when considered
necessary.
(d) Significant developments. Events may occur between the scheduled performance reporting
dates that have significant impact upon the supported activity. In such cases, the non-Federal
entity must inform the Federal awarding agency or pass-through entity as soon as the following
types of conditions become known:
(1) Problems, delays, or adverse conditions which will materially impair the ability to
meet the objective of the Federal award. This disclosure must include a statement of the
action taken, or contemplated, and any assistance needed to resolve the situation.
(2) Favorable developments which enable meeting time schedules and objectives sooner
or at less cost than anticipated or producing more or different beneficial results than
originally planned.
Reclamation requires Performance reporting for all financial assistance awards, both
Construction and non-Construction. Performance reports for Construction agreements shall meet
the same minimum requirements outlined in 2 CFR §200.328(b)(2) above.
9.4 Report Frequency and Distribution. The following table sets forth the reporting
requirements for this Agreement. Please note the first report due date listed for each type of
report.
Required Reports Interim Reports Final Report

Performance Report
Format No specific format required. See contentSummary of activities completed
requirements within Section 9.3 (2 CFR during the entire period of
§200.328) above. performance is required. See
content requirements within Section
9.3 (2 CFR §200.328) above.
Reporting Frequency Quarterly Final Report due upon completion
of Agreement’s period of
performance
Reporting Period For Quarterly Reporting: Federal fiscal Entire period of performance
quarters ending: December 31,
March 31, June 30, and September 30.
Due Date* Quarterly Reporting: Within 30 days Within 90 days after the completion
after the end of the Reporting Period. date of the Agreement

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First Report Due Date The first performance report is due for N/A
reporting period ending December 31,
2017
Submit to: Grants Officer [email protected]
Federal Financial Report
Format SF-425 (all sections must be completed) SF-425(all sections must be
completed)
Reporting Frequency Quarterly Final Report due upon completion
of Agreement’s period of
performance
Reporting Period For Quarterly Reporting: Federal fiscal Entire period of performance
quarters ending: December 31,
March 31, June 30, and September 30.
Due Date* Quarterly Reporting: Within 30 days Within 90 days after the completion
after the end of the Reporting Period. date of the Agreement
First Report Due Date The first Federal financial report is due N/A
for reporting period ending
December 31, 2017
Submit to: Grants Officer [email protected]
* If the completion date is prior to the end of the next reporting period, then no interim report is
due for that period. Instead, the Recipient is required only to submit the final financial and
performance reports, which will cover the entire period of performance including the last
abbreviated reporting period.
10. REGULATORY COMPLIANCE
The Recipient agrees to comply or assist Reclamation with all regulatory compliance
requirements and all applicable state, Federal, and local environmental and cultural and
paleontological resource protection laws and regulations as applicable to this project. These may
include, but are not limited to, the National Environmental Policy Act (NEPA), including the
Council on Environmental Quality and Department of the Interior regulations implementing
NEPA, the Clean Water Act, the Endangered Species Act, consultation with potentially affected
Tribes, and consultation with the State Historic Preservation Office.
Certain environmental and other associated compliance are Federal responsibilities, and will
occur as appropriate. Reclamation will identify the need for and will complete any appropriate
environmental compliance requirements, as identified above, pertinent to Reclamation pursuant
to activities specific to this assisted activity. Environmental and other associated compliance
shall be completed prior to the start of this project. As such, notwithstanding any other provision
of this Agreement, Reclamation shall not provide any funds to the Recipient for Agreement
purposes, and the Recipient shall not begin implementation of the assisted activity described in
this Agreement, until Reclamation provides written notice to the Recipient that all applicable
environmental and regulatory compliance analyses and clearances have been completed and that
the Recipient may begin implementation of the assisted activity. If the Recipient begins project
activities that require environmental and other regulatory compliance approval, such as

02-2016
construction activities, prior to receipt of written notice from Reclamation that all such
clearances have been obtained, then Reclamation reserves the right to unilaterally terminate this
agreement for cause.

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II. RECLAMATION STANDARD TERMS AND CONDITIONS
1. REGULATIONS
The regulations at 2 CFR Subtitle A, Chapter II, Part 200 “Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards”, are hereby
incorporated by reference as though set forth in full text. Failure of a Recipient to comply with
any applicable regulation or circular may be the basis for withholding payments for proper
charges made by the Recipient and/or for termination of support.
2. PAYMENT
2.1 Payment. (2 CFR §200.305 )
(a) For states, payments are governed by Treasury-State CMIA agreements and default
procedures codified at 31 CFR Part 205 “Rules and Procedures for Efficient Federal-State Funds
Transfers” and TFM 4A-2000 Overall Disbursing Rules for All Federal Agencies.
(b) For non-Federal entities other than states, payments methods must minimize the time
elapsing between the transfer of funds from the United States Treasury or the pass-through entity
and the disbursement by the non-Federal entity whether the payment is made by electronic funds
transfer, or issuance or redemption of checks, warrants, or payment by other means. See also
§200.302 Financial management paragraph (b)(6). Except as noted elsewhere in this part,
Federal agencies must require recipients to use only OMB-approved standard governmentwide
information collection requests to request payment.
(1) The non-Federal entity must be paid in advance, provided it maintains or

demonstrates the willingness to maintain both written procedures that minimize the time
elapsing between the transfer of funds and disbursement by the non-Federal entity, and
financial management systems that meet the standards for fund control and accountability
as established in this part. Advance payments to a non-Federal entity must be limited to
the minimum amounts needed and be timed to be in accordance with the actual,
immediate cash requirements of the non-Federal entity in carrying out the purpose of the
approved program or project. The timing and amount of advance payments must be as
close as is administratively feasible to the actual disbursements by the non-Federal entity
for direct program or project costs and the proportionate share of any allowable indirect
costs. The non-Federal entity must make timely payment to contractors in accordance
with the contract provisions.

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(2) Whenever possible, advance payments must be consolidated to cover anticipated cash
needs for all Federal awards made by the Federal awarding agency to the recipient.
(i) Advance payment mechanisms include, but are not limited to, Treasury check
and electronic funds transfer and must comply with applicable guidance in 31
CFR part 208.
(ii) Non-Federal entities must be authorized to submit requests for advance

payments and reimbursements at least monthly when electronic fund transfers are
not used, and as often as they like when electronic transfers are used, in
accordance with the provisions of the Electronic Fund Transfer Act (15 U.S.C.
1693-1693r).
(3) Reimbursement is the preferred method when the requirements in paragraph (b)
cannot be met, when the Federal awarding agency sets a specific condition per §200.207
Specific conditions, or when the non-Federal entity requests payment by reimbursement.
This method may be used on any Federal award for construction, or if the major portion
of the construction project is accomplished through private market financing or Federal
loans, and the Federal award constitutes a minor portion of the project. When the
reimbursement method is used, the Federal awarding agency or pass-through entity must
make payment within 30 calendar days after receipt of the billing, unless the Federal
awarding agency or pass-through entity reasonably believes the request to be improper.
(4) If the non-Federal entity cannot meet the criteria for advance payments and the
Federal awarding agency or pass-through entity has determined that reimbursement is not
feasible because the non-Federal entity lacks sufficient working capital, the Federal
awarding agency or pass-through entity may provide cash on a working capital advance
basis. Under this procedure, the Federal awarding agency or pass-through entity must
advance cash payments to the non-Federal entity to cover its estimated disbursement
needs for an initial period generally geared to the non-Federal entity's disbursing cycle.
Thereafter, the Federal awarding agency or pass-through entity must reimburse the non-
Federal entity for its actual cash disbursements. Use of the working capital advance
method of payment requires that the pass-through entity provide timely advance
payments to any subrecipients in order to meet the subrecipient's actual cash
disbursements. The working capital advance method of payment must not be used by the
pass-through entity if the reason for using this method is the unwillingness or inability of
the pass-through entity to provide timely advance payments to the subrecipient to meet
the subrecipient's actual cash disbursements.
(5) Use of resources before requesting cash advance payments. To the extent available,
the non-Federal entity must disburse funds available from program income (including
repayments to a revolving fund), rebates, refunds, contract settlements, audit recoveries,
and interest earned on such funds before requesting additional cash payments.

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(6) Unless otherwise required by Federal statutes, payments for allowable costs by non-
Federal entities must not be withheld at any time during the period of performance unless
the conditions of §§200.207 Specific conditions, Subpart D—Post Federal Award
Requirements of this part, 200.338 Remedies for Noncompliance, or one or more of the
following applies:
(i) The non-Federal entity has failed to comply with the project objectives,
Federal statutes, regulations, or the terms and conditions of the Federal award.
(ii) The non-Federal entity is delinquent in a debt to the United States as defined
in OMB Guidance A-129, “Policies for Federal Credit Programs and Non-Tax
Receivables.” Under such conditions, the Federal awarding agency or pass-
through entity may, upon reasonable notice, inform the non-Federal entity that
payments must not be made for obligations incurred after a specified date until the
conditions are corrected or the indebtedness to the Federal Government is
liquidated.
(iii) A payment withheld for failure to comply with Federal award conditions, but
without suspension of the Federal award, must be released to the non-Federal
entity upon subsequent compliance. When a Federal award is suspended, payment
adjustments will be made in accordance with §200.342 Effects of suspension and
termination.
(iv) A payment must not be made to a non-Federal entity for amounts that are
withheld by the non-Federal entity from payment to contractors to assure
satisfactory completion of work. A payment must be made when the non-Federal
entity actually disburses the withheld funds to the contractors or to escrow
accounts established to assure satisfactory completion of work.
(7) Standards governing the use of banks and other institutions as depositories of advance
payments under Federal awards are as follows.
(i) The Federal awarding agency and pass-through entity must not require
separate depository accounts for funds provided to a non-Federal entity or
establish any eligibility requirements for depositories for funds provided to the
non-Federal entity. However, the non-Federal entity must be able to account for
the receipt, obligation and expenditure of funds.
(ii) Advance payments of Federal funds must be deposited and maintained in

insured accounts whenever possible.

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(8) The non-Federal entity must maintain advance payments of Federal awards in
interest-bearing accounts, unless the following apply.
(i) The non-Federal entity receives less than $120,000 in Federal awards per year.
(ii) The best reasonably available interest-bearing account would not be expected
to earn interest in excess of $500 per year on Federal cash balances.
(iii) The depository would require an average or minimum balance so high that it
would not be feasible within the expected Federal and non-Federal cash resources.
(iv) A foreign government or banking system prohibits or precludes interest

bearing accounts.
(9) Interest earned amounts up to $500 per year may be retained by the non-Federal entity
for administrative expense. Any additional interest earned on Federal advance payments
deposited in interest-bearing accounts must be remitted annually to the Department of
Health and Human Services Payment Management System (PMS) through an electronic
medium using either Automated Clearing House (ACH) network or a Fedwire Funds
Service payment. Remittances must include pertinent information of the payee and nature
of payment in the memo area (often referred to as “addenda records” by Financial
Institutions) as that will assist in the timely posting of interested earned on federal funds.
Pertinent details include the Payee Account Number (PAN) if the payment originated
from PMS, or Agency information if the payment originated from ASAP, NSF or another
federal agency payment system. The remittance must be submitted as follows:
(i) For ACH Returns:

Routing Number: 051036706
Account number: 303000
Bank Name and Location: Credit Gateway—ACH Receiver St. Paul, MN
(ii) For Fedwire Returns*:

Routing Number: 021030004
Account number: 75010501
Bank Name and Location: Federal Reserve Bank Treas NYC/Funds Transfer
Division New York, NY
(* Please note organization initiating payment is likely to incur a charge from
your Financial Institution for this type of payment)

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(iii) For International ACH Returns:

Beneficiary Account: Federal Reserve Bank of New York/ITS (FRBNY/ITS)
Bank: Citibank N.A. (New York)
Swift Code: CITIUS33
Account Number: 36838868
Bank Address: 388 Greenwich Street, New York, NY 10013 USA
Payment Details (Line 70): Agency
Name (abbreviated when possible) and ALC Agency POC: Michelle Haney,
(301) 492-5065
(iv) For recipients that do not have electronic remittance capability, please make
check** payable to: “The Department of Health and Human Services.”
Mail Check to Treasury approved lockbox:
HHS Program Support Center, P.O. Box 530231, Atlanta, GA 30353-0231
(** Please allow 4-6 weeks for processing of a payment by check to be applied to
the appropriate PMS account)
(v) Any additional information/instructions may be found on the PMS Web site at
http://www.dpm.psc.gov/.
2.2 Payment Method
Recipients must utilize the Department of Treasury Automated Standard Application for
Payments (ASAP) payment system to request advance or reimbursement payments. ASAP is a
Recipient-initiated payment and information system designed to provide a single point of contact
for the request and delivery of Federal funds. ASAP is the only allowable method for request
and receipt of payment. Recipient procedures must minimize the time elapsing between the
drawdown of Federal funds and the disbursement for agreement purposes.
Recipients must complete enrollment in ASAP for all active financial assistance agreements with
Reclamation. ASAP enrollment is specific to each Agency and Bureau; meaning, if a Recipient
organization has an existing ASAP account with another Federal agency or Department of the
Interior bureau, but not with Reclamation, then the Recipient must initiate and complete
enrollment in ASAP under Reclamation’s Agency Location Code (1425) through submission of
an enrollment form found at www.usbr.gov/mso/aamd/asap.html. For information regarding
ASAP enrollment, please visit www.usbr.gov/mso/aamd/asap.html, or contact the Reclamation
ASAP Help Desk [email protected]. Further information regarding ASAP may be
obtained from the ASAP website at http://www.fms.treas.gov/asap.
In accordance with 2 CFR 25.200(b)(2) the Recipient shall “Maintain an active SAM registration
with current information at all times during which it has an active Federal award or an
application or plan under consideration by an agency”. If the Recipient allows their SAM
registration to lapse, the Recipient’s accounts within ASAP will be automatically suspended by
Reclamation until such time as the Recipient renews their SAM registration.

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3. PROCUREMENT STANDARDS (2 CFR§200.317 through §200.326)
§200.317 Procurements by states.
When procuring property and services under a Federal award, a state must follow the same
policies and procedures it uses for procurements from its non-Federal funds. The state will
comply with §200.322 Procurement of recovered materials and ensure that every purchase order
or other contract includes any clauses required by section §200.326 Contract provisions. All
other non-Federal entities, including subrecipients of a state, will follow §§200.318 General
procurement standards through 200.326 Contract provisions.
§200.318 General procurement standards.
(a) The non-Federal entity must use its own documented procurement procedures which reflect
applicable State, local, and tribal laws and regulations, provided that the procurements conform
to applicable Federal law and the standards identified in this part.
(b) Non-Federal entities must maintain oversight to ensure that contractors perform in
accordance with the terms, conditions, and specifications of their contracts or purchase orders.
(c)
(1) The non-Federal entity must maintain written standards of conduct covering conflicts
of interest and governing the actions of its employees engaged in the selection, award and
administration of contracts. No employee, officer, or agent may participate in the
selection, award, or administration of a contract supported by a Federal award if he or she
has a real or apparent conflict of interest. Such a conflict of interest would arise when the
employee, officer, or agent, any member of his or her immediate family, his or her
partner, or an organization which employs or is about to employ any of the parties
indicated herein, has a financial or other interest in or a tangible personal benefit from a
firm considered for a contract. The officers, employees, and agents of the non-Federal
entity may neither solicit nor accept gratuities, favors, or anything of monetary value
from contractors or parties to subcontracts. However, non-Federal entities may set
standards for situations in which the financial interest is not substantial or the gift is an
unsolicited item of nominal value. The standards of conduct must provide for disciplinary
actions to be applied for violations of such standards by officers, employees, or agents of
the non-Federal entity.
(2) If the non-Federal entity has a parent, affiliate, or subsidiary organization that is not a
state, local government, or Indian tribe, the non-Federal entity must also maintain written
standards of conduct covering organizational conflicts of interest. Organizational
conflicts of interest means that because of relationships with a parent company, affiliate,
or subsidiary organization, the non-Federal entity is unable or appears to be unable to be
impartial in conducting a procurement action involving a related organization.
(d) The non-Federal entity's procedures must avoid acquisition of unnecessary or duplicative
items. Consideration should be given to consolidating or breaking out procurements to obtain a

02-2016
more economical purchase. Where appropriate, an analysis will be made of lease versus purchase
alternatives, and any other appropriate analysis to determine the most economical approach.
(e) To foster greater economy and efficiency, and in accordance with efforts to promote cost-
effective use of shared services across the Federal Government, the non-Federal entity is
encouraged to enter into state and local intergovernmental agreements or inter-entity agreements
where appropriate for procurement or use of common or shared goods and services.
(f) The non-Federal entity is encouraged to use Federal excess and surplus property in lieu of
purchasing new equipment and property whenever such use is feasible and reduces project costs.
(g) The non-Federal entity is encouraged to use value engineering clauses in contracts for
construction projects of sufficient size to offer reasonable opportunities for cost reductions.
Value engineering is a systematic and creative analysis of each contract item or task to ensure
that its essential function is provided at the overall lower cost.
(h) The non-Federal entity must award contracts only to responsible contractors possessing the
ability to perform successfully under the terms and conditions of a proposed procurement.
Consideration will be given to such matters as contractor integrity, compliance with public
policy, record of past performance, and financial and technical resources. See also §200.212
Suspension and debarment.
(i) The non-Federal entity must maintain records sufficient to detail the history of procurement.
These records will include, but are not necessarily limited to the following: rationale for the
method of procurement, selection of contract type, contractor selection or rejection, and the basis
for the contract price.
(j)
(1) The non-Federal entity may use a time and materials type contract only after a
determination that no other contract is suitable and if the contract includes a ceiling price
that the contractor exceeds at its own risk. Time and materials type contract means a
contract whose cost to a non-Federal entity is the sum of:
(i) The actual cost of materials; and
(ii) Direct labor hours charged at fixed hourly rates that reflect wages, general and
administrative expenses, and profit.
(2) Since this formula generates an open-ended contract price, a time-and-materials

contract provides no positive profit incentive to the contractor for cost control or labor
efficiency. Therefore, each contract must set a ceiling price that the contractor exceeds at
its own risk. Further, the non-Federal entity awarding such a contract must assert a high
degree of oversight in order to obtain reasonable assurance that the contractor is using
efficient methods and effective cost controls.

02-2016
(k) The non-Federal entity alone must be responsible, in accordance with good administrative
practice and sound business judgment, for the settlement of all contractual and administrative
issues arising out of procurements. These issues include, but are not limited to, source
evaluation, protests, disputes, and claims. These standards do not relieve the non-Federal entity
of any contractual responsibilities under its contracts. The Federal awarding agency will not
substitute its judgment for that of the non-Federal entity unless the matter is primarily a Federal
concern. Violations of law will be referred to the local, state, or Federal authority having proper
jurisdiction.
§200.319 Competition.
(a) All procurement transactions must be conducted in a manner providing full and open
competition consistent with the standards of this section. In order to ensure objective contractor
performance and eliminate unfair competitive advantage, contractors that develop or draft
specifications, requirements, statements of work, or invitations for bids or requests for proposals
must be excluded from competing for such procurements. Some of the situations considered to
be restrictive of competition include but are not limited to:
(1) Placing unreasonable requirements on firms in order for them to qualify to do

business;
(2) Requiring unnecessary experience and excessive bonding;
(3) Noncompetitive pricing practices between firms or between affiliated companies;
(4) Noncompetitive contracts to consultants that are on retainer contracts;
(5) Organizational conflicts of interest;
(6) Specifying only a “brand name” product instead of allowing “an equal” product to be
offered and describing the performance or other relevant requirements of the
procurement; and
(7) Any arbitrary action in the procurement process.
(b) The non-Federal entity must conduct procurements in a manner that prohibits the use of
statutorily or administratively imposed state, local, or tribal geographical preferences in the
evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly
mandate or encourage geographic preference. Nothing in this section preempts state licensing
laws. When contracting for architectural and engineering (A/E) services, geographic location
may be a selection criterion provided its application leaves an appropriate number of qualified
firms, given the nature and size of the project, to compete for the contract.
(c) The non-Federal entity must have written procedures for procurement transactions. These
procedures must ensure that all solicitations:

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(1) Incorporate a clear and accurate description of the technical requirements for the
material, product, or service to be procured. Such description must not, in competitive
procurements, contain features which unduly restrict competition. The description may
include a statement of the qualitative nature of the material, product or service to be
procured and, when necessary, must set forth those minimum essential characteristics and
standards to which it must conform if it is to satisfy its intended use. Detailed product
specifications should be avoided if at all possible. When it is impractical or uneconomical
to make a clear and accurate description of the technical requirements, a “brand name or
equivalent” description may be used as a means to define the performance or other salient
requirements of procurement. The specific features of the named brand which must be
met by offers must be clearly stated; and
(2) Identify all requirements which the offerors must fulfill and all other factors to be
used in evaluating bids or proposals.
(d) The non-Federal entity must ensure that all prequalified lists of persons, firms, or products
which are used in acquiring goods and services are current and include enough qualified sources
to ensure maximum open and free competition. Also, the non-Federal entity must not preclude
potential bidders from qualifying during the solicitation period.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014]
§200.320 Methods of procurement to be followed.
The non-Federal entity must use one of the following methods of procurement.
(a) Procurement by micro-purchases. Procurement by micro-purchase is the acquisition of

supplies or services, the aggregate dollar amount of which does not exceed the micro-purchase
threshold (§200.67 Micro-purchase). To the extent practicable, the non-Federal entity must
distribute micro-purchases equitably among qualified suppliers. Micro-purchases may be
awarded without soliciting competitive quotations if the non-Federal entity considers the price to
be reasonable.
(b) Procurement by small purchase procedures. Small purchase procedures are those relatively
simple and informal procurement methods for securing services, supplies, or other property that
do not cost more than the Simplified Acquisition Threshold. If small purchase procedures are
used, price or rate quotations must be obtained from an adequate number of qualified sources.

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(c) Procurement by sealed bids (formal advertising). Bids are publicly solicited and a firm fixed
price contract (lump sum or unit price) is awarded to the responsible bidder whose bid,
conforming with all the material terms and conditions of the invitation for bids, is the lowest in
price. The sealed bid method is the preferred method for procuring construction, if the conditions
in paragraph (c)(1) of this section apply.
(1) In order for sealed bidding to be feasible, the following conditions should be present:
(i) A complete, adequate, and realistic specification or purchase description is

available;
(ii) Two or more responsible bidders are willing and able to compete effectively
for the business; and
(iii) The procurement lends itself to a firm fixed price contract and the selection of
the successful bidder can be made principally on the basis of price.
(2) If sealed bids are used, the following requirements apply:
(i) Bids must be solicited from an adequate number of known suppliers, providing
them sufficient response time prior to the date set for opening the bids, for state,
local, and tribal governments, the invitation for bids must be publically
advertised;
(ii) The invitation for bids, which will include any specifications and pertinent
attachments, must define the items or services in order for the bidder to properly
respond;
(iii) All bids will be opened at the time and place prescribed in the invitation for
bids, and for local and tribal governments, the bids must be opened publicly;
(iv) A firm fixed price contract award will be made in writing to the lowest
responsive and responsible bidder. Where specified in bidding documents, factors
such as discounts, transportation cost, and life cycle costs must be considered in
determining which bid is lowest. Payment discounts will only be used to
determine the low bid when prior experience indicates that such discounts are
usually taken advantage of; and
(v) Any or all bids may be rejected if there is a sound documented reason.

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(d) Procurement by competitive proposals. The technique of competitive proposals is normally

conducted with more than one source submitting an offer, and either a fixed price or cost-
reimbursement type contract is awarded. It is generally used when conditions are not appropriate
for the use of sealed bids. If this method is used, the following requirements apply:
(1) Requests for proposals must be publicized and identify all evaluation factors and their
relative importance. Any response to publicized requests for proposals must be
considered to the maximum extent practical;
(2) Proposals must be solicited from an adequate number of qualified sources;
(3) The non-Federal entity must have a written method for conducting technical
evaluations of the proposals received and for selecting recipients;
(4) Contracts must be awarded to the responsible firm whose proposal is most
advantageous to the program, with price and other factors considered; and
(5) The non-Federal entity may use competitive proposal procedures for qualifications-
based procurement of architectural/engineering (A/E) professional services whereby
competitors' qualifications are evaluated and the most qualified competitor is selected,
subject to negotiation of fair and reasonable compensation. The method, where price is
not used as a selection factor, can only be used in procurement of A/E professional
services. It cannot be used to purchase other types of services though A/E firms are a
potential source to perform the proposed effort.
(e) [Reserved]
(f) Procurement by noncompetitive proposals. Procurement by noncompetitive proposals is

procurement through solicitation of a proposal from only one source and may be used only when
one or more of the following circumstances apply:
(1) The item is available only from a single source;
(2) The public exigency or emergency for the requirement will not permit a delay
resulting from competitive solicitation;
(3) The Federal awarding agency or pass-through entity expressly authorizes

noncompetitive proposals in response to a written request from the non-Federal entity; or
(4) After solicitation of a number of sources, competition is determined inadequate.

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§200.321 Contracting with small and minority businesses, women's business enterprises,
and labor surplus area firms.
(a) The non-Federal entity must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(b) Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources;
(3) Dividing total requirements, when economically feasible, into smaller tasks or
quantities to permit maximum participation by small and minority businesses, and
women's business enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the
Department of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative
steps listed in paragraphs (1) through (5) of this section.
§200.322 Procurement of recovered materials.
A non-Federal entity that is a state agency or agency of a political subdivision of a state and its
contractors must comply 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.

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§200.323 Contract cost and price.
(a) The non-Federal entity must perform a cost or price analysis in connection with every
procurement action in excess of the Simplified Acquisition Threshold including contract
modifications. The method and degree of analysis is dependent on the facts surrounding the
particular procurement situation, but as a starting point, the non-Federal entity must make
independent estimates before receiving bids or proposals.
(b) The non-Federal entity must negotiate profit as a separate element of the price for each
contract in which there is no price competition and in all cases where cost analysis is performed.
To establish a fair and reasonable profit, consideration must be given to the complexity of the
work to be performed, the risk borne by the contractor, the contractor's investment, the amount
of subcontracting, the quality of its record of past performance, and industry profit rates in the
surrounding geographical area for similar work.
(c) Costs or prices based on estimated costs for contracts under the Federal award are allowable
only to the extent that costs incurred or cost estimates included in negotiated prices would be
allowable for the non-Federal entity under Subpart E—Cost Principles of this part. The non-
Federal entity may reference its own cost principles that comply with the Federal cost principles.
(d) The cost plus a percentage of cost and percentage of construction cost methods of contracting
must not be used.
§200.324 Federal awarding agency or pass-through entity review.
(a) The non-Federal entity must make available, upon request of the Federal awarding agency or
pass-through entity, technical specifications on proposed procurements where the Federal
awarding agency or pass-through entity believes such review is needed to ensure that the item or
service specified is the one being proposed for acquisition. This review generally will take place
prior to the time the specification is incorporated into a solicitation document. However, if the
non-Federal entity desires to have the review accomplished after a solicitation has been
developed, the Federal awarding agency or pass-through entity may still review the
specifications, with such review usually limited to the technical aspects of the proposed
purchase.
(b) The non-Federal entity must make available upon request, for the Federal awarding agency or
pass-through entity pre-procurement review, procurement documents, such as requests for
proposals or invitations for bids, or independent cost estimates, when:
(1) The non-Federal entity's procurement procedures or operation fails to comply with the
procurement standards in this part;
(2) The procurement is expected to exceed the Simplified Acquisition Threshold and is to
be awarded without competition or only one bid or offer is received in response to a
solicitation;

02-2016
(3) The procurement, which is expected to exceed the Simplified Acquisition Threshold,
specifies a “brand name” product;
(4) The proposed contract is more than the Simplified Acquisition Threshold and is to be
awarded to other than the apparent low bidder under a sealed bid procurement; or
(5) A proposed contract modification changes the scope of a contract or increases the
contract amount by more than the Simplified Acquisition Threshold.
(c) The non-Federal entity is exempt from the pre-procurement review in paragraph (b) of this
section if the Federal awarding agency or pass-through entity determines that its procurement
systems comply with the standards of this part.
(1) The non-Federal entity may request that its procurement system be reviewed by the
Federal awarding agency or pass-through entity to determine whether its system meets
these standards in order for its system to be certified. Generally, these reviews must occur
where there is continuous high-dollar funding, and third party contracts are awarded on a
regular basis;
(2) The non-Federal entity may self-certify its procurement system. Such self-
certification must not limit the Federal awarding agency's right to survey the system.
Under a self-certification procedure, the Federal awarding agency may rely on written
assurances from the non-Federal entity that it is complying with these standards. The
non-Federal entity must cite specific policies, procedures, regulations, or standards as
being in compliance with these requirements and have its system available for review.
§200.325 Bonding requirements.
For construction or facility improvement contracts or subcontracts exceeding the Simplified

Acquisition Threshold, the Federal awarding agency or pass-through entity may accept the
bonding policy and requirements of the non-Federal entity provided that the Federal awarding
agency or pass-through entity has made a determination that the Federal interest is adequately
protected. If such a determination has not been made, the minimum requirements must be as
follows:
(a) A bid guarantee from each bidder equivalent to five percent of the bid price. The “bid
guarantee” must consist of a firm commitment such as a bid bond, certified check, or other
negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of
the bid, execute such contractual documents as may be required within the time specified.
(b) 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.

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(c) 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
law of all persons supplying labor and material in the execution of the work provided for in the
contract.
§200.326 Contract provisions.
The non-Federal entity's contracts must contain the applicable provisions described in Appendix
II to Part 200—Contract Provisions for non-Federal Entity Contracts Under Federal Awards.
4. EQUIPMENT (2 CFR §200.313)
See also §200.439 Equipment and other capital expenditures.
(a) Title. Subject to the obligations and conditions set forth in this section, title to equipment
acquired under a Federal award will vest upon acquisition in the non-Federal entity. Unless a
statute specifically authorizes the Federal agency to vest title in the non-Federal entity without
further obligation to the Federal Government, and the Federal agency elects to do so, the title
must be a conditional title. Title must vest in the non-Federal entity subject to the following
conditions:
(1) Use the equipment for the authorized purposes of the project during the period of
performance, or until the property is no longer needed for the purposes of the project.
(2) Not encumber the property without approval of the Federal awarding agency or pass-
through entity.
(3) Use and dispose of the property in accordance with paragraphs (b), (c) and (e) of this
section.
(b) A state must use, manage and dispose of equipment acquired under a Federal award by the
state in accordance with state laws and procedures. Other non-Federal entities must follow
paragraphs (c) through (e) of this section.
(c) Use.
(1) Equipment must be used by the non-Federal entity in the program or project for which
it was acquired as long as needed, whether or not the project or program continues to be
supported by the Federal award, and the non-Federal entity must not encumber the
property without prior approval of the Federal awarding agency. When no longer needed
for the original program or project, the equipment may be used in other activities
supported by the Federal awarding agency, in the following order of priority:
(i) Activities under a Federal award from the Federal awarding agency which
funded the original program or project, then

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(ii) Activities under Federal awards from other Federal awarding agencies. This
includes consolidated equipment for information technology systems.
(2) During the time that equipment is used on the project or program for which it was
acquired, the non-Federal entity must also make equipment available for use on other
projects or programs currently or previously supported by the Federal Government,
provided that such use will not interfere with the work on the projects or program for
which it was originally acquired. First preference for other use must be given to other
programs or projects supported by Federal awarding agency that financed the equipment
and second preference must be given to programs or projects under Federal awards from
other Federal awarding agencies. Use for non-federally-funded programs or projects is
also permissible. User fees should be considered if appropriate.
(3) Notwithstanding the encouragement in §200.307 Program income to earn program

income, the non-Federal entity must not use equipment acquired with the Federal award
to provide services for a fee that is less than private companies charge for equivalent
services unless specifically authorized by Federal statute for as long as the Federal
Government retains an interest in the equipment.
(4) When acquiring replacement equipment, the non-Federal entity may use the
equipment to be replaced as a trade-in or sell the property and use the proceeds to offset
the cost of the replacement property.
(d) Management requirements. Procedures for managing equipment (including replacement

equipment), whether acquired in whole or in part under a Federal award, until disposition takes
place will, as a minimum, meet the following requirements:
(1) Property records must be maintained that include a description of the property, a
serial number or other identification number, the source of funding for the property
(including the FAIN), who holds title, the acquisition date, and cost of the property,
percentage of Federal participation in the project costs for the Federal award under which
the property was acquired, the location, use and condition of the property, and any
ultimate disposition data including the date of disposal and sale price of the property.
(2) A physical inventory of the property must be taken and the results reconciled with the
property records at least once every two years.
(3) A control system must be developed to ensure adequate safeguards to prevent loss,
damage, or theft of the property. Any loss, damage, or theft must be investigated.
(4) Adequate maintenance procedures must be developed to keep the property in good
condition.
(5) If the non-Federal entity is authorized or required to sell the property, proper sales
procedures must be established to ensure the highest possible return.

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(e) Disposition. When original or replacement equipment acquired under a Federal award is no
longer needed for the original project or program or for other activities currently or previously
supported by a Federal awarding agency, except as otherwise provided in Federal statutes,
regulations, or Federal awarding agency disposition instructions, the non-Federal entity must
request disposition instructions from the Federal awarding agency if required by the terms and
conditions of the Federal award. Disposition of the equipment will be made as follows, in
accordance with Federal awarding agency disposition instructions:
(1) Items of equipment with a current per unit fair market value of $5,000 or less may be
retained, sold or otherwise disposed of with no further obligation to the Federal awarding
agency.
(2) Except as provided in §200.312 Federally-owned and exempt property, paragraph (b),
or if the Federal awarding agency fails to provide requested disposition instructions
within 120 days, items of equipment with a current per-unit fair-market value in excess of
$5,000 may be retained by the non-Federal entity or sold. The Federal awarding agency is
entitled to an amount calculated by multiplying the current market value or proceeds
from sale by the Federal awarding agency's percentage of participation in the cost of the
original purchase. If the equipment is sold, the Federal awarding agency may permit the
non-Federal entity to deduct and retain from the Federal share $500 or ten percent of the
proceeds, whichever is less, for its selling and handling expenses.
(3) The non-Federal entity may transfer title to the property to the Federal Government or
to an eligible third party provided that, in such cases, the non-Federal entity must be
entitled to compensation for its attributable percentage of the current fair market value of
the property.
(4) In cases where a non-Federal entity fails to take appropriate disposition actions, the
Federal awarding agency may direct the non-Federal entity to take disposition actions.

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5. SUPPLIES (2 CFR §200.314)
See also §200.453 Materials and supplies costs, including costs of computing devices.
(a) Title to supplies will vest in the non-Federal entity upon acquisition. If there is a residual
inventory of unused supplies exceeding $5,000 in total aggregate value upon termination or
completion of the project or program and the supplies are not needed for any other Federal
award, the non-Federal entity must retain the supplies for use on other activities or sell them, but
must, in either case, compensate the Federal Government for its share. The amount of
compensation must be computed in the same manner as for equipment. See §200.313 Equipment,
paragraph (e)(2) for the calculation methodology.
(b) As long as the Federal Government retains an interest in the supplies, the non-Federal entity
must not use supplies acquired under a Federal award to provide services to other organizations
for a fee that is less than private companies charge for equivalent services, unless specifically
authorized by Federal statute.
6. INSPECTION
Reclamation has the right to inspect and evaluate the work performed or being performed under
this Agreement, and the premises where the work is being performed, at all reasonable times and
in a manner that will not unduly delay the work. If Reclamation performs inspection or
evaluation on the premises of the Recipient or a sub-Recipient, the Recipient shall furnish and
shall require sub-recipients to furnish all reasonable facilities and assistance for the safe and
convenient performance of these duties.
7. AUDIT REQUIREMENTS (2 CFR Subpart F §200.501)
(a) Audit required. A non-Federal entity that expends $750,000 or more during the non-Federal
entity's fiscal year in Federal awards must have a single or program-specific audit conducted for
that year in accordance with the provisions of this part.
(b) Single audit. A non-Federal entity that expends $750,000 or more during the non-Federal
entity's fiscal year in Federal awards must have a single audit conducted in accordance with
§200.514 Scope of audit except when it elects to have a program-specific audit conducted in
accordance with paragraph (c) of this section.
(c) Program-specific audit election. When an auditee expends Federal awards under only one
Federal program (excluding R&D) and the Federal program's statutes, regulations, or the terms
and conditions of the Federal award do not require a financial statement audit of the auditee, the
auditee may elect to have a program-specific audit conducted in accordance with §200.507
Program-specific audits. A program-specific audit may not be elected for R&D unless all of the
Federal awards expended were received from the same Federal agency, or the same Federal
agency and the same pass-through entity, and that Federal agency, or pass-through entity in the
case of a subrecipient, approves in advance a program-specific audit.

02-2016
(d) Exemption when Federal awards expended are less than $750,000. A non-Federal entity that
expends less than $750,000 during the non-Federal entity's fiscal year in Federal awards is
exempt from Federal audit requirements for that year, except as noted in §200.503 Relation to
other audit requirements, but records must be available for review or audit by appropriate
officials of the Federal agency, pass-through entity, and Government Accountability Office
(GAO).
(e) Federally Funded Research and Development Centers (FFRDC). Management of an auditee
that owns or operates a FFRDC may elect to treat the FFRDC as a separate entity for purposes of
this part.
(f) Subrecipients and Contractors. An auditee may simultaneously be a recipient, a subrecipient,

and a contractor. Federal awards expended as a recipient or a subrecipient are subject to audit
under this part. The payments received for goods or services provided as a contractor are not
Federal awards. Section §200.330 Subrecipient and contractor determinations sets forth the
considerations in determining whether payments constitute a Federal award or a payment for
goods or services provided as a contractor.
(g) Compliance responsibility for contractors. In most cases, the auditee's compliance
responsibility for contractors is only to ensure that the procurement, receipt, and payment for
goods and services comply with Federal statutes, regulations, and the terms and conditions of
Federal awards. Federal award compliance requirements normally do not pass through to
contractors. However, the auditee is responsible for ensuring compliance for procurement
transactions which are structured such that the contractor is responsible for program compliance
or the contractor's records must be reviewed to determine program compliance. Also, when these
procurement transactions relate to a major program, the scope of the audit must include
determining whether these transactions are in compliance with Federal statutes, regulations, and
the terms and conditions of Federal awards.
(h) For-profit subrecipient. Since this part does not apply to for-profit subrecipients, the pass-
through entity is responsible for establishing requirements, as necessary, to ensure compliance by
for-profit subrecipients. The agreement with the for-profit subrecipient must describe applicable
compliance requirements and the for-profit subrecipient's compliance responsibility. Methods to
ensure compliance for Federal awards made to for-profit subrecipients may include pre-award
audits, monitoring during the agreement, and post-award audits. See also §200.331 Requirements
for pass-through entities.

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8. REMEDIES FOR NONCOMPLIANCE (2 CFR §200.338)
§200.338 Remedies for noncompliance.
If a non-Federal entity fails to comply with Federal statutes, regulations or the terms and
conditions of a Federal award, the Federal awarding agency or pass-through entity may impose
additional conditions, as described in §200.207 Specific conditions. If the Federal awarding
agency or pass-through entity determines that noncompliance cannot be remedied by imposing
additional conditions, the Federal awarding agency or pass-through entity may take one or more
of the following actions, as appropriate in the circumstances:
(a) Temporarily withhold cash payments pending correction of the deficiency by the non-Federal
entity or more severe enforcement action by the Federal awarding agency or pass-through entity.
(b) Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of
the cost of the activity or action not in compliance.
(c) Wholly or partly suspend or terminate the Federal award.
(d) Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal
awarding agency regulations (or in the case of a pass-through entity, recommend such a
proceeding be initiated by a Federal awarding agency).
(e) Withhold further Federal awards for the project or program.
(f) Take other remedies that may be legally available.
9. TERMINATION (2 CFR §200.339)
(a) The Federal award may be terminated in whole or in part as follows:
(1) By the Federal awarding agency or pass-through entity, if a non-Federal entity fails to
comply with the terms and conditions of a Federal award;
(2) By the Federal awarding agency or pass-through entity for cause;
(3) By the Federal awarding agency or pass-through entity with the consent of the non-
Federal entity, in which case 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; or
(4) By the non-Federal entity upon sending to the Federal awarding agency or pass-
through entity written notification setting forth the reasons for such termination, the
effective date, and, in the case of partial termination, the portion to be terminated.
However, if the Federal awarding agency or pass-through entity determines in the case of

02-2016
partial termination that the reduced or modified portion of the Federal award or subaward
will not accomplish the purposes for which the Federal award was made, the Federal
awarding agency or pass-through entity may terminate the Federal award in its entirety.
(b) When a Federal award is terminated or partially terminated, both the Federal awarding
agency or pass-through entity and the non-Federal entity remain responsible for compliance with
the requirements in §§200.343 Closeout and 200.344 Post-closeout adjustments and continuing
responsibilities.
10. DEBARMENT AND SUSPENSION (2 CFR §1400)
The Department of the Interior regulations at 2 CFR 1400—Governmentwide Debarment and

Suspension (Nonprocurement), which adopt the common rule for the governmentwide system of
debarment and suspension for nonprocurement activities, are hereby incorporated by reference
and made a part of this Agreement. By entering into this grant or cooperative Agreement with
the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 1400, Subpart C, and
agrees to include a similar term or condition in all lower-tier covered transactions. These
regulations are available at http://www.gpoaccess.gov/ecfr/.
11. DRUG-FREE WORKPLACE (2 CFR §182 and §1401)
The Department of the Interior regulations at 2 CFR 1401—Governmentwide Requirements for

Drug-Free Workplace (Financial Assistance), which adopt the portion of the Drug-Free
Workplace Act of 1988 (41 U.S.C. 701 et seq, as amended) applicable to grants and cooperative
agreements, are hereby incorporated by reference and made a part of this agreement. By
entering into this grant or cooperative agreement with the Bureau of Reclamation, the Recipient
agrees to comply with 2 CFR 182.
12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE
The provisions of the Assurances, SF 424B or SF 424D as applicable, executed by the Recipient
in connection with this Agreement shall apply with full force and effect to this Agreement. All
anti-discrimination and equal opportunity statutes, regulations, and Executive Orders that apply
to the expenditure of funds under Federal contracts, grants, and cooperative Agreements, loans,
and other forms of Federal assistance. The Recipient shall comply with Title VI or the Civil
Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the
Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and any program-specific
statutes with anti-discrimination requirements. The Recipient shall comply with civil rights laws
including, but not limited to, the Fair Housing Act, the Fair Credit Reporting Act, the Americans
with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Equal Educational
Opportunities Act, the Age Discrimination in Employment Act, and the Uniform Relocation Act.
Such Assurances also include, but are not limited to, the promise to comply with all applicable
Federal statutes and orders relating to nondiscrimination in employment, assistance, and housing;
the Hatch Act; Federal wage and hour laws and regulations and work place safety standards;

02-2016
Federal environmental laws and regulations and the Endangered Species Act; and Federal
protection of rivers and waterways and historic and archeological preservation.
13. COVENANT AGAINST CONTINGENT FEES
The Recipient warrants that no person or agency has been employed or retained to solicit or
secure this Agreement upon an Agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or bona fide offices established and
maintained by the Recipient for the purpose of securing Agreements or business. For breach or
violation of this warranty, the Government shall have the right to annul this Agreement without
liability or, in its discretion, to deduct from the Agreement amount, or otherwise recover, the full
amount of such commission, percentage, brokerage, or contingent fee.
14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR §175.15)
Trafficking in persons.
(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 1400.

02-2016
(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 1400.
(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.

02-2016
(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).
15. NEW RESTRICTIONS ON LOBBYING (43 CFR §18)
The Recipient agrees to comply with 43 CFR 18, New Restrictions on Lobbying, including the
following certification:
(a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
Recipient, to any person for influencing or attempting to influence an officer or employee of an
agency, a Member of Congress, and officer or employee of Congress, or an employee of a
Member of Congress in connection with 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.
(b) If any funds other than Federal appropriated 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 this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report
Lobbying” in accordance with its instructions.
(c) The Recipient shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making

02-2016
or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.
16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION

POLICIES ACT OF 1970 (URA) (42 USC § 4601 et seq.)
(a) The Uniform Relocation Assistance Act (URA), 42 U.S.C. § 4601 et seq., as amended,
requires certain assurances for Reclamation funded land acquisition projects conducted by a
Recipient that cause the displacement of persons, businesses, or farm operations. Because
Reclamation funds only support acquisition of property or interests in property from willing
sellers, it is not anticipated that Reclamation funds will result in any “displaced persons,” as
defined under the URA.
(b) However, if Reclamation funds are used for the acquisition of real property that results in
displacement, the URA requires Recipients to ensure that reasonable relocation payments and
other remedies will be provided to any displaced person. Further, when acquiring real
property, Recipients must be guided, to the greatest extent practicable, by the land acquisition
policies in 42 U.S.C. § 4651.
(c) Exemptions to the URA and 49 CFR Part 24
(1) The URA provides for an exemption to the appraisal, review and certification rules
for those land acquisitions classified as “voluntary transactions.” Such “voluntary
transactions” are classified as those that do not involve an exercise of eminent domain
authority on behalf of a Recipient, and must meet the conditions specified at 49 CFR
§ 24.101(b)(1)(i)-(iv).
(2) For any land acquisition undertaken by a Recipient that receives Reclamation funds,
but does not have authority to acquire the real property by eminent domain, to be
exempt from the requirements of 49 CFR Part 24 the Recipient must:
(i) provide written notification to the owner that it will not acquire the property in
the event negotiations fail to result in an amicable agreement, and;
(ii) inform the owner in writing of what it believes to be the market value of the
property
(d) Review of Land Acquisition Appraisals. Reclamation reserves the right to review any land
appraisal whether or not such review is required under the URA or 49 CFR § 24.104. Such
reviews may be conducted by the Department of the Interior’s Appraisal Services Directorate
or a Reclamation authorized designee. When Reclamation determines that a review of the
original appraisal is necessary, Reclamation will notify the Recipient and provide an
estimated completion date of the initial appraisal review.

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17. CENTRAL CONTRACTOR REGISTRATION AND UNIVERSAL IDENTIFIER

REQUIREMENTS (2 CFR 25, APPENDIX A)
The Central Contractor Registration (CCR) has been migrated to the System for Award
Management (SAM). Recipients must continue to comply with the CCR requirements below by
maintaining current registration within www.SAM.gov.
A. Requirement for Central Contractor Registration (CCR)

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 CCR 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.
B. Requirement for Data Universal Numbering System (DUNS) Numbers

If you are authorized to make subawards under this award, you:
1. Must notify potential subrecipients that no entity (see definition in paragraph C of this
award term) may receive a subaward from you unless the entity has provided its DUNS
number to you.
2. May not make a subaward to an entity unless the entity has provided its DUNS number to
you.
C. Definitions
For purposes of this award term:
1. Central Contractor Registration (CCR) 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 CCR Internet site
(currently at http://www.ccr.gov).
2. Data Universal Numbering System (DUNS) number means the nine-digit number
established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business
entities. A DUNS number may be obtained from D&B by telephone (currently 866–705–
5711) or the Internet (currently at http://fedgov.dnb.com/webform).
3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR
part 25, subpart C:
a. A Governmental organization, which is a state, local government, or Indian Tribe;
b. A foreign public entity;
c. A domestic or foreign nonprofit organization;
d. A domestic or foreign for-profit organization; and
e. A Federal agency, but only as a subrecipient under an award or subaward to a non-
Federal entity.

02-2016
4. Subaward:
a. 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.
b. The term does not include your procurement of property and services needed to carry
out the project or program (for further explanation, see Sec. ll.210 of the attachment
to OMB Circular A–133, ‘‘Audits of States, Local Governments, and Non-Profit
Organizations’’).
c. A subaward may be provided through any legal agreement, including an agreement

that you consider a contract.
5. Subrecipient means an entity that:
a. Receives a subaward from you under this award; and

b. Is accountable to you for the use of the Federal funds provided by the subaward.
18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT

SUPPLIED BY THE GOVERNMENT WHILE DRIVING
Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, was
signed by President Barack Obama on October 1, 2009 (ref:
http://edocket.access.gpo.gov/2009/pdf/E9-24203.pdf). This Executive Order introduces a
Federal Government-wide prohibition on the use of text messaging while driving on official
business or while using Government-supplied equipment. Additional guidance enforcing the ban
will be issued at a later date. In the meantime, please adopt and enforce policies that
immediately ban text messaging while driving company-owned or rented vehicles, government-
owned or leased vehicles, or while driving privately owned vehicles when on official
government business or when performing any work for or on behalf of the government.
19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170

APPENDIX A)
I. Reporting Subawards and Executive Compensation.

a. Reporting of first-tier subawards.
1. Applicability. Unless you are exempt as provided in paragraph d. of this award
term, you must report each action that obligates $25,000 or more in Federal funds
that does not include Recovery funds (as defined in section 1512(a)(2) of the
American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a
subaward to an entity (see definitions in paragraph e. of this award term).
2. Where and when to report.
i. You must report each obligating action described in paragraph a.1. of
this award term to http://www.fsrs.gov.

02-2016
ii. 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.)
3. 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.
1. 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—
i. the total Federal funding authorized to date under this award is $25,000
or more;
ii. in the preceding fiscal year, you received—
(A) 80 percent or more of your annual gross revenues from Federal
procurement contracts (and subcontracts) and Federal financial
assistance subject to the Transparency Act, as defined at 2 CFR
170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal
iii. The public does not have access to information about the compensation
of the executives through periodic reports filed under section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d))
or section 6104 of the Internal Revenue Code of 1986. (To determine if
the public has access to the compensation information, see the U.S.
Security and Exchange Commission total compensation filings
at http://www.sec.gov/answers/execomp.htm.)
2. Where and when to report. You must report executive total compensation
described in paragraph b.1. of this award term:
i. As part of your registration profile at http://www.ccr.gov.
ii. 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.
1. 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—
i. in the subrecipient's preceding fiscal year, the subrecipient received—
(A) 80 percent or more of its annual gross revenues from Federal

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(B) $25,000,000 or more in annual gross revenues from Federal

procurement contracts (and subcontracts), and Federal financial
assistance subject to the Transparency Act (and subawards); and
ii. The public does not have access to information about the compensation
of the executives through periodic reports filed under section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d))
or section 6104 of the Internal Revenue Code of 1986. (To determine if
the public has access to the compensation information, see the U.S.
Security and Exchange Commission total compensation filings
at http://www.sec.gov/answers/execomp.htm.)
2. Where and when to report. You must report subrecipient executive total
compensation described in paragraph c.1. of this award term:
i. To the recipient.
ii. 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:
i. Subawards,
and
ii. The total compensation of the five most highly compensated executives
of any subrecipient.
e. Definitions. For purposes of this award term:
1. Entity means all of the following, as defined in 2 CFR part 25:
i. A Governmental organization, which is a State, local government, or
Indian tribe;
ii. A foreign public entity;
iii. A domestic or foreign nonprofit organization;
iv. A domestic or foreign for-profit organization;
v. A Federal agency, but only as a subrecipient under an award or
subaward to a non-Federal entity.
2. Executive means officers, managing partners, or any other employees in
management positions.
3. Subaward:
i. 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.
ii. The term does not include your procurement of property and services
needed to carry out the project or program (for further explanation, see
Sec. __ .210 of the attachment to OMB Circular A-133, “Audits of States,
Local Governments, and Non-Profit Organizations”).

02-2016
iii. A subaward may be provided through any legal agreement, including

an agreement that you or a subrecipient considers a contract.
4. Subrecipient means an entity that:
i. Receives a subaward from you (the recipient) under this award; and
ii. Is accountable to you for the use of the Federal funds provided by the
subaward.
5. Total compensation means the cash and noncash dollar value earned by the
executive during the recipient's or subrecipient's preceding fiscal year and
includes the following (for more information see 17 CFR 229.402(c)(2)):
i. Salary and bonus.
ii. 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.
iii. 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.
iv. Change in pension value. This is the change in present value of defined
benefit and actuarial pension plans.
v. Above-market earnings on deferred compensation which is not tax-
qualified.
vi. 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.
20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)
(a) This award and employees working on this financial assistance agreement will be subject
to the whistleblower rights and remedies in the pilot program on Award Recipient employee
whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense
Authorization Act for Fiscal Year 2013 (Pub.L. 112-239).
(b) The Award Recipient shall inform its employees in writing, in the predominant language
of the workforce, of employee whistleblower rights and protections under 41 U.S.C 4712.
(c) The Award Recipient shall insert the substance of this clause, including this paragraph
(c), in all subawards or subcontracts over the simplified acquisition threshold. 48 CFR § 52.203-
17 (as referenced in 48 CFR § 3.908-9).

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21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2

CFR Part 200)
A. Reporting of Matters Related to Recipient Integrity and Performance
1. General Reporting Requirement
If the total value of your currently active grants, cooperative agreements, and procurement
contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during
the period of performance of this Federal award, then you as the recipient during that period of
time must maintain the currency of information reported to the System for Award Management
(SAM) that is made available in the designated integrity and performance system (currently the
Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal,
or administrative proceedings described in paragraph 2 of this award term and condition. This is
a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313).
As required by section 3010 of Public Law 111-212, all information posted in the designated
integrity and performance system on or after April 15, 2011, except past performance reviews
required for Federal procurement contracts, will be publicly available.
2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement, or

procurement contract from the Federal Government;
b. Reached its final disposition during the most recent five year period; and
c. Is one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5

of this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment
of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or
more;
(3) An administrative proceeding, as defined in paragraph 5. of this award term

and condition, that resulted in a finding of fault and liability and your payment of
either a monetary fine or penalty of $5,000 or more or reimbursement, restitution,
or damages in excess of $100,000; or

02-2016
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 2.c.(1), (2), or

(3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with

an acknowledgment of fault on your part; and
(iii) The requirement in this award term and condition to disclose

information about the proceeding does not conflict with applicable laws
and regulations.
3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each
proceeding described in paragraph 2 of this award term and condition. You do not need to submit
the information a second time under assistance awards that you received if you already provided
the information through SAM because you were required to do so under Federal procurement
contracts that you were awarded.
4. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph 1 of this award
term and condition, you must report proceedings information through SAM for the most recent
five year period, either to report new information about any proceeding(s) that you have not
reported previously or affirm that there is no new information to report. Recipients that have
Federal contract, grant, and cooperative agreement awards with a cumulative total value greater
than $10,000,000 must disclose semiannually any information about the criminal, civil, and
administrative proceedings.
5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature

in order to make a determination of fault or liability (e.g., Securities and Exchange
Commission Administrative proceedings, Civilian Board of Contract Appeals
proceedings, and Armed Services Board of Contract Appeals proceedings). This includes
proceedings at the Federal and State level but only in connection with performance of a
Federal contract or grant. It does not include audits, site visits, corrective plans, or
inspection of deliverables.
b. Conviction, for purposes of this award term and condition, means a judgment or
conviction of a criminal offense by any court of competent jurisdiction, whether entered

02-2016
upon a verdict or a plea, and includes a conviction entered upon a plea of nolo
contendere.
c. Total value of currently active grants, cooperative agreements, and procurement

contracts includes—
(1) Only the Federal share of the funding under any Federal award with a
recipient cost share or match; and
(2) The value of all expected funding increments under a Federal award and
options, even if not yet exercised.

Consultant Agreement
CONSULTANT AGREEMENT
As of [DATE], Las Virgenes Municipal Water District, hereinafter called “Agency,”

and [CONSULTANT NAME], hereinafter called “Consultant,” agree as follows:
1. Purpose.
Under this Agreement, Consultant shall provide [DESCRIPTION OF WORK AND
FOR WHAT PROJECT].
2. Services.
The Consultant shall, in good workmanlike and professional manner, furnish the
services as set forth in Exhibit “A” of this Agreement.
3. Consideration.
(a) The Agency shall compensate Consultant on a time-and-material
basis, contingent on satisfactory performance of the work. The aggregate payments
under this Agreement shall not exceed $_________, as more fully described on Exhibit
“A.”
(b) The Consultant shall complete and submit invoices showing the
dates of work, description of work performed, and amount of the invoice together with
any supporting documentation. The Agency shall pay the Consultant within thirty (30)
days of the receipt of an invoice.
4. Term.
(a) This Agreement shall commence on the date above written, and
shall continue until completion of the services described above. The Agency may
terminate or cancel this Agreement without liability to the Agency, if Consultant fails to
perform or commits a substantial breach of the terms hereof.
(b) Either party may terminate this agreement on thirty (30) days
written notice for any reason. If this contract is terminated by Agency without cause,
Agency shall pay Consultant for work performed prior to the date the notice of
termination is received by contractor. If the contract is terminated by Consultant
without cause, Consultant shall reimburse Agency for additional costs to be incurred by
Agency in obtaining the work from another consultant.
5. Ownership of Data, Reports, and Documents.

The Consultant shall deliver to Agency on demand or completion of the project,
notes of surveys made, reports of tests made, studies, reports, plans, and other
materials and documents which shall be the property of the Agency. If the Agency uses
any of the data, reports, and documents furnished or prepared by the Consultant for
projects other than the project shown on Exhibit “A,” the Consultant shall be released
from responsibility to third parties concerning the use of the data, reports, and
documents. The Consultant may retain copies of the materials. The Agency may use
or reuse the materials prepared by Consultant without additional compensation to
Consultant.
LV PSA-Revised January 2017 Page 1 of 5

6. Subcontracts and Assignments.
The Consultant shall not subcontract or assign responsibility for performance of
any portion of this Agreement without the prior written consent of the Agency. Except
as otherwise specifically approved by Agency, Consultant shall include appropriate
provisions of this Agreement in subcontracts so rights conferred to Agency by this
Agreement shall not be affected or diminished by subcontract. There shall be no
contractual relationship intended, implied, or created between Agency and any
subcontractor with respect to services under this Agreement.
Neither party hereto shall assign, sublet, or transfer interests hereunder without
first obtaining written consent from the other party.
7. Independent Contractor.
The Consultant is an independent contractor and not an employee of Agency.
Except as Agency may specify in writing, Consultant shall have no authority, expressed
or implied, to act on behalf of Agency in any capacity whatsoever as an agent.
Consultant shall have no authority, expressed or implied, pursuant to this Agreement to
bind Agency to any obligation whatsoever.
8. Licensing. Consultant represents and declares to Agency that it has all

licenses, permits, qualifications, and approvals of whatever nature that is legally
required to practice its profession. Consultant represents and warrants to Agency that
Consultant shall, at its sole cost and expense, keep in effect at all times during the term
of this Agreement, any license, permit, or approval, which is legally required for
Consultant to practice its profession.
9. Indemnification.
Consultant shall defend, indemnify, and hold harmless Agency, its officers,
employees and agents, from and against loss, injury, liability, or damages arising from
any act or omission to act, including any negligent act or omission to act by Consultant
or Consultant’s officers, employees, or agents in rendering services under this
Agreement. Consultant’s duty to indemnify and defend does not extend to the
damages or liability caused by the agency’s sole negligence, active negligence, or willful
misconduct.
10. Compliance with Applicable Law.

(a) Consultant agrees to comply with all federal, state, county, and
local laws, ordinances, and regulations applicable to the work under this Agreement.
(b) Consultant shall pay prevailing wages to the extent required by law,
including Labor Code Section 1720.
(1) A determination of the general prevailing rates of per diem
wages and holiday and overtime work where the work is to be performed is on file at
the Agency’s offices. Should the prevailing wage rules apply to any of the work
described in Exhibit A, Consultant shall post one copy of the prevailing rates of wages
at the job site, and Consultant shall forfeit, as penalty to the Agency, a sum of not more
than $200.00 for each calendar day, or portion thereof, for each worker paid less than

the prevailing rates. This penalty shall be in addition to any shortfall in wages paid.
11. Insurance.
(a) Consultant shall procure and maintain, for the duration of this
Agreement, insurance against claims for injuries to persons or damages to property
arising from, or in connection with, the performance of the work hereunder by the
Consultant, officers, agents, employees, or volunteers.
(b) Consultant shall provide the following coverages:
(1) Commercial general liability insurance written on an
occurrence basis, in the amount of $1,000,000 combined single limit per occurrence for
bodily injury, personal injury, and property damage. The insurance policy shall be
amended to provide that the general aggregate limit applies separately to the work
under this Agreement, or the general aggregate limit shall be twice the required per
occurrence limit.
(2) Business automobile liability insurance shall be provided for
all owned, non-owned, and hired automobiles, in the amount of $1,000,000 combined
single limit per accident for bodily injury and property damage.
(3) Workers’ Compensation insurance as required by the Labor
Code of the State of California with the statutory limits required by the Labor Code and
Employers Liability for $1,000,000 per accident for bodily injury or disease. Consultant
and subcontractors shall cover or insure their employees working on or about the site,
regardless of whether such coverage or insurance is mandatory or merely elective
under the law.
(4) Professional liability insurance covering loss resulting from
errors or omissions of Consultant with a liability limit of at least $1,000,000 per
occurrence.
(c) The insurance policies required above shall contain or be endorsed
to contain all of the following specific provisions:
(1) Commercial general liability and automobile liability:
(i) Agency and its Board members, officers, employees,
agents and volunteers shall be added as additional insureds.
(ii) Consultant’s insurance shall be primary insurance as
respects the Agency, its Board members, officers, employees, agents, and volunteers
and any insurance or self-insurance maintained by Agency shall be in excess of
Consultant’s insurance and shall not contribute to it.
(iii) Any failure to comply with the claim reporting
provisions of the policies or any breach of a policy warranty shall not affect coverage
under the policy provided to Agency, its Board members, officers, employees, agents
and volunteers.
(iv) The policies shall contain a waiver of transfer rights of
recovery (“waiver of subrogation”) against Agency, its Board members, officers,
employees, agents, and volunteers, for any claims arising out of the work of Consultant.
(v) The policies may provide coverage that contains
deductible or self-insured retentions. Such deductible and/or self-insured retentions
shall not be applicable with respect to the coverage provided to Agency under such
policies. Consultant shall be solely responsible for deductible and/or self-insured

retention and Agency, at its option, may require Consultant to secure the payment of
such deductible or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit. The insurance policies that contain deductibles or self-
insured retentions in excess of $25,000 per occurrence shall not be acceptable without
the prior approval of Agency.
(vi) Prior to start of work under this Agreement,
Consultant shall file with Agency evidence of insurance as required above from an
insurer or insurers certifying to the required coverage. The coverage shall be evidenced
on a certificate of insurance signed by an authorized representative of the insurer(s).
Should the required coverage be furnished under more than one policy of insurance,
Consultant may submit as many certificates of insurance as needed to provide the
required amounts.
(2) Each policy required by this section shall contain a policy
cancellation clause that provides the policy shall not be cancelled or otherwise
terminated by the insurer or the Consultant, or reduced in coverage or in limits, except
after thirty (30) days written notice by certified mail, return receipt requested, has been
given to the Agency, Attention: Director of Finance & Administration.
(d) Insurance required by this Agreement shall be placed with insurers
licensed by the State of California to transact insurance business of the types required
herein. Each insurer shall have a current Best Insurance Guide rating of not less than
A: VII unless prior approval is secured from the Agency as to the use of such insurer.
(e) Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements stated
herein. Consultant shall maintain evidence of compliance with the insurance
requirements by the subcontractors at the job site and make them available for review
by Agency.
12. Notices.
Notices shall be deemed received when deposited in the U. S. Mail with postage
prepaid and registered or certified addressed as follows, unless advising in writing to
the contrary:
Las Virgenes Municipal Water District [CONSULTANT]

ATTN: General Manager ATTN: THEIR PM
4232 Las Virgenes Road MAILING ADDRESS
Calabasas, CA 91302 CITY, STATE ZIP
13. Invalidity of Part Shall Not Invalidate the Whole.

The invalidity or partial invalidity of any portion of this Agreement will not affect
the validity of any other provision. In the event that any provision of this Agreement is
held to be invalid, the remaining provisions shall be deemed to be in full force and
effect as if they had been executed by both Parties subsequent to the expungement or
judicial modification of the invalid provision.

14. Attorneys’ Fees.
If an action at law or in equity is brought to enforce any provision of this
Agreement, the prevailing party shall be entitled, in addition to such other relief as may
be granted to an award in the same or a subsequent proceeding, to reasonable
attorneys’ fees and costs.
15. Integration.
This Agreement represents the entire understanding of Agency and Consultant
as to those matters contained herein. No prior oral or written understanding shall be of
any force or effect with respect to those matters covered hereunder. This Agreement
may not be modified or altered, except in writing, signed by both parties.
16. Arbitration and Waiver of Jury Trial.

Consultant and Agency further agree as follows: In the event any dispute shall
arise between the Parties to this Agreement, the same shall be resolved by arbitration
conducted by the American Arbitration Association in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, as then in effect. Such
arbitration shall be conducted at a location within Los Angeles County, California
agreeable to both Parties before three (3) arbitrators who shall be selected by mutual
agreement of the Parties; if agreement is not reached on the selection of arbitrators
within fifteen (15) days, then each of the Parties shall select an arbitrator and the two
(2) arbitrators so selected shall select a third. The provisions of the Commercial
Arbitration Rules of the American Arbitration Association shall apply and govern such
arbitration except that the prevailing party shall be entitled to recover from the other
party its attorney’s fees and costs actually incurred in such amount as may be
determined by the arbitrators.
17. Governing Law.

This Agreement shall be interpreted and construed under, and the rights of the
parties will be governed by, the laws of the State of California.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be

executed the date first above written.
APPROVED: APPROVED:
Las Virgenes Municipal Water District [Consultant]
By: By:
Name: Name:
Its: Its:

EXHIBIT “A”
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Pure Water Project Feasibility Study Request For Proposals

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Pure Water Project Feasibility Study

Request for Proposals

Title XVI Feasibility Study

PROPOSALS DUE by 3:00 p.m., September 11, 2017

LAS VIRGENES – TRIUNFO JOINT POWERS

II. SCOPE OF WORK

1 The Basis of Design Report is available at http://www.lvmwd.com/home/showdocument?id=7909

III. SERVICES OR DATA PROVIDED BY DISTRICT

IV. MINIMUM CONSULTANT QUALIFICATIONS

VI. EVALUATION CRITERIA

Proposals will be evaluated based upon the following:

1) A comprehensive and understandable Scope of Work.

VII. REQUEST FOR PROPOSAL SCHEDULE

Request for Proposals August, 2017

Attn: David R. Lippman, P.E.

Bureau of Reclamation Las Virgenes Municipal Water District

Katherine Calagua David Lippman

11A. PROGRAM STATUTORY AUTHORITY 11B. CFDA Number

BY: ________________________________________________________________________________ BY: ______________________________________________________________________________

DATE: _____________________________________________________________________________ DATE: ____________________________________________________________________________

David Peterson Diana Blake

THI PAGE INTENTIONALLY LEFT BLANK

Agreement No. R17AC00096 2

I. OVERVIEW AND SCHEDULE ............................................................................................... 4

Agreement No. R17AC00096 3

I. OVERVIEW AND SCHEDULE

SEC. 1604. FEASIBILITY STUDIES

(c) Matters to be considered - In addition to the requirements of other Federal laws,

Agreement No. R17AC00096 4

2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION

3. BACKGROUND AND OBJECTIVES

Agreement No. R17AC00096 5

4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY

5. SCOPE OF WORK AND MILESTONES

Task 1 – Award consultant contract for modeling Las Virgenes Reservoir.

Task 3 – Award consultant contract for Feasibility Study.

Task 4 – Review draft modeling report.

Task 5 – Review draft feasibility study.

Task 6 – Complete modeling study and incorporate into feasibility study.

Task 7 – Complete Independent Advisory Panel Report.

Task 8 – Complete feasibility study.

Agreement No. R17AC00096 6

Task 3 – Award consultant contract for Feasibility Study September 2017

6. RESPONSIBILITY OF THE PARTIES

6.1 Recipient Responsibilities

6.2 Reclamation Responsibilities

6.2.2 Substantial involvement by Reclamation is anticipated during the performance of activities

Agreement No. R17AC00096 7

TOTAL ESTIMATED PROJECT COST $479,678

FUNDING SOURCES % TOTAL PROJECT COST TOTAL COST BY SOURCE

RECIPIENT FUNDING 69% $329,678

OTHER NON-FEDERAL FUNDING

RECLAMATION FUNDING 31% $150,00

OTHER FEDERAL FUNDING -

TOTALS 100% $479,678

Agreement No. R17AC00096 8

7.2 Cost Sharing Requirement

7.3 Pre-Award Incurrence of Costs

7.4 Allowable Costs (2 CFR Subpart E §200.400 through §200.475)

BY: __ BY:

DATE: _ DATE: