Cooperative Agreement

Cooperative Agreement
between the
United States Department of the Interior, National Park Service
and the
Glynwood Center
September 11, 2002

This agreement is made and entered into between Glynwood Center and the United States of America, U.S. Department of the Interior, National Park Service, National Capital Region (NPS).

ARTICLE I - BACKGROUND AND OBJECTIVES

WHEREAS, in recent years improving the quality of life in U.S. cities has been the focus of government policy, the media, non-profit organizations and academics. Traffic congestion in our cities, sprawling development in the surrounding suburbs and poor water quality have made many urban areas unattractive places to live and work. While recent state and local growth management initiatives have raised the public’s awareness about the need and benefit of compact development plans and renewed focus on the impact of water quality on health, there is still much to be done.

Whereas, many European cities have had demonstrable success. In particular, Germany, England, the Netherlands, and France, have demonstrated success in controlling sprawl; using green infrastructure to protect open space and parkland and improve air quality; reducing non point source pollution and improving water quality; and integrating effective land management strategies with innovative building and environmental designs.

Whereas, even with the best advice, successfully addressing and improving urban water quality is extremely difficult. Implementing new policies and practices at the local level requires knowledge of best management practices, but professionals and local leaders must also have the leadership skills, resources and confidence to take action.


Whereas, Glynwood Center helps professionals and communities tackle difficult issues. Glynwood Center programs combine access to effective tools and techniques with building leadership skills. Glynwood Center believes in looking abroad, seeking within our global village practical examples of solutions that address our most pressing challenges.

WHEREAS, the National Park Service recognizes that urban river watershed management approaches can help the agency carry out it’s mission—and park and
program goals, by conserving lands adjacent to existing NPS units through voluntary conservation partnership; reducing stormwater flows onto NPS lands by implementing best management building and land use practices; using green building techniques; creating water quality buffers to reduce air and water-borne nutrients entering the Chesapeake Bay watershed; conserving the scenery from, and to, NPS lands and waters; protecting the habitat of living resources on NPS and other lands; making outdoor recreation lands more accessible to streams and waterfronts and the public through the creation of trails and greenways; conserving the natural values and functions of streams and watersheds that flow into the Chesapeake Bay; educating the public about the values and functions of natural areas, parks, open space and recreation areas through forums and workshops; helping to assist NPS, local governments and private landowners improve park and private lands to maintain a sense of place and environmental quality; and other similar goals.

Whereas, the Agreement will create a program of ongoing reciprocal exchanges that will, over time, create sustained dialogue about watershed issues between professionals from the U.S. and other countries.

WHEREAS, the National Park Service owns and manages substantial acreage within the Potomac River Watershed, and manages programs that support state, local and private sector parks, open space, heritage and recreation areas, and historic preservation.

WHEREAS, Glynwood Center and the National Park Service have demonstrated a commitment to work on a region-wide demonstration project to implement watershed “Best Management Practices” through a collaborative, community-lead, public and private partnership within the Potomac River basin;

WHEREAS, the “Potomac Watershed Exchange” is intended to demonstrate techniques for the ecological and economic regeneration, and the protection and management of park, heritage, recreation and open space land by federal, state and local governments and private groups through the use of voluntary collaborative approaches.


WHEREAS, the parties to this Agreement mutually wish to:

Engage watershed professionals in the Potomac River watershed and other countries
in a contextual learning process, both at home and abroad.

Foster opportunities for an exchange of knowledge regarding best practices in
watershed management; and application of best practices in the U.S. context.

C. Create opportunities for professional development of U.S. urban watershed, park,
open space, and recreation management practitioners;

Share technical information between NPS staff and various park and program
partners, regarding the application of best practices in the U.S. context. For the following objectives, including but not limited to:

The development and benefits of green infrastructure;

Ecologic and economic regeneration of rivers, streams and waterfronts;

Defining and reinforcing environmentally sensitive development patterns;

The critical nature of determined leadership at the local level;

The power of small projects to reinforce overall policy themes; and

Integrating innovative approaches to stormwater and waste water management into new development.

E. Present the public and government officials with accurate informative,
educational and understandable information on the urban watershed best management practices.

F. Encourage collaboration and coordination among federal, state and local
government agencies in order to minimize inconsistency and duplication, to reduce or eliminate conflicting priorities and programs and to achieve more efficient use of public funds.

G. Further facilitate cooperation with communities in the Potomac River watershed
to work cooperatively with state and federal government agencies and the private
sector.

H. Enter into stand-alone agreements with Glynwood Center when such agreements
will better serve the delivery of Federal assistance to the Potomac Watershed Exchange.

WHEREAS, Glynwood Center and the NPS may work cooperatively on other goals, which are mutually agreeable.


ARTICLE II - DEFINITIONS

"Green infrastructure" means our Nation's natural life support system-an interconnected network of waterways, wetlands, woodlands, wildlife habitats, and other natural areas; greenways, parks and other conservation lands; working farms, ranches, and forests of

conservation value; and wilderness and other open spaces that support native species, maintain natural ecological processes, provide recreation opportunities, sustain air and water resources and contribute to the health and quality of life for America's communities and people.

"Potomac Watershed Exchange" means an exchange of people, experiences and information intended to demonstrate best management practices and techniques for ecological and economic regeneration by federal, state and local governments and private groups, within the Potomac River watershed.

"Local Partners" means any local governments, or private non-profit organizations.

“Best Management Practices” means schedule of activities, prohibitions of certain practices, implementation of maintenance procedures or other measures or practices that promote ecological and economic regeneration. Best Management Practices represent a continuum of available options and no single practice represents the entire solution.

“Potomac Urban River Watershed Management Steering Committee” means a committee comprised of agency and non-profit organizations with an interest in urban watershed management in the Potomac River Watershed.


ARTICLE III - AUTHORITY

This Agreement is authorized pursuant or consistent with the Act of August 25, 1916, otherwise referred to as the Organic Act, codified at 16 U.S.C. Section 1 et seq.; Section 508 of the 1986 Amendments to the Wild and Scenic Rivers Act, codified at 16 U.S.C. Section 1282(b)(1); the Outdoor Recreation Programs Act of 1963,particularly 16 U.S.C. Section 4601-1(d), 4601-1(f); the American Heritage River Initiative Executive Order of 1997; and other applicable statutory and regulatory authorities.


ARTICLE IV – STATEMENT OF WORK

NPS and Glynwood Center view this effort as a partnership. Both organizations will work collaboratively on the overall project and consult regularly to insure coordination on individual tasks and activities. Whenever possible, a consensus-based approach will be used to make decisions and reach agreements. Each organization will be sensitive to the mission and responsibilities of the other, and work to be supportive of their role and perspective in this project.


All products and reports will be prepared with input from both organizations, and whenever possible, reflect the point of view and conclusions of each. Public meetings and events will include recognition of this collaborative effort.

Both parties agree to:

A. Hold a forum: Develop, agree, and assist with a Potomac Watershed Lessons
Learned Forum to share information from the spring 2002 Exchange in Germany by eight professionals in the Potomac region and to consider how best to apply successful German watershed management practices to the Potomac River watershed basin.

B. Exchange Best Management Practices: The parties will work with the Potomac
Urban River Watershed Management Regional Steering Committee to participate in the exchange and to develop a series of off-the-shelf "Best Management Practices" for ecological and economic regeneration.

C. Project Development: Provide oversight, travel office and administrative support
for the "Potomac Watershed Exchange" on a day-to-day basis, consistent with this agreement, work plan and budget.


NPS agrees to:

Cooperate with Glynwood Center as a lead international exchange organization
respecting the “Potomac Watershed Exchange” and other such goals upon which the National Park Service and Center may mutually agree;

Provide oversight, travel, office and administrative support for the NPS Project
Manager consistent with the approved strategy, work plan and budget policies of NPS.

C. Assist Glynwood Center with the day-to-day management of the Exchange.

D. Assist the Steering Committee by facilitating and arranging for discussions and input
into the Exchange.

E. Recommend, contact and secure participation on the Steering Committee by other
agencies and organizations;

F. Engage in developing criteria for participant selection and conducting
the nomination process of participants through the Steering Committee;

Assist in the development of a needs assessment to identify the most pressing issues
facing the program participants; Assist in the development of a pre-visit package of
information for participants to educate them on the various parks, heritage, recreation, historic preservation and land use systems, and appropriate environmental regulations and practices of other countries;

Participate in developing the post-visit Exchange meeting including identifying
and securing an appropriate site in the Potomac for the meeting and: assist Glynwood Center in evaluating the program in terms of its impact on professional development and applicability of best management practices.

Glynwood Center Agrees to:

Be the lead organization for the Exchange, working in close cooperation with the
EPA and NPS. Glynwood Center will be responsible for overall coordination of the Exchange.

Be responsible for overall coordination and implementation of the Potomac
Watershed Exchange in collaboration with other partners and the NPS. A consensus-based decision-making approach will be used throughout the effort to carry out major tasks and produce end products.

Work with the NPS, and other partners, to develop and convene a Steering
Committee comprised of governmental and non-governmental organizations with an interest in watershed management in the Potomac River basin;

D. Facilitate a meetings of exchange participants with Glynwood Center and the
Steering Committee to help prepare various reports examining the international
approaches to watershed management and identifying the best practices that may be most
appropriate for U.S. application.

E. Work with the Steering Committee to evaluate the program for its impact on
professional development and the applicability of best management practices. The
program will also be evaluated by participants and staff to determine the potential for and
value of continuing exchanges between various countries and the U. S. to share
watershed management practices.

F. Conduct a needs assessment to identify the most pressing issues facing the
program participants. Through use of a survey and telephone interviews with the six participants of the Exchange, Glynwood Center staff will develop a priority list of issues that will inform and guide development of the itinerary for exchanges between the U.S. and other countries.

G. Identify the sites, professionals and best management practices in other countries
that address the issues identified. Glynwood Center will make all arrangements for the U.S. practitioners to visit those individuals and locations;

H. Compile and distribute briefing materials prior to the trip to educate the U.S.
participants on parks and recreation and land use system and appropriate environmental regulations and practices.

I. Secure arrangements for professionals from the Potomac River watershed to
travel to other countries to learn from their colleagues.

J. Secure arrangements for professionals from other countries to travel to the
Potomac River watershed to learn from their colleagues.

K. Cooperate with the NPS, through the Project Manager, and other appropriate
public agencies and private organizations, to facilitate the exchange of information, dialogue and experiences.


ARTICLE V - TERM OF AGREEMENT

The provisions of this Agreement shall remain in force for five years from the date of execution. The date of execution is the date of the last signature affixed to this Agreement. The Agreement may be automatically renewed at the end of each five-year period if both parties agree, in writing, in advance of the end-date.

ARTICLE VI - KEY OFFICIALS

The personnel specified below are considered to be essential to ensure coordination and communication between the parties in the Agreement for the work to be performed. Upon written notice, and agreement by both NPS and the Council, either party may designate an alternate to act in the place of the designated key official, in an emergency or other short time period.

A. For NPS:

J. Glenn Eugster, Assistant Regional Director
National Park Service, National Capital Region
Partnerships Office, 1100 Ohio Drive, SW, Room 350
Washington, DC 20242
(202) 619-7492 telephone
(202) 619-7220 fax
glenn_eugster@nps.gov

B. For Glynwood Center:

Jayne E. Daly
Director of Programs
Glynwood Center
Box 157
Cold Spring, New York 10516
(845) 265-3338
Fax: (845) 265-3391
jdaly@glynwood.org



ARTICLE VI - AWARD AND PAYMENT

General – The commitment of funds in furtherance of this Agreement will be authorized by individual Task Agreements that are subject to the terms of this Cooperative Agreement and identify each project or group of projects, amount of financial assistance, and any other special term or condition applicable to that project.
Ensure that this Agreement will include a specific Task Agreement detailing the goals, objectives, and methodology of the project, the contributions of each party, a full explanation of the substantial involvement of each party, a project schedule, and a description of any work products to be delivered.


B. Payment/Invoices

1. Requests for Reimbursement and Advance of Funds (SF-270) will be submitted to the NPS Key Official noted in Article V. Payment will be made no more frequently than monthly and will be paid by Electronic Funds Transfer.

2. Any award is subject to availability of funds.


ARTICLE VIII - PRIOR APPROVAL

A. Prior to reassigning any Key Official for NPS funded projects identified in this Cooperative Agreement or any Task Agreement to any other Glynwood Center programs, Glynwood Center shall notify the NPS Key Official reasonably in advance and shall submit a justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No substitution will be made without the written consent of the NPS Key Official.

B. Upon the request of Glynwood Center, NPS may re-budget funds approved by this agreement. Re-budgeting, if approved, shall be done consistent with all appropriate laws, regulations and policies. However, post-award changes in budgets and projects shall require the prior written approval of the NPS Key Official as follows:

1. Any revision of the scope or objective of the project.

2. Any revision involving specific costs for which OMB Circular A-122 requires prior written approval.

3. The absence of either the approved principal or additional investigator if any is specified in this Agreement, for more than three months or reduction in time devoted to the project by twenty-five percent or more.

4. Increases in direct costs requiring transfer of amounts budgeted for indirect costs, or vice versa.

ARTICLE IX - REPORTS AND DELIVERABLES

For all activities specified in this Agreement or any Task Agreement as modified, amended or supplemented, Glynwood Center shall notify the NPS of any difficulties or delays that materially impair Glynwood Center’s ability to meet the objectives of this Agreement or any Task Agreement. In notifying the NPS, Glynwood Center will describe what action Glynwood Center has taken, or is considering taking, to address the situation and what assistance Glynwood Center needs in so doing.

A. Glynwood Center shall submit as appropriate the following financial reports to the NPS Key Official:

1. Standard Form SF-269 or SF-269a, financial status report, due no later than ninety (90) calendar days after the end of each calendar year during the term of this Agreement, and 90 days after the end of this Agreement, and

2. Standard Form SF-272, Report of Federal Cash Transactions, due fifteen (15) calendar days following the end of each quarter during the term of this Agreement.

B. Glynwood Center shall submit final reports on projects to the NPS Key Official within 90 days after completion of the project, including an accounting of matching funds and services.

ARTICLE X - PROPERTY UTILIZATION

The use, disposition, and/or acquisition of new or existing property shall be in accordance with the rules set forth at 43 CFR § 12.933 through 12.935, as amended.

ARTICLE XI - MODIFICATIONS AND TERMINATIONS

A. This Agreement may be modified only by a written instrument executed by the parties.

B. Either party may terminate this Agreement by providing the other party with sixty (60) 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. If agreement cannot be reached, at a minimum Glynwood Center shall return any unexpended funds, property and work completed to date.

C. In the case of termination, the NPS shall not be liable for any anticipatory profits. Costs of Glynwood Center resulting from obligations incurred by Glynwood Center after termination are not allowable unless the NPS expressly authorizes them in the notice of termination or subsequently. Other Glynwood Center costs after termination which are necessary and not reasonably avoidable are allowable if:

1. The costs result from obligations that were properly incurred before the effective date of termination, are not in anticipation of it, and are noncancellable, and

2. The costs would be allowable if the award expired normally at the end of the funding period in which the termination takes effect.

ARTICLE XII - GENERAL AND SPECIAL PROVISIONS

A. General Provisions

1. OMB Circulars and other Regulations - The following OMB Circulars and other regulations are incorporated by reference into this Agreement:

(a) OMB Circular A-110, as codified by 43 CFR Part 12, Subpart F, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and other Non-Profit Organizations.”

(b) OMB Circular A-122, “Cost Principles for Non-Profit Organizations

(c) OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations.”

(d) 43 CFR Part 12, Subpart D, “Government-wide Debarment and Suspension (Non-procurement) and Government-wide Requirements for Drug-Free Workplace (Grants).”

(e) 43 CFR Part 12, Subpart E, “Buy American Requirements for Assistance Programs.”

(f) FAR Clause 52.203-12, Paragraphs (a) and (b), “Limitation on Payments to Influence Certain Federal Transactions.”

2. Non-Discrimination - All activities pursuant this Agreement shall be in compliance with the requirements of Executive Order 11246; Title VI of the Civil Rights Act of 1964, as amended, (78 Stat. 252; 42 U.S.C. §§ 2000d et seq.); Title V, Section 504 of the Rehabilitation Act of 1973, as amended, (87 Stat. 394; 29 U.S.C. §794); the Age Discrimination Act of 1975 (89 Stat. 728; 42 U.S.C. §§ 6101 et seq.); and with all other federal laws and regulations prohibiting discrimination on grounds of race, color, sexual orientation, national origin, disabilities, religion, age, or sex.

3. Lobbying Prohibition - 18 U.S.C. § 1913, Lobbying with Appropriated Moneys- No part of the money appropriated by any enactment of Congress shall, in the absence of express authorization by Congress, be used directly or indirectly to pay for any personal service, advertisement, telegram, telephone, letter, printed or written matter, or other device, intended or designed to influence in any manner a Member of Congress, to favor or oppose, by vote or otherwise, any legislation or appropriation by Congress, whether before or after the introduction of any bill or resolution proposing such legislation or appropriation; but this shall not prevent officers or employees of the United States or of its departments or agencies from communicating to Members of Congress on the request of any Member or to Congress, through the proper official channels, requests for legislation or appropriations which they deem necessary for the efficient conduct of the public business.

4. Anti-Deficiency Act - 31 U.S.C. § 1341 - Nothing contained in this Agreement shall be construed as binding the NPS to expend in any one fiscal year any sum in excess of appropriations made by Congress for the purposes of this Agreement for that fiscal year, or other obligation for the further expenditure of money in excess of such appropriations.

5. Minority Business Enterprise Development - Executive Order 12432 - It is national policy to award a fair share of contracts to small and minority firms. The NPS is strongly committed to the objectives of this policy and encourages all recipients of its Cooperative Agreements to take affirmative steps to ensure such fairness by ensuring procurement procedures are carried out in accordance with 43 CFR § 12.944 for Institutions of Higher Education; Hospitals and other Non-Profit Organizations, and 43 CFR § 12.76 for State and Local Governments.

Liability
Glynwood Center shall be fully responsible for the acts and omissions of its
representatives, employees, contractors and subcontractors connected with the
performance of this Agreement and shall indemnify, save and hold harmless,
and defend the United States against all fines, claims, damages, judgments, and
expenses arising out of, or from, any omission or activity of such persons or
entities.

(b) Glynwood Center shall procure public and employee liability insurance 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 thereunder, and shall specify that the insurance shall be assumed by, be for the account of, and be at the insurer's sole risk. Prior to beginning the work authorized herein, Glynwood shall provide the NPS with confirmation of such insurance coverage.

(c) Glynwood Center shall pay the United States the full value for all damages to the lands or other property of the United States caused by such person or organization, its representative, or employees.
B. Special Provisions

1. Public Information

(a) Glynwood Center will not publicize, or otherwise circulate, promotional material (such as advertisements, sales brochures, press releases, speeches, pictures, movies, articles, manuscripts or other publications) which states or implies Governmental, Departmental, bureau, or Government employee endorsement of a product, service, or position which Glynwood Center represents. No release of information relating to this Agreement may state or imply that the Government approves of the work product of Glynwood Center or considers Glynwood Center’s work product to be superior to other products or services.

(b) Glynwood Center will ensure that all information submitted for publication or other public releases of information regarding this project will carry the following disclaimer: The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions or policies of the U.S. Government. Mention of trade names or commercial products does not constitute their endorsement by the U.S. Government.

(c) Glynwood Center will obtain prior NPS approval from the NPS Public Affairs Office before releasing for any public information which refers to the Department of the Interior, any bureau or employee (by name or title), or to this Agreement. The specific text, layout, photographs, etc., of the proposed release must be submitted to the Public Affairs Office along with the request for approval.

(d) Glynwood Center further agrees to include the above provisions in any sub-award to any sub-recipient, except for a sub-award to a state government, a local government, or to a federally recognized Indian tribal government.


2. Publications of results of studies

No party will unilaterally publish a joint publication without consulting the other party. This restriction does not apply to popular publication of previously published technical matter. Publications pursuant to this Agreement may be produced independently or in collaboration with others; however, in all cases proper credit will be given to the efforts of those parties’ contribution to the publication. In the event no agreement is reached concerning the manner of publication or interpretation of results, either party may publish data after due notice and submission of the proposed manuscripts to the other. In such instances, the party publishing the data will give due credit to the cooperation but assume full responsibility for any statements on which there is a difference of opinion.

C. Certifications - The following form(s) are incorporated into this Agreement by reference. These certifications are required in accordance with the provisions of this Agreement:

DI-2010, U.S. Department of the Interior Certification Regarding Department, Suspension and Other Responsibility Matters, Drug-Free Workplace Requirement and Lobbying.

D. This Agreement is subject to all laws, regulations and policies governing NPS property, and cooperative or partnership agreements, and all other applicable laws and regulations, and policies whether now in force or hereafter enacted or promulgated. Nothing in this Agreement shall be construed as in any way impairing the general powers of the NPS for supervision, regulation, and control of its property under any such applicable laws, regulations, and policies.

E. Severability - If any term or provision of this Agreement is held to be invalid or illegal, such term or provision shall not impact the validity or enforceability of the remaining terms and provisions.


ARTICLE XIII - ATTACHMENTS AND APPENDICES

In addition to the attachments previously specified in this Agreement, the following documents, provided by Glynwood Center are attached to or incorporated by reference and made a part of this Agreement:

A. Form SF-424, Application for Federal Assistance (incorporated by reference).

C. Form SF-424A, Budget Information (incorporated by reference).


ARTICLE XIV - SIGNATURES

IN WITNESS HERETO, the parties hereto have executed this Agreement on the date(s) set forth below:

FOR GLYNWOOD CENTER


______________________________________ ____________________
Judith M. LaBelle, President Date
Glynwood Center
Box 157
Cold Spring, New York 10516
(845) 265-3338
Fax: (845) 265-3391
jml@glynwood.org



FOR THE NATIONAL PARK SERVICE


___________________________________________ ____________________
Terry Carlstrom, Regional Director Date
National Capital Region
National Park Service
1100 Ohio Drive, S.W.
Washington DC 20242
202-619-7000


____________________________________________ ___________________
Thomas M. McConnell, Contracting Officer Date
National Capital Region
National Park Service
1100 Ohio Drive, S.W.
Washington DC 20242
202-619-6366 voice
202-485-9720 fax
tom_mcconnell@nps.gov