Subaward Agreement Information
The following information is extracted from the UCAR
subaward form. Exceptions to these terms can delay awards, so have
your contracts office review them and submit any requests for modifications
with your proposal
The Subrecipient is allowed to incur pre-award costs ninety (90) calendar days prior to the Effective Date. Pre-award costs must be necessary for the effective and economical conduct of the Work and the costs must be otherwise allowable in accordance with the governing cost principles set forth in Article 2, "Incorporation of Federal Administrative Standards and Regulations." All pre-award costs are incurred at the Subrecipient's risk (i.e., UCAR is under no obligation to reimburse such costs if for any reason the Subrecipient does not receive a Subaward or if the Subaward value is less than anticipated and inadequate to cover such costs).
Services shall be paid in accordance with the budget identified in the
Project Budget. Payment terms are net thirty (30) days from receipt of
a fully compliant invoice.
The Subrecipient shall submit an invoice for Partner or Cooperative
projects with only one year of funding, in the amount of ninety-five
percent (95%) of the entire Project Budget in accordance with the instructions
contained in this Article, upon execution of this Subaward. For Cooperative
projects with multiple year funding, the Subrecipient shall submit an
invoice annually for the entire amount of the funding authorized herein
upon execution of this Subaward. Thereafter, the Subrecipient shall submit
an invoice annually for the entire amount of that year's funding of the
Project Budget, upon execution of a Modification to this Subaward to
add funding for that year, EXCEPT for the final year. The invoice for
the final year of the Work shall be submitted in the amount of ninety-five
percent (95%) of the Project Budget for the final year upon execution
of a Modification to this Subaward to add funding for the final year
To purchase equipment not specifically identified and justified in the
Subrecipient's proposal and approved budget that costs in excess of $5,000
per unit and has a useful life of more than one year, the Subrecipient
must submit a request for prior approval to the UCAR Technical Representative.
Expenses for transportation, lodging, subsistence and related items
incurred by Subrecipient on business related this Subaward are allowable
as prescribed in the governing cost principles set forth in “Incorporation
of Federal Administration Standards and Regulations.” Notwithstanding,
no foreign travel will be allowable without prior written authorization
from the UCAR Technical Representative.
Transfer of Funds among Categories
Transfers of funds must be approved in writing by the UCAR Technical
Representative when the cumulative amount of such transfers exceed 10
percent of the current total authorized funding of this Subaward. This
transfer authority does not authorize the Subrecipient to create new
budget categories within an approved budget unless the UCAR Technical
Representative has provided prior approval.
The Subrecipient shall comply with the deliverable
and reporting requirements as specified in the Statement of Work, and
as additionally required as follows:
Include for all Projects:
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A brief six month progress report describing the status of the Work
performed during the six-month period.
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A final report describing the performance and results of the Work
within sixty (60) days following the Expiration Date of this Subaward.*
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A full financial accounting with a breakout of the costs for the
entire Period of Performance is due when the final invoice is submitted
in accordance with the “Payment” article.
Include for all multiyear Cooperative Projects:
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A full financial report is due annually within thirty (30) days of
the anniversary date of the Subaward that includes a breakout of the
costs for the corresponding year. Any unallowable costs paid in advance
by UCAR shall be refunded to UCAR by the Subrecipient.
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A detailed annual report describing the status of the Work performed
during the year.The Subrecipient shall submit one copy of each report
to the UCAR Technical Representative and one copy of each report to
the UCAR Contract Representative.
*UCAR reserves the right, in its sole discretion, to retain five percent
(5%) of the not-to-exceed amount pending UCAR's receipt, review and approval
of the final report.
The Subrecipient shall not issue any news releases or other media sources
pertaining to activities supported by this Subaward or which directly
or implicitly endorses any products, services or programs of the Subrecipient
without prior written permission from UCAR. Requests for permission shall
be submitted to the UCAR Contract Representative.
The Subrecipient agrees that any UCAR-supplied Confidential Information
will not be included in publications without the express written permission
of the UCAR Contract Representative.
Publication of the results of the research project in the appropriate
professional journals is encouraged as an important method of recording
and reporting scientific information. When releasing information related
to this Subaward, the Subrecipient is required to include a statement
that the project or effort undertaken was or is sponsored by a Subaward
with UCAR under the sponsorship of NOAA/DoC. The Subrecipient is also
responsible for assuring that every publication of material (including
Internet sites) based on or developed under this Subaward, except scientific
articles or papers appearing in scientific, technical or professional
journals, contains the following disclaimer:
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“This [report/video] was prepared by [Subrecipient name] under
a Subaward with the University Corporation for Atmospheric Research
(UCAR) under Cooperative Agreement No. NA17WD2383 with the National
Oceanic and Atmospheric Administration (NOAA), U.S. Department of
Commerce (DoC). The statements, findings, conclusions, and recommendations
are those of the author(s) and do not necessarily reflect the views
of NOAA, DoC or UCAR.”
This acknowledgment of sponsorship also applies to videos produced under
this Subaward.
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A statement crediting UCAR as the source of any UCAR Intellectual
Property, material or information used by the Subrecipient in its performance
under this Subaward.
Intellectual Property—If Funded
by NOAA
“Intellectual
Property” shall be defined as software, data, designs, processes,
drawings, patents, patent applications, continuations-in-part, in the
United States and any foreign countries and applications therefore,
all United States and foreign copyrights and all other literary, property
and author rights, whether or not copyrightable, all know-how, whether
or not protected by patent, copyright, trademark, and trade secret
or otherwise, and all materials incorporating, embodying, or representing
any of the intellectual property in whatever format arising out of
the Work to be conducted under this Subaward.
The rights to any Intellectual Property produced or purchased under
this Subaward are determined by 15 CFR § 24.34 and 15 CFR § 14.36.
Such include the rights set forth in the immediately following subparagraphs
C and D, subject to 15 CFR § 24.34 and 15 CFR § 14.36, and
the Department of Commerce's right to obtain, reproduce, publish or otherwise
use the work or authorize others to receive, reproduce, publish or otherwise
use the data for Government purposes.
Subrecipient has full right, title and interest in and to all pre-existing
Subrecipient Intellectual Property, which includes, but is not limited
to, all versions, derivative works, updates, improvements, modifications,
enhancements and releases thereof. All right, title and ownership of
Intellectual Property resulting from work under this Subaward, which
is conceived or reduced to practice solely by Subrecipient, shall remain
with Subrecipient.
UCAR has full right, title and interest in and to all pre-existing UCAR
Intellectual Property, which includes, but is not limited to, all versions,
derivative works, updates, improvements, modifications, enhancements
and releases thereof. All right, title and ownership of Intellectual
Property resulting from research under this Subaward, which is conceived
or reduced to practice solely by UCAR, shall remain with UCAR.
Each party shall grant to the other party a limited, non-exclusive,
non-transferable, revocable, royalty free right to access and use of
the other party's Intellectual Property whether pre-existing or developed
under this Subaward, only for the purpose of performing the Work under
this Subaward including, but not limited to, any copyright in any report
or publication, in any manner for scientific, research and educational
purpose only.
Any joint Intellectual Property developed by UCAR and Subrecipient under
this Subaward shall be jointly owned. With respect to any joint Intellectual
Property, the parties shall decide, based on consideration of the facts
and circumstances in each case, which party shall pursue patenting (if
inventions are involved), and any other action, which might be required,
including payment of such expenses to protect the Intellectual Property.
Further, the parties shall agree on a division of any income received
as a result of the Intellectual Property, which reflects the relative
contributions of the individuals who invented, discovered or created
the property or otherwise based on mutual agreement of the parties.
Either party may terminate this Subaward in whole or in part by mutual
agreement. Notwithstanding, if UCAR and the Subrecipient cannot reach
an agreement, UCAR reserves the right to unilaterally terminate the Subaward
upon thirty (30) days' written notice to the Subrecipient. In the event
of such termination, the Subrecipient shall immediately stop all Work
hereunder and shall immediately cause any and all of its Lower-Tier Subcontractors
to cease Work. Subject to the terms of this Subaward, UCAR shall pay
the Subrecipient (a) for costs incurred prior to the termination for
Work performed, (b) reasonable charges the Subrecipient can demonstrate,
to the satisfaction of UCAR, that have resulted from the termination,
and (c) reasonable cancellation charges incurred by the Subcontractor
and any reasonable loss on outstanding commitments for personal services
that the Subcontractor is unable to cancel; provided, that the Subcontractor
exercised reasonable diligence in diverting such commitments to other
operations. The Subrecipient shall not be paid for any Work performed
or costs incurred, which reasonably could have been avoided. The remedy
set forth herein constitutes the Subrecipient's sole and exclusive remedy
and UCAR's entire liability for the Termination for Convenience.
At any time, UCAR may terminate this Subaward in whole or in part, due
to Subrecipient's default. Before exercising this right, UCAR shall provide
Subrecipient thirty (30) days written notice and the opportunity to cure
such default or provide adequate assurances of future performance to
the satisfaction of the UCAR Contract Representative. UCAR reserves the
right to terminate this Subaward without notice to limit any potential
UCAR liabilities. In the event of Termination for Default, UCAR shall
not be liable to the Subrecipient for any amount for components or services
UCAR has not accepted, and the Subrecipient shall be liable to UCAR for
any and all rights and remedies provided by law. If it is determined
that UCAR improperly terminated this Subaward for default, such termination
shall be deemed a Termination for Convenience.
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