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Cooperative Agreement
H0000-10-0000
between the
U.S. Department of the Interior, National Park Service
and the
Cooperator
ARTICLE I – BACKGROUND AND OBJECTIVES
This Cooperative Agreement is entered into by and between the Cooperator, (Abbreviated Name), a non-profit 501(c)(3) public benefit corporation in good standing in State, and the U.S. Department of the Interior, National Park Service (NPS).
Under the Challenge Cost Share Program (CCSP), the NPS works through its regions with communities, volunteer groups, historic property owners, universities and others to carry out projects important to the NPS mission; and
The Park or Resource’s mission is (fill in mission here); and
The Cooperator’s mission is (fill in mission here); and
Insert one or two sentences about the background leading up to this project and the expected benefits to be achieved, and
The NPS and the Cooperator desire to build up their desired expertise and resources by establishing a formal partnership to collaborate in “Name of Project” and therefore, in consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto:
ARTICLE II - AUTHORITY
16 USC § 1g authorizes the NPS to enter into cooperative agreements that involve the transfer of NPS-appropriated funds to State, local and tribal governments, other public entities, educational institutions, and private nonprofit organizations for the public purpose of carrying out NPS programs.
Public Law 104-333 (16 USC § 1f) Authorizes the NPS to enter into agreements with cooperators for the purpose of sharing costs or services in carrying out authorized functions and responsibilities of the Secretary with respect to any unit or program of the national park system, any affiliated area, or any designated national scenic or historic trail.
ARTICLE III – STATEMENT OF WORK
A. NPS agrees to [Where yellow, add or replace with specific activities when appropriate]:
1. Provide funding in the amount of $00,000 in accordance with the provisions of the Challenge Cost Share Program and the CCSP Application, Attachment 1.
2. Assist in the development of the “Living History” educational project design and a new CD interactive program by providing guidance with developing the scope of work and by providing editorial suggestions during the design and execution of the project.
3. Develop complementary programs, publications, and/or website information with assistance from the Cooperator to promote the understanding, appreciation, and preservation of the Park or Resource.
4. Approve of public information materials prepared by the Cooperator to increase public awareness of the “Living History” educational project.
5. Ensure that all work complies with NPS standards, policies and guidelines.
B. The Cooperator agrees to [Where yellow, add or replace with specific activities when appropriate]:
1. Expend at least $00,000 in matching funds or in-kind contributions on this project to satisfy the matching requirement proposed in the CCSP Application, Attachment 1.
2. Research and collect information and images pertinent to the African American history of Name and Location of Park or Resource.
3. Produce an interactive CD pertaining to the history of the Park or Resource, with a focus on its African-American heritage.
4. Incorporate the new interactive program onto the Cooperator’s website.
5. Provide reports and facilitate NPS review of product design and content.
C. NPS and the Cooperator agree to:
1. Communicate regularly to review the progress of the Name of Project and address issues of mutual concern.
2. Jointly develop and implement strategies and work plans for achieving the purposes of this Cooperative Agreement.
3. Coordinate all Name of Project programs, projects, and activities throughout the term of this Cooperative Agreement.
4. Continue to work together in the development and implementation of Name of Project . Develop and conduct joint presentations, media outreach, and other activities to increase public recognition and understanding of the Park or Resource
5. [Insert one or two other activities if appropriate]
ARTICLE IV – TERM OF COOPERATIVE AGREEMENT
This Cooperative Agreement will become effective upon signature of both parties and extend through Month Day, Year, unless terminated earlier in accordance with Article XI. [Note: the expiration date must be consistent with the project expiration date in the Application.]
The Cooperator shall make every effort to comply with the project duration proposed in the Challenge Cost Share Program Application. The Cooperator will promptly notify the NPS Cooperative Agreements Technical Representative (ATR) of any slippage from a schedule that will deviate from the proposed term. Any extension must be thoroughly documented and approved by the contracting officer.
ARTICLE V – KEY OFFICIALS AND KEY PERSONNEL
A. Key Officials -
The Key Officials specified below are considered to be essential to ensure maximum coordination and communication between the parties and the work being performed hereunder. Either party, on written notice to the other party, may replace or designate another person or persons to act in his/her place for point of contact positions that do not require specific designation.
The NPS ATR will be designated in writing by the NPS Contracting Officer. Authorities and limitations of authority will be explained in the designation letter.
Key Officials for the National Park Service:
Cooperative Agreements Technical Representative
Name, Title
Park or Resource
Address
City, State, Zip
(000) 000-0000 (phone)
(000) 000-0000 (fax)
Email address
Contracting Officer
Marilyn Colot
National Park Service
Northeast Region
200 Chestnut Street, 3rd floor
Philadelphia, PA 19106
(215) 597-7143 (phone)
(215) 597-1085 (fax)
Key Officials for the Cooperator:
B. Key Personnel
Key Personnel are identified and proposed by the Cooperator prior to award. The success of the project is linked to the abilities of these individuals. Change of Key Personnel requests initiated by the Cooperator must be made in writing to the NPS Contracting Officer in advance of the proposed change. The request shall include a justification in sufficient detail to permit evaluation of the impact of such a change on the performance of the scope of work. Change in Key Personnel requests must be recommended by the NPS ATR and approved by the NPS Contracting Officer by written modification of the Cooperative Agreement.
Key Personnel for the Cooperator:
Name, Title
Organization
Address
City, State, Zip
(000) 000-0000 (phone)
(000) 000-0000 (fax)
Email address
C. Communications - The Cooperator will address any communication regarding this Cooperative Agreement to the NPS ATR with a copy to the NPS Contracting Officer. Communications that relate solely to routine operational matters described in the current work plan may be sent only to the NPS ATR.
ARTICLE VI – AWARD AND PAYMENT
A. The NPS has approved this project according to the CCSP proposal entitled, “______,” included as Attachment A. In addition to the proposal, the following documents have been submitted by the Cooperator prior to award:
1. SF-424, Request for Federal Financial Assistance
2. SF-424A, Budget Information, Non-construction Programs
3. SF-424B, Assurances, Non-construction Programs
Budget Information from the Application is summarized later in this Article.
B. The following funds are obligated against this Cooperative Agreement:
Amount $00,000 Account Number XXXX-10XX-SCF
C. Payment will be made no more frequently than monthly and will be paid by electronic funds transfer directly into Cooperator’s account located at the financial institution as designated in the Central Contractor Register. The preferred payment frequency is quarterly.
D. The Cooperator must submit Standard Form 270 (SF-270), “Request for Advance or Reimbursement,” for payment in signed original to the NPS Contracting Officer with a copy to the NPS ATR and the CCSP Coordinator.
Each SF-270 furnished will be addressed to:
Contracting Officer
National Park Service
Northeast Region
200 Chestnut Street, 3rd floor
Philadelphia, PA 19106
E. The Cooperator will submit a breakdown sheet showing expended costs in each budgetary item, including the expenditure of the Cooperator “match” to the CCSP funds. This documentation will assist the NPS Contracting Officer and NPS ATR in evaluating the request. All contributions identified as part of the Cooperator’s match must meet all of the following criteria:
1. Must be verifiable from Cooperator’s records.
2. Must not be included as contributions for any other federally-assisted project or program.
3. Are necessary and reasonable for proper and efficient accomplishment of project or program objectives.
4. Are allowable under OMB cost principals.
5. Are not paid by the Federal Government under another award, except where authorized by federal statute to be used for cost sharing or matching.
6. Are provided for in the approved budget.
F. Unless arranged prior to the award of the Cooperative Agreement, requests for advance payment will not be considered. [Note: Advance Payment will require an alternate payment clause: if advance payments are to be included in this Cooperative Agreement, please contact the Contracting Office for appropriate language to insert here.]
G. Nothing contained in this Cooperative Agreement will be construed as binding the NPS to expend in any one fiscal year any sum in excess of the appropriation made by Congress for purposes of this Cooperative Agreement in that fiscal year.
H. The Budget Summary for this Cooperative Agreement is as follows: [This budget table should reflect the table in the CCSP application.]
BUDGET SUMMARYEnter category totals here
Category / NPS CCSP Funds / Match/Cost Share / Total
1. Personnel / $ 4,800 / $ 7,700 / $ 12,500
2. Fringe Benefits / $ / $ / $ 0
3. Consultant Fees / $ 10,200 / $ 3,800 / $ 14,000
4. Travel and Per Diem / $ / $ / $ 0
5. Supplies and Materials / $ 500 / $1000 / $ 1,500
6. Equipment / $ / $ / $ 0
7. Construction/ Conservation Materials / $ / $ / $ 0
8. Other / $ / $ 6,000 / $ 6,000
TOTAL PROJECT COSTS / $ 15,500 / $ 18,500 / $ 34,000
Note: Breakdowns for lump sum items have been submitted and are retained in the Cooperative Agreement file.
ARTICLE VII – PRIOR APPROVAL
The Cooperator shall obtain prior approval for budget and program revisions, in accordance with OMB circular A-110 as codified by 43 CFR §12.925.
ARTICLE VIII – LIABILITY
The Cooperator shall be fully responsible for the acts and omissions of its representatives, employees, contractors, and subcontractors connected with the performance of this Cooperative Agreement. The Cooperator, in furtherance of this Cooperative Agreement, agrees:
A. To indemnify, save and hold harmless, and defend the United States against all fines, claims, damages, losses, judgments, and expenses arising out of, or from, any act or omission of the Cooperator, its employees or agents arising out of or in any way connected to activities authorized pursuant to the Cooperative Agreement. This obligation shall survive the termination of this Cooperative Agreement.
B. To purchase and maintain throughout the term of this Cooperative Agreement public and employee’s liability insurance at its own expense from a responsible company or companies with a minimum limitation of One Million Dollars ($1,000,000) per person for any one claim, and an aggregate limitation of Three Million Dollars ($3,000,000) for any number of claims arising from any one incident. The policies shall name the United States as an additional insured, shall specify that the insured shall have no right of subrogation against the United States for payments of any premiums or deductibles due there under, and shall specify that the insurance shall be assumed by, be for the account of, and be at the insured’s sole risk. Prior to beginning the work authorized herein, the Cooperator shall provide the NPS with confirmation of such insurance coverage.
C. To pay the United States the full value for all damage to the lands or other property of the United States caused by the Cooperator, its officers, employees, or representatives.
D. To provide workers’ compensation protection to the Cooperator’s officers, employees, and representatives.
E. To cooperate with the NPS in the investigation and defense of any claims that may be filed with the NPS arising out of the activities of the Cooperator, its agents, and employees.
ARTICLE IX – REPORTS AND/OR DELIVERABLES
A. Specific projects or activities for which funds are provided shall be tracked and reported by submittal of Standard Form 425.
The Cooperator is required to complete and submit a signed SF-425 on an annual basis, due within 90 days of report ending period dates of 12/31. A final SF-425 is due from the Cooperator within 90 days of completion of the Cooperative Agreement requirements.
B. The Secretary of the Interior and Comptroller General of the United States, or their duly authorized representatives, shall have access for the purpose of financial or programmatic review and examination to any books, documents, papers, and records that are pertinent to the Cooperative Agreement at all reasonable times during the period of retention in accordance with 43 CFR Part 12, Subpart F.
C. [Define deliverables specific to the Cooperative Agreement]
ARTICLE X – PROPERTY UTILIZATION AND DISPOSITION
A. The Cooperator will utilize, manage and dispose of property funded by this Cooperative Agreement as specified in OMB Circular a-110 and 43 CFR Sec. 12.9354 and 12.935. The specific method for disposition of the Cooperator acquired equipment will be agreed to by the Cooperator and NPS prior to any disposition.
B. The Cooperator will maintain records of all property acquired and disposed of under this Cooperative Agreement, take a physical inventory of all remaining property and reconcile the results of the inventory with the records at least once every two years in accordance with OMB Circular A-110 and 43 CFR Sec. 12.934 (f)(3).
ARTICLE XI – MODIFICATION AND TERMINATION
A. This Cooperative Agreement may be modified only by a written instrument executed by both parties. Modifications will be in writing and approved by the NPS Contracting Officer and the authorized representative of the Cooperator.
B. Either party may terminate this Cooperative Agreement by providing the other party with thirty (30) days advance written notice. In the event that one party provides the other party with notice of its intention to terminate, the parties will meet promptly to discuss the reasons for the notice and to try to resolve their differences. The parties commit to using every reasonable means available, including the use of a neutral mediator if necessary, to avoid terminating this Cooperative Agreement.