RUS Project Designation:
TN0780-A16
DISTANCE LEARNING AND TELEMEDICINE
GRANT AGREEMENT
dated as of December 16, 2025 between
COUNTY OF HICKMAN,
as Grantee
and
THE UNITED STATES OF AMERICA
as Grantor
UNITED STATES DEPARTMENT OF AGRICULTURE RURAL UTILITIES SERVICE
DISTANCE LEARNING AND TELEMEDICINE GRANT AGREEMENT
THIS DISTANCE LEARNING AND TELEMEDICINE GRANT AGREEMENT (this
"Agreement,") dated as of December 16, 2025, between COUNTY OF HICKMAN, as Grantee
(hereinafter the "Grantee,") a Public Body existing under the laws of Tennessee, and the UNITED
STATES OF AMERICA, as Grantor (hereinafter the "Government,") acting through the
Administrator of the Rural Utilities Service ("RUS.")
WHEREAS, the Grantee has applied for financial assistance ("Application") to RUS to finance a
Project providing distance learning and/or telemedicine services in rural areas as described in a scope of work
plan (the scope of work plan and any revisions thereto, all as approved in writing by RUS, hereinafter the
"Scope of Work Plan;")
WHEREAS, RUS is willing to extend financial assistance, in the form of a grant (the "Grant") to
the Grantee, pursuant to Title VII of the Federal Agriculture Improvement and Reform Act of 1996 (7 U.S.C.
$ 950aaa), the Notice of Funding Opportunity ("NOFO") published on www.grants.gov on January 6, 2025,
and all applicable federal regulations, on the terms and conditions stated herein; and
WHEREAS, the Grantee is willing to secure its other obligations to RUS on the terms stated herein;
THEREFORE, for and in consideration of the premises and the mutual covenants herein contained,
the parties agree and bind themselves as follows:
ARTICLE I - DEFINITIONS
SECTION 1.1 Definitions
The terms defined herein include both the plural and the singular. Unless otherwise specifically
provided, all accounting terms not otherwise defined herein shall have the meanings assigned to them, and
all determinations and computations herein provided for shall be made in accordance with Accounting
Requirements.
"Accounting Requirements" shall mean compliance with U.S. Generally Accepted Accounting
Principles (GAAP) acceptable to RUS as well as compliance with the requirements of 2 C.F.R. part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (and
by adoption, 48 C.F.R. § 31.2 of the Federal Acquisition Regulations).
"Advance" or "Advances" shall mean an advance or advances made by RUS pursuant to this
Agreement.
"Application" shall have the meaning as defined in the second paragraph hereof.
"DLT Regulations" shall mean the specific RUS Regulations promulgated at 7 C.F.R. part 1734,
Distance Learning and Telemedicine Loan and Grant Program, as amended from time to time.
"Expiration Date" shall have the meaning as defined in Section 3.1(b) hereof.
"Laws" shall have the meaning as defined in Section 2.1(e) hereof.
"Matching Contribution" shall have the meaning as defined in Section 4.2(d) hereof.
"Project" shall have the meaning as defined in Section 3.2(a) hereof.
"Release of Funds Date" shall mean the date funds are first made available as evidenced by the
notice sent by the Agency to the Awardee.
"RUS Regulations" shall mean the rules, regulations and bulletins of general applicability published
by RUS from time to time, as such rules, regulations and bulletins exist at the date of applicability thereof,
and shall also include any rule and regulations of other Federal entities which RUS is required by law to
implement. Any reference to specific RUS Regulations shall mean the version of and cite to such regulation
effective at the date of applicability thereof.
"Scope of Work Plan" shall have the meaning as defined in the second paragraph of this Agreement.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Representations and Warranties of Grantee
Recognizing that RUS is relying hereon, the Grantee represents and warrants, as of the date of this
Agreement, as follows:
(a)
Organization; Power, Etc. The Grantee: (i) is the type of organization specified in the first
paragraph hereof, duly organized, validly existing, and in good standing under the laws of
the State identified in the first paragraph hereof; (ii) is duly qualified to do business and is
in good standing in each jurisdiction in which the transaction of its business make such
qualification necessary; (iii) has all requisite and legal power to own and operate its assets
and to carry on its business and to enter into and perform its obligations under this
Agreement; (iv) has duly and lawfully obtained and maintained all material licenses,
certificates, permits, authorizations and approvals which are necessary to the conduct of its
business or required by applicable Laws; and (v) is eligible to obtain the financial
assistance from RUS contemplated by this Agreement.
(b)
Authority. The execution, delivery and performance by the Grantee of this Agreement and
the performance of the transactions contemplated hereby have been duly authorized by all
necessary action and do not violate any provision of law or any charter, articles of
incorporation, organizational documents or bylaws of the Grantee or result in a breach of,
or constitute a default under, any agreement, security agreement, note or other instrument
to which the Grantee is a party or by which it may be bound. The Grantee has not received
any notice from any other party to any of the foregoing that a default has occurred or that
any event or condition exists that with the giving of notice or lapse of time or both would
constitute such a default.
(c)
Consents. No consent, approval, authorization, order, filing, qualification, license, or
permit of any governmental authority is necessary in connection with the execution,
delivery, performance or enforcement of this Agreement, except such as have been
obtained and are in full force and effect.
(d)
Binding Agreement. This Agreement is, when executed and delivered, the legal, valid, and
binding obligation of the Grantee, enforceable in accordance with its terms, subject only to
limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally.
(e)
Compliance with Laws. The Grantee is in compliance in all material respects with all
federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively,
"Laws.")
(f)
Information Submitted with Application. All information, reports, and other documents and
data submitted to RUS in connection with the Application were, at the time the same were
furnished, complete, and correct in all material respects. Any financial statements or data
submitted to RUS in connection with the Application present fairly, in all material respects,
the financial position of the Grantee and the results of its operations in conformity with
Accounting Requirements. Since the date thereof, there has been no material adverse
change in the financial condition or operations of the Grantee.
(g)
Principal Place of Business. The principal place of business and chief executive office of
the Grantee is at the address specified in Schedule I hereto.
(h)
Ratification. By executing this Agreement, the Grantee affirms and ratifies all statements,
representations and written documents that it has submitted to RUS in connection with the
Grant.
(i)
Recipient and Subrecipient Reporting. The Grantee has the necessary processes and
systems in place to comply with the reporting requirements for first-tier, sub-awards, and
executive compensation under the Federal Funding Accountability and Transparency Act
of 2006, unless Grantee is exempt from such reporting requirements pursuant to 2 C.F.R.
part 170.
ARTICLE III - THE GRANT
SECTION 3.1
Grant Amount and Expiration Date
(a)
Grant Amount. RUS agrees to make and the Grantee agrees to accept, on the terms and
conditions stated in this Agreement, the Grant, in the maximum amount specified in
Schedule I hereto.
(b)
Expiration Date. The Grant, and the obligation of RUS to advance the Grant, or any portion
thereof, shall expire on a date three (3) years from the Release of Funds date (the "Expiration
Date"). No portion of the Grant will be advanced by RUS to the Grantee after the
Expiration Date. RUS, in its sole discretion, may approve a one-time extension of the
Expiration Date, not to exceed 12 months, provided that the Grantee notify RUS, in writing at
least ten days prior to the Expiration Date, of the reasons and need for an extension, together
with a suggested, revised Expiration Date.
SECTION 3.2
Project
(a)
Grant Purpose. The Grant has been made solely to finance the project specifically
described in the Application and Scope of Work Plan (hereinafter the "Project") to furnish
or improve distance learning and/or telemedicine services in rural areas.
(b)
Changes to Project. The Grantee shall obtain the prior written approval of RUS for any
material change to the scope, budget, design, construction, delivery of services, or
objectives of the Project, including, but not limited to any changes to discrete budget line
items, or the amount of Grant funds allocated thereto, within the overall Project. Such
approved material changes shall be set forth in a revised Scope of Work Plan submitted to
RUS.
ARTICLE IV - CONDITIONS OF FUNDING
SECTION 4.1
General Conditions
In connection with the execution and delivery of this Agreement, each of the following conditions
shall be satisfied (all documents, certificates and other evidence of such conditions are to be satisfactory to
RUS in its discretion):
(a)
Legal Matters. All legal matters incident to the consummation of the transactions hereby
contemplated shall be satisfactory to counsel for RUS.
(b)
Executed Grant Agreement. RUS shall receive duly executed originals of this Agreement.
(c)
Articles of Incorporation, Charter, Bylaws and Organizational Documents. With respect
to corporate and cooperative grantees, RUS shall have received copies of the Grantee's
articles of incorporation or charter and bylaws. With respect to limited liability companies
or similar grantees, RUS shall have received copies of the Grantee's organization
documents.
(d)
Authorizations. RUS shall have received evidence satisfactory to it that all documents and
proceedings of the Grantee necessary for duly authorizing the execution, delivery and
performance of this Agreement have been obtained and are in full force and effect.
(e)
Approvals. RUS shall have received evidence satisfactory to it that the Grantee has duly
registered when and where required by law with all state, Federal and other public
authorities and regulatory bodies and obtained all authorizations, certificates, permits,
licenses, franchises and approvals necessary for, or required as a condition of, the validity
and enforceability of this Agreement and for the construction and operation of the Project.
(f)
Opinion of Counsel. For Grants in the amount of $500,000 or more, RUS shall receivean
opinion of counsel for the Grantee, licensed in the Grantee's state of incorporation, in form
and content acceptable to RUS.
(g)
ACH. That Grantee agrees to use of the Automated Clearing House (ACH) Payment
System that deposits funds directly into the bank account Grantee designates.
SECTION 4.2
Conditions to Advances
The obligations of RUS to approve any Advance of the Grant is subject to the satisfaction of each
of the following conditions precedent on or before the date of such Advance (all documents, certificates and
other evidence of such conditions precedent are to be satisfactory to RUS in its discretion):
(a)
Continuing Representations and Warranties. That the representations and warranties of the
Grantee contained in this Agreement be true and correct on and as of the date of such
Advance as though made on and as of such date.
(b)
Requisitions and Supporting Documentation. That RUS shall have received not more
frequently than once a month, a completed Standard Form 270, Request for Advance or
Reimbursement (hereinafter "Request for Advance,") bearing the original signature of the
officer, employee, or agent of the Grantee authorized to receive, disburse, or receive and
disburse the Grant, and supporting documentation from the Grantee in accordance with
RUS Regulations and DLT Regulations. All Advances shall be limited to the minimum
amounts required for the Grantee's immediate disbursement needs and shall be requested
by the Grantee only for actual immediate cash requirements of the Grantee. All Advances
shall either be provided on a reimbursement basis, supported by documentation including,
but not limited to, paid invoices, employee timesheets or lease agreements, or based on
unpaid invoices for eligible grant purposes.
(c)
Certification of Authority. That RUS has received from the Grantee a duly authorized and
executed certification of authority designating an officer, employee, or agent of the Grantee
as the person or persons authorized to execute and submit, on behalf of the Grantee, the
Request for Advance.
(d)
Matching Contribution. Evidence that the Grantee has provided or made provision for the
entire matching contribution, as defined and set forth in 7 C.F.R. § 1734.22 ("Matching
Contribution,") to the Project as set forth on Schedule I, or that the Grantee has provided
or made provision for a pro rata Matching Contribution in an amount at least equal to the
percentage (as specified in Schedule I) of the requested Advance, which evidence may be
in the form of documentation including, but not limited to, paid invoices, employee
timesheets, lease agreements, or bank deposit slips.
(e)
Compliance with Agreement. That the Grantee is in material compliance with the
Agreement.
(f)
Additional Documents. The Grantee agrees to provide RUS with such additional
documents as RUS may request.
(g)
Additional Conditions. The Grantee has met all additional conditions specified in Schedule
I hereto.
ARTICLE V - AFFIRMATIVE COVENANTS
SECTION 5.1
Generally
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the Grantee shall
duly observe each of the affirmative covenants contained in this Article V.
SECTION 5.2 Use of Advances
The Grantee shall expend the Grant funds only for approved purposes as set forth in the DLT
Regulations, the Scope of Work Plan, the Request(s) for Advance, and in accordance with the Accounting
Requirements. The Grant shall not be expended to cover any costs incurred in connection with the Project
prior to the date of receipt by RUS of the Application. The Grantee acknowledges that RUS approval for any
Request for Advance shall not be a waiver of any provision or requirement contained or cited herein, but shall
be subject to a subsequent compliance review.
SECTION 5.3 Unused and Disallowed Advances
(a)
The Grantee shall return to RUS forthwith all or any advanced portion of the Grant not
disbursed by the Grantee for the Project or not needed to complete the Project with any
interest earned.
(b)
The Grantee shall reimburse RUS for any advanced funds whose original expenditure has
been disallowed by a RUS grant audit. Disallowances shall be satisfied, as directed by
RUS, by either administrative offset against requests for Advances or repaying the
disallowed amount directly to the United States Treasury.
SECTION 5.4
Financial Books
(a)
The Grantee shall maintain, at its premises, such books, documents, papers, or other
records and supporting documents, including, but not limited to, invoices, receipts, and bills
of sale, adequate to identify the purposes for which, and the manner in which Grant and
other funds were expended on the Project. The Grantee shall maintain all such records and
copies of forms or financial reports, submitted to RUS in connection with the Grant, for
the longest of: (i) three years from the date the Grantee submits its final Project
Performance Activity Report; (ii) three years from resolution of disputed items with RUS; or
(iii) three years from disposition of property acquired with Grant funds during the term of
the Grant.
(b)
The Grantee will maintain complete, accurate, and current disclosure of the financial
results of each Project in accordance with the DLT Regulations and Accounting
Requirements. The source and application of funds shall be readily identified by the
continuous maintenance of updated records, with all accounting records being supported
by source documentation. Established procedures shall be used for determining the
reasonableness, allowability, and allocation of costs in accordance with the DLT
Regulations and the Accounting Requirements.
SECTION 5.5
Rights of Inspection and Compliance Reviews
(a)
The Grantee shall afford RUS, the Office of Inspector General of USDA and the General
Accounting Office, through its representatives, reasonable opportunity, at all times during
business hours and upon prior notice, to have access to and right to inspect the Project, and
any and all books, records, accounts, including electronic books, records, accounts and
electronic mail messages, regardless of the physical form or characteristics, and any and
all invoices, contracts, leases, payrolls, canceled checks, statements and other documents
and papers of every kind belonging to or in any way pertaining to the Grant and to make
copies or extracts therefrom.
(b)
The Grantee shall afford RUS, reasonable opportunity, at all times during business hours
and upon prior notice, to conduct a compliance review to determine compliance with this
Agreement and to determine whether expenditures and disbursements of the Grant were
for approved purposes, and/or in accordance with the Grantee's Request(s) for Advance
and the supporting documentation thereto.
SECTION 5.6
Annual Audits
(a)
Non-Federal Entities, which include Grantees that are States, local governments, Indian
tribes, institutions of higher education, or nonprofit organizations, shall provide RUS with
an audit pursuant to 2 C.F.R. part 200, Subpart F (Audit Requirements). The Grantee must
follow subsection 200.502 in determining federal awards expended. All RUS loans impose
an ongoing compliance requirement for the purpose of determining federal awards
expended during a fiscal year. In addition, the Grantee must include the value of new
federal loans made along with any grant expenditures from all federal sources during the
Grantee's fiscal year. Therefore, the audit submission requirement for this program begins
in the Grantee's fiscal year that the loan is made and thereafter, based on the balance of
federal loan(s) at the beginning of the audit period. All required audits must be submitted
within the earlier of: (i) 30 calendar days after receipt of the auditor's report; or (ii) nine
months after the end of the Grantee's audit period.
(b)
For all other entities, Grantees shall provide RUS with an audit within 120 days after the
as of audit date in accordance with 7 C.F.R. part 1773, Policy on Audits of RUS Borrowers.
Note that with respect to Advances that contain loan funds, the audit is required after an
Advance has been made, and, thereafter, from the close of each subsequent fiscal year until
the loan is repaid in full. With respect to Advances that only contain grant funds, the audit
is required until all grant funds have been expended or rescinded. While an audit is
required, Grantees must also submit a report on compliance and internal controls over
financial reporting, as well as a report on compliance with aspects of contractual
agreements and regulatory requirements.
SECTION 5.7 Project Performance and Financial Reporting
(a)
Annual Financial Report and Project Performance Activity Report. No later than January
31st of the following year in which all or any portion of the Grant is first advanced and
continuing in subsequent years until completion of the Project, the Grantee must submit
the following information to RUS, as directed by the agency:
(i)
An annual, completed SF 425-Federal Financial Report; and
(ii)
An annual Project Performance Activity Report, which contains the following:
(A)
a comparison of actual accomplishments to the objectives established for
the period;
(B)
a description of any problems, delays, or adverse conditions which have
occurred, or are anticipated, and which may affect the attainment of
overall Project objectives, prevent the meeting of time schedules or
objectives, or preclude the attainment of particular Project work
elements during established time periods, accompanied by a statement
of action taken or planned to resolve the situation; and
(C)
objectives and timetables established for the next reporting period.
(b)
Final Financial Report and Final Project Performance Activity Report. No later than one hundred twenty
(120) days after the Expiration Date, termination of the Grant, the Project completion, or the final
disbursement of the Grant by the Grantee, whichever event occurs first, the Grantee must submit a Final
SF 425-Financial Report and a Final Project Performance Activity Report which only covers an evaluation
of the success of the Project in meeting the objectives of the program.
SECTION 5.8 Miscellaneous Information to be Provided to RUS
The Grantee shall furnish to RUS such information regarding the condition, financial or
otherwise, or operations of the Grantee as RUS may, from time to time, reasonably request.
SECTION 5.9 Obligations with Respect to the Construction, Operation and Maintenance of the
Project
(a)
Project Management and Operation. The Grantee shall be responsible for managing the
day-to-day operations of the Project and will operate the Project in an efficient and
economic manner as well as maintaining the Project in good repair. The Grantee shall
provide the service described in the Application and, if the Project is owned, leased, or
operated by participants other than the Grantee, the Grantee shall monitor such participants
and ensure the Project is operated in accordance with representations in the Application.
(b)
Construction in Accordance with Scope of Work Plan. The Grantee shall cause the Project
to be constructed and completed in accordance and within the time frame and budget set
forth in the Scope of Work Plan approved by RUS.
(c)
Procurement Requirements. The Grantee shall conduct all procurement transactions in
accordance with 2 CFR §§ 200.317-326, unless it has received written approval otherwise.
(d)
General Insurance Requirements. In addition to the fidelity bond coverage required in
Subsection 4.1(h), the Grantee shall take out and maintain insurance on the Project and any
other property acquired with the Grant in accordance with 2 C.F.R. § 200.310.
SECTION 5.10 Compliance with Laws
The Grantee will comply with all applicable federal statutes, regulations and requirements that
govern the Application, the Project, and use of federal grant funds for this Grant.
SECTION 5.11 Additional Project Funding
The Grantee shall ensure that adequate funding is in place to complete the Project and will, after
obtaining the prior written approval of RUS, obtain loans or funds or receive binding commitments for
supplemental funding in an amount needed to ensure completion of the Project.
SECTION 5.12 Matching Contribution
The Grantee shall provide the entire Matching Contribution prior to the end of the term of this
Agreement and in accordance with 2 C.F.R. § 200.306, if applicable.
SECTION 5.13 SAM Registration and Unique Entity Identifier
The Grantee shall comply with the additional requirements set forth in Attachment 1 regarding
System for Award Management (SAM) and Unique Entity Identifier. For the purposes of this Agreement the
term "you" in Attachment 1 shall mean "Grantee" as defined hereunder. The Grantee's Unique Entity
Identifier is listed in Schedule I hereto.
SECTION 5.14 Subawards and Executive Compensation
The Grantee shall comply with the additional requirements set forth in Attachment 2 regarding
Subawards, if not restricted under Section 6.4, and Executive Compensation. For the purposes of this
Agreement the term "you" in Attachment 2 shall mean "Grantee" as defined hereunder.
SECTION 5.15 Buy American
(a)
Funding to Non-Federal Entities. Awardees that are Non-Federal Entities, defined pursuant to 2 CFR
200.1 as any State, local government, Indian tribe, Institution of Higher Education, or nonprofit
organization, shall be governed by the requirements of Section 70914 of the Build America, Buy
America Act (BABAA) within the IIJA. Any requests for waiver of these requirements must be
submitted pursuant to USDA's guidance available online at https://www.usda.gov/ocfo/federal-
financial-assistance-policy/USDABuyAmericaWaiver.
(b)
Funding to All Other Entities. Awardees that are not Non-Federal Entities shall be governed by the
Agency's Buy American requirement at 7 CFR part 1787. Any requests for waiver of these
requirements must be submitted pursuant to those regulations.
SECTION 5.16 Additional Affirmative Covenants
The Grantee shall comply with the additional affirmative covenants set forth in Schedule I hereto.
ARTICLE VI - NEGATIVE COVENANTS
SECTION 6.1 General
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the Grantee shall
duly observe each of the negative covenants set forth in this Article VI.
SECTION 6.2 Contracts
The Grantee shall not, without the prior written consent of RUS, enter into any contract or contracts
for the operation or maintenance of the Project and shall not enter into any contract for the use by others of
the Project.
SECTION 6.3
Historic Preservation
The Grantee shall not, without the prior written consent of RUS, use any Advance to construct any
facility which shall involve any district, site, building, structure or object which is included in, or eligible for
inclusion in, the National Register of Historic Places maintained by the Secretary of the Interior pursuant to
the Historic Sites Act of 1935 and the National Historic Preservation Act of 1966.
SECTION 6.4 Prohibition Against Internal Confidentiality Agreements
(a)
The Grantee shall not require its employees, contractors, or subrecipients to sign or comply
with internal confidentiality agreements or statements prohibiting or otherwise restricting
them from lawfully reporting that waste, fraud, or abuse to a designated investigative or
law enforcement representative of a Federal department or agency authorized to receive
such information.
(b)
The Grantee shall notify its employees, contractors, or subrecipients that the prohibitions
and restrictions of any internal confidentiality agreements that may currently be in effect
that are inconsistent with paragraph (a) of this section are no longer in effect.
(c)
The prohibition in paragraph (a) above does not contravene requirements imposed by a
Federal department or agency governing the nondisclosure of classified information.
(d)
If RUS determines that the Grantee is not in compliance with paragraph (a) or (b) of this
section:
(1)
RUS shall cease to make Grant funds available under this Agreement and shall
prohibit the Grantee's use of Grant funds under this award; and
(2)
RUS may pursue other remedies available due to the Grantee's material failure to
comply with award terms and conditions.
SECTION 6.5 Additional Negative Covenants
The Grantee shall comply with the additional negative covenants set forth in Schedule I hereto.
ARTICLE VII - TERMINATION, SUSPENSION AND OTHER REMEDIES
SECTION 7.1 Termination of the Grant
(a)
Termination of the Grant by RUS. RUS, in its sole discretion, may terminate the Grant, in
whole or part if:
(i)
RUS does not receive this Agreement, duly executed on behalf of the Grantee,
within one hundred twenty (120) days from the date hereof;
(ii)
all conditions to the Grant, and all conditions to advance are not satisfied within
one hundred twenty (120) days from the date hereof;
(iii)
RUS has determined that the Grantee has failed to materially comply with the terms
and conditions of this Agreement;
(iv)
RUS has determined the award no longer effectuates the program goals or agency
priorities;
(v)
In the case of a partial termination by the Grantee, the RUS has determined that
the remaining portion of the award will not accomplish the purposes for which the
award was made;
(vi)
any representation or warranty made by the Grantee in the Application, Scope of
Work Plan, request for Advance, this Agreement, any certification, or other
supporting documentation thereunder, shall prove to be incorrect in any material
respect at the time made;
(vii)
the Grantee shall forfeit or otherwise be deprived of its charter, articles of
organization, franchises, permits, easements, consents, or licenses required to
carry on any material portion of its business, or an event occurs which can
reasonably be expected to result in its dissolution or termination;
(viii)
a court having proper jurisdiction shall enter a decree or order for relief with
respect to the Grantee in an involuntary case under any applicable bankruptcy,
insolvency, or other similar law now or hereafter in effect: (A) appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official
or (B) ordering the winding up or liquidation of its affairs; or the Grantee shall
commence a voluntary case under any applicable bankruptcy insolvency or other
similar law now or hereafter in effect, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian or trustee, of a substantial
part of its property, or make any general assignment for the benefit of creditors;
and/or
(ix)
Grantee has filed for dissolution or liquidation, or upon the dissolution or
liquidation of the Grantee.
(b)
Termination of the Grant by the Grantee. The Grantee may terminate the Grant by providing
written notification to RUS, setting forth the reasons for such termination, the effective date,
and, in the case of a partial termination, the portion of Grant funds to be terminated. In the
case of a partial termination, if RUS determines that the remaining portion of the Grant will
not accomplish the Project, then RUS may terminate the Grant in its entirety, and request
reimbursement of all advanced Grant funds.
(c)
Mutual Termination of the Grant. RUS and the Grantee may mutually agree, in writing, to
terminate the Grant upon certain conditions, specifying the effective date of the termination,
and in the case of a partial termination of the Grant, any unadvanced portion of the Grant to
be terminated and any advanced portion of the Grant to be returned to RUS.
(d)
Effect of Termination. Upon termination of the Grant: (1) the Grantee shall not incur any
new obligations after the effective date of the termination with respect to the Grant, (2) the
Grantee shall cancel as many outstanding obligations as possible, and seek to mitigate the
costs of any outstanding obligations, and (3) any unadvanced portion of the Grant not
required for Approved Purposes shall not be available for advance by RUS and any
advanced portion of the Grant not required by the Grantee for Approved Purposes or for
completion of the Project shall be immediately returned to RUS.
(e)
Notice of Termination. Written notice of termination shall be sent to the Grantee as
provided for in Section 8.1 hereof, setting forth the reason(s) for termination, which
termination shall be effective as of the date of receipt of such notice.
SECTION 7.2 Suspension of Advances
RUS may suspend the Grant, in whole or in part, for the reasons specified in Section 7.1 hereof as
a basis for Grant termination.
(a)
Suspension Procedure. RUS shall issue to the Grantee a suspension notice stating the
reasons for the suspension, any corrective action required to be taken by the Grantee and
the effective date of the suspension. The suspension shall remain in effect until the Grantee
has taken all corrective actions required by RUS and RUS terminates the suspension.
(b)
Effect of Suspension. New obligations shall not be incurred by the Grantee during the
suspension, following the date of notice of suspension, unless specifically authorized by
RUS, in writing. RUS will allow necessary allowable costs which the Grantee could not
reasonably avoid during the suspension, if the obligations were properly incurred prior to
the date of the suspension and not in anticipation of the suspension or termination. During
the suspension, appropriate adjustments shall be made to the Grant by RUS in order that
credit not be given to the Grantee for disbursements made in payment of unauthorized
obligations incurred by the Grantee during the suspension. RUS may also make
adjustments by disallowing all or part of the costs of the Project that are not in compliance
with this Agreement or RUS may withhold subsequent Advances.
SECTION 7.3 Misrepresentation and Misappropriation
(a)
Upon a determination by RUS that the Grantee did not utilize the Grant in the manner and
exclusively for the Project as approved by RUS, RUS may, in its sole discretion:
(i)
Disallow all or a part of the expenditures and disbursements of the Grant and
require the Grantee to deposit such funds in an account to be applied toward other
approved Project purposes or to reimburse the Government;
(ii)
Suspend making Advances; and/or
(iii)
Take any other action RUS determines to be necessary including, without
limitation, exercising any right or remedy available herein or at law.
(b)
If any representation or warranty made by the Grantee in the Application, Scope of Work
Plan, request for Advance, this Agreement, any certification, or other supporting
documentation thereunder shall prove to be incorrect in any material respect at the time
made, RUS may, in its sole discretion:
(i)
Suspend making Advances;
(ii)
Require the Grantee to reimburse the Government for all or any part of the Grant;
(iii)
Terminate the Grant; and/or
(iv)
Take any other action RUS determines to be necessary including, without
limitation, exercising any right or remedy available herein or at law.
ARTICLE VIII - MISCELLANEOUS
SECTION 8.1 Notices
All notices, requests and other communications provided for herein including, without limitation,
any modifications of, or waivers, requests or consents under, this Agreement shall be given or made in writing
(including, without limitation, by telecopy) and delivered to the intended recipient at the "Address for
Notices" specified below; or, as to any party, at such other address as shall be designated by such party in a
notice to each other party. Receipt of all such communications shall be deemed to have occurred when
transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case
given or addressed as provided for herein. The Addresses for Notices of the respective parties are as follows:
RUS
Grantee
Rural Utilities Service
See Schedule I
United States Department of Agriculture
1400 Independence Avenue, S.W.
Washington, D.C. 20250-1590
Attention: Administrator
With a copy to:
With a copy to:
See Schedule I
See Schedule I
SECTION 8.2 Expenses
To the extent allowed by law, the Grantee shall pay all costs and expenses of RUS, including
reasonable fees of counsel, incurred in connection with the enforcement of the Agreement or with the
preparation for such enforcement if RUS has reasonable grounds to believe that such enforcement may be
necessary.
SECTION 8.3 No Waiver
No failure on the part of RUS to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof nor shall any single or partial exercise by RUS of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right.
SECTION 8.4 Governing Law
This Agreement shall be governed by and construed in accordance with applicable federal law, and
in the absence of controlling federal law, by the laws of the State identified in the first paragraph herein,
except those that would render such choice of law ineffective.
SECTION 8.5 Successors and Assigns
(a)
This Agreement shall be binding upon and inure to the benefit of the Grantee and RUS and
their respective successors and assigns, except that the Grantee may not assign or transfer
its rights or obligations hereunder without the prior written consent of RUS.
(b)
Pursuant to federal claims collection laws, RUS' claims hereunder may be transferred to
other agencies of the United States of America; in the event of such transfer, all security
interests, rights and remedies hereby granted or conferred on RUS shall pass to and inure
to the benefit of any such successor agency.
SECTION 8.6 Complete Agreement; Waivers and Amendments
Subject to RUS Regulations, this Agreement is intended by the parties to be a complete and final
expression of their agreement. However, RUS reserves the right to waive its rights to compliance with any
provision of this Agreement. No amendment, modification, or waiver of any provision hereof, and no consent
to any departure of the Grantee herefrom, shall be effective unless approved in writing by RUS in the form
of either a RUS Regulation or other writing signed by or on behalf of RUS, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.
SECTION 8.7 Headings
The headings and sub-headings contained in the titling of this Agreement are intended to be used
for convenience only and do not constitute part of this Agreement.
SECTION 8.8 Severability
If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be
found or held invalid or unenforceable by any governmental agency or court of competent jurisdiction, such
invalidity or unenforceability shall not affect the remainder of such term, provision or condition nor any other
term, provision or condition, and this Agreement shall survive and be construed as if such invalid or
unenforceable term, provision or condition had not been contained therein.
SECTION 8.9 Schedules and Attachments
Each Schedule and Attachment attached hereto and referred to herein is each an integral part of this
Agreement.
SECTION 8.10 Authority of Representatives of RUS
In the case of any consent, approval or waiver from RUS that is required under this Agreement, such
consent, approval or waiver must be in writing and signed by an authorized RUS representative to be
effective. As used in this section, "authorized RUS representative" means the Administrator of RUS, and also
means a person to whom the Administrator has officially delegated specific or general authority to take the
action in question.
SECTION 8.11 Amendment of Laws and RUS Regulations
Nothing contained herein shall restrict in any way RUS' right to amend, rescind or supplement any
of the RUS Regulations or to seek such changes to existing Laws.
SECTION 8.12 Interest on Disallowed Amounts
Disallowed and reimbursable Advance amounts hereunder shall accrue interest payable to RUS from
the date RUS delivers to the Grantee a written demand for payment. Interest shall accrue at a rate equal to the
lesser of (a) twelve percent (12%) per annum or (b) the maximum interest rate permissible by law.
Termination of the Grant will not affect the right of RUS to disallow expenditures and recover, in full, any
amount on the basis of a subsequent audit or other review or the Grantee's obligation to return any disallowed
expenditures.
SECTION 8.13 No Third-Party Beneficiary
This Agreement is exclusively between RUS and the Grantee and does not nor is intended to create any
privity of contract with any other party not a party hereto, nor to imply a contract in law or fact. Any funds
advanced by RUS to the Grantee are intended to finance the Grantee's Project. Any approvals given by RUS to
the Grantee are solely for the benefit of RUS. RUS is not obligated to advance grant funds on any contract, or
otherwise, between the Grantee and any other party, nor intends to assume, at any time, direct obligations for
payment for work, goods, or other performance under such contracts. The obligation to pay any amounts due
under such contracts is solely the responsibility of the Grantee. Nothing herein, express or implied, is intended
to, or shall confer upon, any other person any right, benefit, or remedy of any nature whatsoever under or by
reason of the Grant Agreement between RUS and the Grantee.
SECTION 8.14 Disposition of Grant Property
Unless otherwise agreed to in writing by RUS, any and all dispositions of Grant property shall be
made in accordance with federal regulations at 2 C.F.R. part 200.
SECTION 8.15 Term
This Agreement shall remain in effect until one of the following three events has occurred:
(a)
The Grantee and RUS replace this Agreement with another written agreement;
(b)
All of the Grantee's obligations under this Agreement have been discharged; or
(c)
This Agreement has been terminated pursuant to the provisions of Article VII hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.
COUNTY OF HICKMAN
by:
[Digital (or Electronic) Signature]
[Name, Position - Please Print]
UNITED STATES OF AMERICA
KARL
Digitally signed by KARL
ELMSHAEUSER
ELMSHAEUSER
Date: 2025.12.30 08:55:43 -05'00'
by Administrator of the Rural Utilities Service
[Digital Signature]
SCHEDULE I
1.
Article II Representations and Warranties
a. Section 2.1(g) Grantee's address:
County of Hickman
115 Murphree Avenue
Centerville, Tennessee 37033-1443
2.
Article III The Grant
a. Section 3.1(a) Maximum Grant Amount: $532,328
3.
Article IV Conditions of Grant Funds Release
a. Section 4.2(d) Matching Contribution amount is $79,926
b. Section 4.2(d) Matching Contribution shall be equal to at least 15.01% of each Advance (with credit given
for those contributions exceeding 15.01% toward the next Advance). Evidence that the pro-rata share of the
Matching Contribution has been made or will be made must be presented with the request for each Advance.
c. Section 4.2(g) Additional Conditions:
4.
Article V Affirmative Covenants
a. Section 5.14 Grantee's Unique Entity Identifier: U6DSGBRPSWN5
b. Section 5.16 Additional Affirmative Covenants: None
5.
Article VI Negative Covenants
a.
Section 6.5 Additional Negative Covenants:
(a)
Grantee may not subaward any part of the Grant without the express, prior written
approval of RUS.
6.
Article VIII Miscellaneous
a. Section 8.1 Grantee's address for purposes of notification: Copy sent to:
Dr. Belinda Anderson
Interim Director of Schools
County of Hickman
115 Murphree Avenue
Centerville, Tennessee 37033-1443
john.mullins@hickmank12.org
b. Section 8.1 RUS' copy address for purposes of notifications: Copy sent to:
Aylene Mafnas, Deputy Assistant Administrator
Portfolio Mgmt. Risk Assessment Div./RUS/USDA
Stop #1590, Room 4121 South Building
1400 Independence Avenue, SW
Washington, DC 20250-1590
TelecomPMRA@usda.gov
ATTACHMENT 1
SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS
A. Requirement for System for Award Management
Unless you are exempted from this requirement under 2 C.F.R. § 25.110, you as the recipient must maintain
current information in SAM. This includes information on your immediate and highest level owner and
subsidiaries, as well as on all of your predecessors that have been awarded a Federal contract or Federal
financial assistance within the last three years, if applicable, until you submit the final financial report required
under this Federal 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 Federal award term.
B. Requirement for Unique Entity Identifier
If you are authorized to make subawards under this Federal award, you:
a. 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 Unique Entity Identifier to you.
Subrecipients are not required to obtain an active SAM registration, but must obtain a Unique Entity
Identifier.
2. May not make a subaward to an entity unless the entity has provided its Unique Entity Identifier to you.
C. Definitions
For purposes of this award term:
1. System for Award Management (SAM) means the Federal repository into which a recipient must provide
information required for the conduct of business as a recipient. Additional information about registration
procedures may be found at the SAM Internet site (currently athttp://www.sam.gov).
2. Unique Entity Identifier means the identifier assigned by SAM to uniquely identify business entities.
3. Entity includes non-Federal entities as defined 2 C.F.R.200 and also includes all of the following for the
purposes of this part:
a. A foreign organization;
b. A foreign public entity;
c. A domestic for-profit organization; and
d. A Federal agency.
4. Subaward has the meaning given in 2 C.F.R. 200.1.
5. Subrecipient has the meaning given in 2 C.F.R. 200.1.
ATTACHMENT 2
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.l. of this award term to http://www.fsrs.gov.
PLEASE NOTE: Currently underway is a consolidation of eight federal procurement systems, including the
Sub-award Reporting System (FSRS), into one system, the System for Award Management (SAM).
Therefore, please note that the Sub-award Reporting System (FSRS) will soon be consolidated into and
accessed through SAM.gov.
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 C.F.R. §
170.320 (and subawards); and
(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, as defined at 2 C.F.R. §
170.320 (and subawards); and
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.sam.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 procurement contracts (and
subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. §
170.320 (and subawards); and
(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 C.F.R. 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 2 C.F.R. part 200, Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards).
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 C.F.R. §
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.
RUS Project Designation:
TN0780-A16
DISTANCE LEARNING AND TELEMEDICINE
GRANT AGREEMENT
dated as of December 16, 2025 between
COUNTY OF HICKMAN,
as Grantee
and
THE UNITED STATES OF AMERICA
as Grantor
UNITED STATES DEPARTMENT OF AGRICULTURE RURAL UTILITIES SERVICE
DISTANCE LEARNING AND TELEMEDICINE GRANT AGREEMENT
THIS DISTANCE LEARNING AND TELEMEDICINE GRANT AGREEMENT (this
"Agreement,") dated as of December 16, 2025, between COUNTY OF HICKMAN, as Grantee
(hereinafter the "Grantee,") a Public Body existing under the laws of Tennessee, and the UNITED
STATES OF AMERICA, as Grantor (hereinafter the "Government,") acting through the
Administrator of the Rural Utilities Service ("RUS.")
WHEREAS, the Grantee has applied for financial assistance ("Application") to RUS to finance a
Project providing distance learning and/or telemedicine services in rural areas as described in a scope of work
plan (the scope of work plan and any revisions thereto, all as approved in writing by RUS, hereinafter the
"Scope of Work Plan;")
WHEREAS, RUS is willing to extend financial assistance, in the form of a grant (the "Grant") to
the Grantee, pursuant to Title VII of the Federal Agriculture Improvement and Reform Act of 1996 (7 U.S.C.
§ 950aaa), the Notice of Funding Opportunity ("NOFO") published on www.grants.gov on January 6, 2025,
and all applicable federal regulations, on the terms and conditions stated herein; and
WHEREAS, the Grantee is willing to secure its other obligations to RUS on the terms stated herein;
THEREFORE, for and in consideration of the premises and the mutual covenants herein contained,
the parties agree and bind themselves as follows:
ARTICLE I - DEFINITIONS
SECTION 1.1 Definitions
The terms defined herein include both the plural and the singular. Unless otherwise specifically
provided, all accounting terms not otherwise defined herein shall have the meanings assigned to them, and
all determinations and computations herein provided for shall be made in accordance with Accounting
Requirements.
"Accounting Requirements" shall mean compliance with U.S. Generally Accepted Accounting
Principles (GAAP) acceptable to RUS as well as compliance with the requirements of 2 C.F.R. part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (and
by adoption, 48 C.F.R. § 31.2 of the Federal Acquisition Regulations).
"Advance" or "Advances" shall mean an advance or advances made by RUS pursuant to this
Agreement.
"Application" shall have the meaning as defined in the second paragraph hereof.
"DLT Regulations" shall mean the specific RUS Regulations promulgated at 7 C.F.R. part 1734,
Distance Learning and Telemedicine Loan and Grant Program, as amended from time to time.
"Expiration Date" shall have the meaning as defined in Section 3.1(b) hereof.
"Laws" shall have the meaning as defined in Section 2.1(e) hereof.
"Matching Contribution" shall have the meaning as defined in Section 4.2(d) hereof.
"Project" shall have the meaning as defined in Section 3.2(a) hereof.
"Release of Funds Date" shall mean the date funds are first made available as evidenced by the
notice sent by the Agency to the Awardee.
"RUS Regulations" shall mean the rules, regulations and bulletins of general applicability published
by RUS from time to time, as such rules, regulations and bulletins exist at the date of applicability thereof,
and shall also include any rule and regulations of other Federal entities which RUS is required by law to
implement. Any reference to specific RUS Regulations shall mean the version of and cite to such regulation
effective at the date of applicability thereof.
"Scope of Work Plan" shall have the meaning as defined in the second paragraph of this Agreement.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Representations and Warranties of Grantee
Recognizing that RUS is relying hereon, the Grantee represents and warrants, as of the date of this
Agreement, as follows:
(a)
Organization; Power, Etc. The Grantee: (i) is the type of organization specified in the first
paragraph hereof, duly organized, validly existing, and in good standing under the laws of
the State identified in the first paragraph hereof; (ii) is duly qualified to do business and is
in good standing in each jurisdiction in which the transaction of its business make such
qualification necessary; (iii) has all requisite and legal power to own and operate its assets
and to carry on its business and to enter into and perform its obligations under this
Agreement; (iv) has duly and lawfully obtained and maintained all material licenses,
certificates, permits, authorizations and approvals which are necessary to the conduct of its
business or required by applicable Laws; and (v) is eligible to obtain the financial
assistance from RUS contemplated by this Agreement.
(b)
Authority. The execution, delivery and performance by the Grantee of this Agreement and
the performance of the transactions contemplated hereby have been duly authorized by all
necessary action and do not violate any provision of law or any charter, articles of
incorporation, organizational documents or bylaws of the Grantee or result in a breach of,
or constitute a default under, any agreement, security agreement, note or other instrument
to which the Grantee is a party or by which it may be bound. The Grantee has not received
any notice from any other party to any of the foregoing that a default has occurred or that
any event or condition exists that with the giving of notice or lapse of time or both would
constitute such a default.
(c)
Consents. No consent, approval, authorization, order, filing, qualification, license, or
permit of any governmental authority is necessary in connection with the execution,
delivery, performance or enforcement of this Agreement, except such as have been
obtained and are in full force and effect.
(d)
Binding Agreement. This Agreement is, when executed and delivered, the legal, valid, and
binding obligation of the Grantee, enforceable in accordance with its terms, subject only to
limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally.
(e)
Compliance with Laws. The Grantee is in compliance in all material respects with all
federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively,
"Laws.")
(f)
Information Submitted with Application. All information, reports, and other documents and
data submitted to RUS in connection with the Application were, at the time the same were
furnished, complete, and correct in all material respects. Any financial statements or data
submitted to RUS in connection with the Application present fairly, in all material respects,
the financial position of the Grantee and the results of its operations in conformity with
Accounting Requirements. Since the date thereof, there has been no material adverse
change in the financial condition or operations of the Grantee.
(g)
Principal Place of Business. The principal place of business and chief executive office of
the Grantee is at the address specified in Schedule I hereto.
(h)
Ratification. By executing this Agreement, the Grantee affirms and ratifies all statements,
representations and written documents that it has submitted to RUS in connection with the
Grant.
(i)
Recipient and Subrecipient Reporting. The Grantee has the necessary processes and
systems in place to comply with the reporting requirements for first-tier, sub-awards, and
executive compensation under the Federal Funding Accountability and Transparency Act
of 2006, unless Grantee is exempt from such reporting requirements pursuant to 2 C.F.R.
part 170.
ARTICLE III - THE GRANT
SECTION 3.1
Grant Amount and Expiration Date
(a)
Grant Amount. RUS agrees to make and the Grantee agrees to accept, on the terms and
conditions stated in this Agreement, the Grant, in the maximum amount specified in
Schedule I hereto.
(b)
Expiration Date. The Grant, and the obligation of RUS to advance the Grant, or any portion
thereof, shall expire on a date three (3) years from the Release of Funds date (the "Expiration
Date"). No portion of the Grant will be advanced by RUS to the Grantee after the
Expiration Date. RUS, in its sole discretion, may approve a one-time extension of the
Expiration Date, not to exceed 12 months, provided that the Grantee notify RUS, in writing at
least ten days prior to the Expiration Date, of the reasons and need for an extension, together
with a suggested, revised Expiration Date.
SECTION 3.2
Project
(a)
Grant Purpose. The Grant has been made solely to finance the project specifically
described in the Application and Scope of Work Plan (hereinafter the "Project") to furnish
or improve distance learning and/or telemedicine services in rural areas.
(b)
Changes to Project. The Grantee shall obtain the prior written approval of RUS for any
material change to the scope, budget, design, construction, delivery of services, or
objectives of the Project, including, but not limited to any changes to discrete budget line
items, or the amount of Grant funds allocated thereto, within the overall Project. Such
approved material changes shall be set forth in a revised Scope of Work Plan submitted to
RUS.
ARTICLE IV - CONDITIONS OF FUNDING
SECTION 4.1
General Conditions
In connection with the execution and delivery of this Agreement, each of the following conditions
shall be satisfied (all documents, certificates and other evidence of such conditions are to be satisfactory to
RUS in its discretion):
(a)
Legal Matters. All legal matters incident to the consummation of the transactions hereby
contemplated shall be satisfactory to counsel for RUS.
(b)
Executed Grant Agreement. RUS shall receive duly executed originals of this Agreement.
(c)
Articles of Incorporation, Charter, Bylaws and Organizational Documents. With respect
to corporate and cooperative grantees, RUS shall have received copies of the Grantee's
articles of incorporation or charter and bylaws. With respect to limited liability companies
or similar grantees, RUS shall have received copies of the Grantee's organization
documents.
(d)
Authorizations. RUS shall have received evidence satisfactory to it that all documents and
proceedings of the Grantee necessary for duly authorizing the execution, delivery and
performance of this Agreement have been obtained and are in full force and effect.
(e)
Approvals. RUS shall have received evidence satisfactory to it that the Grantee has duly
registered when and where required by law with all state, Federal and other public
authorities and regulatory bodies and obtained all authorizations, certificates, permits,
licenses, franchises and approvals necessary for, or required as a condition of, the validity
and enforceability of this Agreement and for the construction and operation of the Project.
(f)
Opinion of Counsel. For Grants in the amount of $500,000 or more, RUS shall receivean
opinion of counsel for the Grantee, licensed in the Grantee's state of incorporation, in form
and content acceptable to RUS.
(g)
ACH. That Grantee agrees to use of the Automated Clearing House (ACH) Payment
System that deposits funds directly into the bank account Grantee designates.
SECTION 4.2
Conditions to Advances
The obligations of RUS to approve any Advance of the Grant is subject to the satisfaction of each
of the following conditions precedent on or before the date of such Advance (all documents, certificates and
other evidence of such conditions precedent are to be satisfactory to RUS in its discretion):
(a)
Continuing Representations and Warranties. That the representations and warranties of the
Grantee contained in this Agreement be true and correct on and as of the date of such
Advance as though made on and as of such date.
(b)
Requisitions and Supporting Documentation. That RUS shall have received not more
frequently than once a month, a completed Standard Form 270, Request for Advance or
Reimbursement (hereinafter "Request for Advance,") bearing the original signature of the
officer, employee, or agent of the Grantee authorized to receive, disburse, or receive and
disburse the Grant, and supporting documentation from the Grantee in accordance with
RUS Regulations and DLT Regulations. All Advances shall be limited to the minimum
amounts required for the Grantee's immediate disbursement needs and shall be requested
by the Grantee only for actual immediate cash requirements of the Grantee. All Advances
shall either be provided on a reimbursement basis, supported by documentation including,
but not limited to, paid invoices, employee timesheets or lease agreements, or based on
unpaid invoices for eligible grant purposes.
(c)
Certification of Authority. That RUS has received from the Grantee a duly authorized and
executed certification of authority designating an officer, employee, or agent of the Grantee
as the person or persons authorized to execute and submit, on behalf of the Grantee, the
Request for Advance.
(d)
Matching Contribution. Evidence that the Grantee has provided or made provision for the
entire matching contribution, as defined and set forth in 7 C.F.R. § 1734.22 ("Matching
Contribution,") to the Project as set forth on Schedule I, or that the Grantee has provided
or made provision for a pro rata Matching Contribution in an amount at least equal to the
percentage (as specified in Schedule I) of the requested Advance, which evidence may be
in the form of documentation including, but not limited to, paid invoices, employee
timesheets, lease agreements, or bank deposit slips.
(e)
Compliance with Agreement. That the Grantee is in material compliance with the
Agreement.
(f)
Additional Documents. The Grantee agrees to provide RUS with such additional
documents as RUS may request.
(g)
Additional Conditions. The Grantee has met all additional conditions specified in Schedule
I hereto.
ARTICLE V - AFFIRMATIVE COVENANTS
SECTION 5.1
Generally
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the Grantee shall
duly observe each of the affirmative covenants contained in this Article V.
SECTION 5.2 Use of Advances
The Grantee shall expend the Grant funds only for approved purposes as set forth in the DLT
Regulations, the Scope of Work Plan, the Request(s) for Advance, and in accordance with the Accounting
Requirements. The Grant shall not be expended to cover any costs incurred in connection with the Project
prior to the date of receipt by RUS of the Application. The Grantee acknowledges that RUS approval for any
Request for Advance shall not be a waiver of any provision or requirement contained or cited herein, but shall
be subject to a subsequent compliance review.
SECTION 5.3 Unused and Disallowed Advances
(a)
The Grantee shall return to RUS forthwith all or any advanced portion of the Grant not
disbursed by the Grantee for the Project or not needed to complete the Project with any
interest earned.
(b)
The Grantee shall reimburse RUS for any advanced funds whose original expenditure has
been disallowed by a RUS grant audit. Disallowances shall be satisfied, as directed by
RUS, by either administrative offset against requests for Advances or repaying the
disallowed amount directly to the United States Treasury.
SECTION 5.4
Financial Books
(a)
The Grantee shall maintain, at its premises, such books, documents, papers, or other
records and supporting documents, including, but not limited to, invoices, receipts, and bills
of sale, adequate to identify the purposes for which, and the manner in which Grant and
other funds were expended on the Project. The Grantee shall maintain all such records and
copies of forms or financial reports, submitted to RUS in connection with the Grant, for
the longest of: (i) three years from the date the Grantee submits its final Project
Performance Activity Report; (ii) three years from resolution of disputed items with RUS; or
(iii) three years from disposition of property acquired with Grant funds during the term of
the Grant.
(b)
The Grantee will maintain complete, accurate, and current disclosure of the financial
results of each Project in accordance with the DLT Regulations and Accounting
Requirements. The source and application of funds shall be readily identified by the
continuous maintenance of updated records, with all accounting records being supported
by source documentation. Established procedures shall be used for determining the
reasonableness, allowability, and allocation of costs in accordance with the DLT
Regulations and the Accounting Requirements.
SECTION 5.5
Rights of Inspection and Compliance Reviews
(a)
The Grantee shall afford RUS, the Office of Inspector General of USDA and the General
Accounting Office, through its representatives, reasonable opportunity, at all times during
business hours and upon prior notice, to have access to and right to inspect the Project, and
any and all books, records, accounts, including electronic books, records, accounts and
electronic mail messages, regardless of the physical form or characteristics, and any and
all invoices, contracts, leases, payrolls, canceled checks, statements and other documents
and papers of every kind belonging to or in any way pertaining to the Grant and to make
copies or extracts therefrom.
(b)
The Grantee shall afford RUS, reasonable opportunity, at all times during business hours
and upon prior notice, to conduct a compliance review to determine compliance with this
Agreement and to determine whether expenditures and disbursements of the Grant were
for approved purposes, and/or in accordance with the Grantee's Request(s) for Advance
and the supporting documentation thereto.
SECTION 5.6
Annual Audits
(a)
Non-Federal Entities, which include Grantees that are States, local governments, Indian
tribes, institutions of higher education, or nonprofit organizations, shall provide RUS with
an audit pursuant to 2 C.F.R. part 200, Subpart F (Audit Requirements). The Grantee must
follow subsection 200.502 in determining federal awards expended. All RUS loans impose
an ongoing compliance requirement for the purpose of determining federal awards
expended during a fiscal year. In addition, the Grantee must include the value of new
federal loans made along with any grant expenditures from all federal sources during the
Grantee's fiscal year. Therefore, the audit submission requirement for this program begins
in the Grantee's fiscal year that the loan is made and thereafter, based on the balance of
federal loan(s) at the beginning of the audit period. All required audits must be submitted
within the earlier of: (i) 30 calendar days after receipt of the auditor's report; or (ii) nine
months after the end of the Grantee's audit period.
(b)
For all other entities, Grantees shall provide RUS with an audit within 120 days after the
as of audit date in accordance with 7 C.F.R. part 1773, Policy on Audits of RUS Borrowers.
Note that with respect to Advances that contain loan funds, the audit is required after an
Advance has been made, and, thereafter, from the close of each subsequent fiscal year until
the loan is repaid in full. With respect to Advances that only contain grant funds, the audit
is required until all grant funds have been expended or rescinded. While an audit is
required, Grantees must also submit a report on compliance and internal controls over
financial reporting, as well as a report on compliance with aspects of contractual
agreements and regulatory requirements.
SECTION 5.7 Project Performance and Financial Reporting
(a)
Annual Financial Report and Project Performance Activity Report. No later than January
31st of the following year in which all or any portion of the Grant is first advanced and
continuing in subsequent years until completion of the Project, the Grantee must submit
the following information to RUS, as directed by the agency:
(i)
An annual, completed SF 425-Federal Financial Report; and
(ii)
An annual Project Performance Activity Report, which contains the following:
(A)
a comparison of actual accomplishments to the objectives established for
the period;
(B)
a description of any problems, delays, or adverse conditions which have
occurred, or are anticipated, and which may affect the attainment of
overall Project objectives, prevent the meeting of time schedules or
objectives, or preclude the attainment of particular Project work
elements during established time periods, accompanied by a statement
of action taken or planned to resolve the situation; and
(C)
objectives and timetables established for the next reporting period.
(b)
Final Financial Report and Final Project Performance Activity Report. No later than one hundred twenty
(120) days after the Expiration Date, termination of the Grant, the Project completion, or the final
disbursement of the Grant by the Grantee, whichever event occurs first, the Grantee must submit a Final
SF 425-Financial Report and a Final Project Performance Activity Report which only covers an evaluation
of the success of the Project in meeting the objectives of the program.
SECTION 5.8 Miscellaneous Information to be Provided to RUS
The Grantee shall furnish to RUS such information regarding the condition, financial or
otherwise, or operations of the Grantee as RUS may, from time to time, reasonably request.
SECTION 5.9 Obligations with Respect to the Construction, Operation and Maintenance of the
Project
(a)
Project Management and Operation. The Grantee shall be responsible for managing the
day-to-day operations of the Project and will operate the Project in an efficient and
economic manner as well as maintaining the Project in good repair. The Grantee shall
provide the service described in the Application and, if the Project is owned, leased, or
operated by participants other than the Grantee, the Grantee shall monitor such participants
and ensure the Project is operated in accordance with representations in the Application.
(b)
Construction in Accordance with Scope of Work Plan. The Grantee shall cause the Project
to be constructed and completed in accordance and within the time frame and budget set
forth in the Scope of Work Plan approved by RUS.
(c)
Procurement Requirements. The Grantee shall conduct all procurement transactions in
accordance with 2 CFR §§ 200.317-326, unless it has received written approval otherwise.
(d)
General Insurance Requirements. In addition to the fidelity bond coverage required in
Subsection 4.1(h), the Grantee shall take out and maintain insurance on the Project and any
other property acquired with the Grant in accordance with 2 C.F.R. § 200.310.
SECTION 5.10 Compliance with Laws
The Grantee will comply with all applicable federal statutes, regulations and requirements that
govern the Application, the Project, and use of federal grant funds for this Grant.
SECTION 5.11 Additional Project Funding
The Grantee shall ensure that adequate funding is in place to complete the Project and will, after
obtaining the prior written approval of RUS, obtain loans or funds or receive binding commitments for
supplemental funding in an amount needed to ensure completion of the Project.
SECTION 5.12 Matching Contribution
The Grantee shall provide the entire Matching Contribution prior to the end of the term of this
Agreement and in accordance with 2 C.F.R. § 200.306, if applicable.
SECTION 5.13 SAM Registration and Unique Entity Identifier
The Grantee shall comply with the additional requirements set forth in Attachment 1 regarding
System for Award Management (SAM) and Unique Entity Identifier. For the purposes of this Agreement the
term "you" in Attachment 1 shall mean "Grantee" as defined hereunder. The Grantee's Unique Entity
Identifier is listed in Schedule I hereto.
SECTION 5.14 Subawards and Executive Compensation
The Grantee shall comply with the additional requirements set forth in Attachment 2 regarding
Subawards, if not restricted under Section 6.4, and Executive Compensation. For the purposes of this
Agreement the term "you" in Attachment 2 shall mean "Grantee" as defined hereunder.
SECTION 5.15 Buy American
(a)
Funding to Non-Federal Entities. Awardees that are Non-Federal Entities, defined pursuant to 2 CFR
200.1 as any State, local government, Indian tribe, Institution of Higher Education, or nonprofit
organization, shall be governed by the requirements of Section 70914 of the Build America, Buy
America Act (BABAA) within the IIJA. Any requests for waiver of these requirements must be
submitted pursuant to USDA's guidance available online at https://www.usda.gov/ocfo/federal-
financial-assistance-policy/USDABuyAmericaWaiver.
(b)
Funding to All Other Entities. Awardees that are not Non-Federal Entities shall be governed by the
Agency's Buy American requirement at 7 CFR part 1787. Any requests for waiver of these
requirements must be submitted pursuant to those regulations.
SECTION 5.16 Additional Affirmative Covenants
The Grantee shall comply with the additional affirmative covenants set forth in Schedule I hereto.
ARTICLE VI - NEGATIVE COVENANTS
SECTION 6.1 General
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the Grantee shall
duly observe each of the negative covenants set forth in this Article VI.
SECTION 6.2 Contracts
The Grantee shall not, without the prior written consent of RUS, enter into any contract or contracts
for the operation or maintenance of the Project and shall not enter into any contract for the use by others of
the Project.
SECTION 6.3 Historic Preservation
The Grantee shall not, without the prior written consent of RUS, use any Advance to construct any
facility which shall involve any district, site, building, structure or object which is included in, or eligible for
inclusion in, the National Register of Historic Places maintained by the Secretary of the Interior pursuant to
the Historic Sites Act of 1935 and the National Historic Preservation Act of 1966.
SECTION 6.4 Prohibition Against Internal Confidentiality Agreements
(a)
The Grantee shall not require its employees, contractors, or subrecipients to sign or comply
with internal confidentiality agreements or statements prohibiting or otherwise restricting
them from lawfully reporting that waste, fraud, or abuse to a designated investigative or
law enforcement representative of a Federal department or agency authorized to receive
such information.
(b)
The Grantee shall notify its employees, contractors, or subrecipients that the prohibitions
and restrictions of any internal confidentiality agreements that may currently be in effect
that are inconsistent with paragraph (a) of this section are no longer in effect.
(c)
The prohibition in paragraph (a) above does not contravene requirements imposed by a
Federal department or agency governing the nondisclosure of classified information.
(d)
If RUS determines that the Grantee is not in compliance with paragraph (a) or (b) of this
section:
(1)
RUS shall cease to make Grant funds available under this Agreement and shall
prohibit the Grantee's use of Grant funds under this award; and
(2)
RUS may pursue other remedies available due to the Grantee's material failure to
comply with award terms and conditions.
SECTION 6.5 Additional Negative Covenants
The Grantee shall comply with the additional negative covenants set forth in Schedule I hereto.
ARTICLE VII - TERMINATION, SUSPENSION AND OTHER REMEDIES
SECTION 7.1
Termination of the Grant
(a)
Termination of the Grant by RUS. RUS, in its sole discretion, may terminate the Grant, in
whole or part if:
(i)
RUS does not receive this Agreement, duly executed on behalf of the Grantee,
within one hundred twenty (120) days from the date hereof;
(ii)
all conditions to the Grant, and all conditions to advance are not satisfied within
one hundred twenty (120) days from the date hereof;
(iii)
RUS has determined that the Grantee has failed to materially comply with the terms
and conditions of this Agreement;
(iv)
RUS has determined the award no longer effectuates the program goals or agency
priorities;
(v)
In the case of a partial termination by the Grantee, the RUS has determined that
the remaining portion of the award will not accomplish the purposes for which the
award was made;
(vi)
any representation or warranty made by the Grantee in the Application, Scope of
Work Plan, request for Advance, this Agreement, any certification, or other
supporting documentation thereunder, shall prove to be incorrect in any material
respect at the time made;
(vii)
the Grantee shall forfeit or otherwise be deprived of its charter, articles of
organization, franchises, permits, easements, consents, or licenses required to
carry on any material portion of its business, or an event occurs which can
reasonably be expected to result in its dissolution or termination;
(viii)
a court having proper jurisdiction shall enter a decree or order for relief with
respect to the Grantee in an involuntary case under any applicable bankruptcy,
insolvency, or other similar law now or hereafter in effect: (A) appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official
or (B) ordering the winding up or liquidation of its affairs; or the Grantee shall
commence a voluntary case under any applicable bankruptcy insolvency or other
similar law now or hereafter in effect, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian or trustee, of a substantial
part of its property, or make any general assignment for the benefit of creditors;
and/or
(ix)
Grantee has filed for dissolution or liquidation, or upon the dissolution or
liquidation of the Grantee.
(b)
Termination of the Grant by the Grantee. The Grantee may terminate the Grant by providing
written notification to RUS, setting forth the reasons for such termination, the effective date,
and, in the case of a partial termination, the portion of Grant funds to be terminated. In the
case of a partial termination, if RUS determines that the remaining portion of the Grant will
not accomplish the Project, then RUS may terminate the Grant in its entirety, and request
reimbursement of all advanced Grant funds.
(c)
Mutual Termination of the Grant. RUS and the Grantee may mutually agree, in writing, to
terminate the Grant upon certain conditions, specifying the effective date of the termination,
and in the case of a partial termination of the Grant, any unadvanced portion of the Grant to
be terminated and any advanced portion of the Grant to be returned to RUS.
(d)
Effect of Termination. Upon termination of the Grant: (1) the Grantee shall not incur any
new obligations after the effective date of the termination with respect to the Grant, (2) the
Grantee shall cancel as many outstanding obligations as possible, and seek to mitigate the
costs of any outstanding obligations, and (3) any unadvanced portion of the Grant not
required for Approved Purposes shall not be available for advance by RUS and any
advanced portion of the Grant not required by the Grantee for Approved Purposes or for
completion of the Project shall be immediately returned to RUS.
(e)
Notice of Termination. Written notice of termination shall be sent to the Grantee as
provided for in Section 8.1 hereof, setting forth the reason(s) for termination, which
termination shall be effective as of the date of receipt of such notice.
SECTION 7.2 Suspension of Advances
RUS may suspend the Grant, in whole or in part, for the reasons specified in Section 7.1 hereof as
a basis for Grant termination.
(a)
Suspension Procedure. RUS shall issue to the Grantee a suspension notice stating the
reasons for the suspension, any corrective action required to be taken by the Grantee and
the effective date of the suspension. The suspension shall remain in effect until the Grantee
has taken all corrective actions required by RUS and RUS terminates the suspension.
(b)
Effect of Suspension. New obligations shall not be incurred by the Grantee during the
suspension, following the date of notice of suspension, unless specifically authorized by
RUS, in writing. RUS will allow necessary allowable costs which the Grantee could not
reasonably avoid during the suspension, if the obligations were properly incurred prior to
the date of the suspension and not in anticipation of the suspension or termination. During
the suspension, appropriate adjustments shall be made to the Grant by RUS in order that
credit not be given to the Grantee for disbursements made in payment of unauthorized
obligations incurred by the Grantee during the suspension. RUS may also make
adjustments by disallowing all or part of the costs of the Project that are not in compliance
with this Agreement or RUS may withhold subsequent Advances.
SECTION 7.3 Misrepresentation and Misappropriation
(a)
Upon a determination by RUS that the Grantee did not utilize the Grant in the manner and
exclusively for the Project as approved by RUS, RUS may, in its sole discretion:
(i)
Disallow all or a part of the expenditures and disbursements of the Grant and
require the Grantee to deposit such funds in an account to be applied toward other
approved Project purposes or to reimburse the Government;
(ii)
Suspend making Advances; and/or
(iii)
Take any other action RUS determines to be necessary including, without
limitation, exercising any right or remedy available herein or at law.
(b)
If any representation or warranty made by the Grantee in the Application, Scope of Work
Plan, request for Advance, this Agreement, any certification, or other supporting
documentation thereunder shall prove to be incorrect in any material respect at the time
made, RUS may, in its sole discretion:
(i)
Suspend making Advances;
(ii)
Require the Grantee to reimburse the Government for all or any part of the Grant;
(iii)
Terminate the Grant; and/or
(iv)
Take any other action RUS determines to be necessary including, without
limitation, exercising any right or remedy available herein or at law.
ARTICLE VIII - MISCELLANEOUS
SECTION 8.1 Notices
All notices, requests and other communications provided for herein including, without limitation,
any modifications of, or waivers, requests or consents under, this Agreement shall be given or made in writing
(including, without limitation, by telecopy) and delivered to the intended recipient at the "Address for
Notices" specified below; or, as to any party, at such other address as shall be designated by such party in a
notice to each other party. Receipt of all such communications shall be deemed to have occurred when
transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case
given or addressed as provided for herein. The Addresses for Notices of the respective parties are as follows:
RUS
Grantee
Rural Utilities Service
See Schedule I
United States Department of Agriculture
1400 Independence Avenue, S.W.
Washington, D.C. 20250-1590
Attention: Administrator
With a copy to:
With a copy to:
See Schedule I
See Schedule I
SECTION 8.2 Expenses
To the extent allowed by law, the Grantee shall pay all costs and expenses of RUS, including
reasonable fees of counsel, incurred in connection with the enforcement of the Agreement or with the
preparation for such enforcement if RUS has reasonable grounds to believe that such enforcement may be
necessary.
SECTION 8.3 No Waiver
No failure on the part of RUS to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof nor shall any single or partial exercise by RUS of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right.
SECTION 8.4 Governing Law
This Agreement shall be governed by and construed in accordance with applicable federal law, and
in the absence of controlling federal law, by the laws of the State identified in the first paragraph herein,
except those that would render such choice of law ineffective.
SECTION 8.5 Successors and Assigns
(a)
This Agreement shall be binding upon and inure to the benefit of the Grantee and RUS and
their respective successors and assigns, except that the Grantee may not assign or transfer
its rights or obligations hereunder without the prior written consent of RUS.
(b)
Pursuant to federal claims collection laws, RUS' claims hereunder may be transferred to
other agencies of the United States of America; in the event of such transfer, all security
interests, rights and remedies hereby granted or conferred on RUS shall pass to and inure
to the benefit of any such successor agency.
SECTION 8.6 Complete Agreement; Waivers and Amendments
Subject to RUS Regulations, this Agreement is intended by the parties to be a complete and final
expression of their agreement. However, RUS reserves the right to waive its rights to compliance with any
provision of this Agreement. No amendment, modification, or waiver of any provision hereof, and no consent
to any departure of the Grantee herefrom, shall be effective unless approved in writing by RUS in the form
of either a RUS Regulation or other writing signed by or on behalf of RUS, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.
SECTION 8.7 Headings
The headings and sub-headings contained in the titling of this Agreement are intended to be used
for convenience only and do not constitute part of this Agreement.
SECTION 8.8 Severability
If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be
found or held invalid or unenforceable by any governmental agency or court of competent jurisdiction, such
invalidity or unenforceability shall not affect the remainder of such term, provision or condition nor any other
term, provision or condition, and this Agreement shall survive and be construed as if such invalid or
unenforceable term, provision or condition had not been contained therein.
SECTION 8.9 Schedules and Attachments
Each Schedule and Attachment attached hereto and referred to herein is each an integral part of this
Agreement.
SECTION 8.10 Authority of Representatives of RUS
In the case of any consent, approval or waiver from RUS that is required under this Agreement, such
consent, approval or waiver must be in writing and signed by an authorized RUS representative to be
effective. As used in this section, "authorized RUS representative" means the Administrator of RUS, and also
means a person to whom the Administrator has officially delegated specific or general authority to take the
action in question.
SECTION 8.11 Amendment of Laws and RUS Regulations
Nothing contained herein shall restrict in any way RUS' right to amend, rescind or supplement any
of the RUS Regulations or to seek such changes to existing Laws.
SECTION 8.12 Interest on Disallowed Amounts
Disallowed and reimbursable Advance amounts hereunder shall accrue interest payable to RUS from
the date RUS delivers to the Grantee a written demand for payment. Interest shall accrue at a rate equal to the
lesser of (a) twelve percent (12%) per annum or (b) the maximum interest rate permissible by law.
Termination of the Grant will not affect the right of RUS to disallow expenditures and recover, in full, any
amount on the basis of a subsequent audit or other review or the Grantee's obligation to return any disallowed
expenditures.
SECTION 8.13 No Third-Party Beneficiary
This Agreement is exclusively between RUS and the Grantee and does not nor is intended to create any
privity of contract with any other party not a party hereto, nor to imply a contract in law or fact. Any funds
advanced by RUS to the Grantee are intended to finance the Grantee's Project. Any approvals given by RUS to
the Grantee are solely for the benefit of RUS. RUS is not obligated to advance grant funds on any contract, or
otherwise, between the Grantee and any other party, nor intends to assume, at any time, direct obligations for
payment for work, goods, or other performance under such contracts. The obligation to pay any amounts due
under such contracts is solely the responsibility of the Grantee. Nothing herein, express or implied, is intended
to, or shall confer upon, any other person any right, benefit, or remedy of any nature whatsoever under or by
reason of the Grant Agreement between RUS and the Grantee.
SECTION 8.14 Disposition of Grant Property
Unless otherwise agreed to in writing by RUS, any and all dispositions of Grant property shall be
made in accordance with federal regulations at 2 C.F.R. part 200.
SECTION 8.15 Term
This Agreement shall remain in effect until one of the following three events has occurred:
(a)
The Grantee and RUS replace this Agreement with another written agreement;
(b)
All of the Grantee's obligations under this Agreement have been discharged; or
(c)
This Agreement has been terminated pursuant to the provisions of Article VII hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.
COUNTY OF HICKMAN
by:
[Digital (or Electronic) Signature]
[Name, Position - Please Print]
UNITED STATES OF AMERICA
KARL
Digitally signed by KARL
ELMSHAEUSER
ELMSHAEUSER
Date: 2025.12.30 08:55:43-05'00'
by Administrator of the Rural Utilities Service
[Digital Signature]
SCHEDULE I
1.
Article II Representations and Warranties
a. Section 2.1(g) Grantee's address:
County of Hickman
115 Murphree Avenue
Centerville, Tennessee 37033-1443
2.
Article III The Grant
a. Section 3.1(a) Maximum Grant Amount: $532,328
3.
Article IV Conditions of Grant Funds Release
a. Section 4.2(d) Matching Contribution amount is $79,926
b. Section 4.2(d) Matching Contribution shall be equal to at least 15.01% of each Advance (with credit given
for those contributions exceeding 15.01% toward the next Advance). Evidence that the pro-rata share of the
Matching Contribution has been made or will be made must be presented with the request for each Advance.
c. Section 4.2(g) Additional Conditions:
4.
Article V Affirmative Covenants
a. Section 5.14 Grantee's Unique Entity Identifier: U6DSGBRPSWN5
b. Section 5.16 Additional Affirmative Covenants: None
5.
Article VI Negative Covenants
a. Section 6.5 Additional Negative Covenants:
(a)
Grantee may not subaward any part of the Grant without the express, prior written
approval of RUS.
6.
Article VIII Miscellaneous
a. Section 8.1 Grantee's address for purposes of notification: Copy sent to:
Dr. Belinda Anderson
Interim Director of Schools
County of Hickman
115 Murphree Avenue
Centerville, Tennessee 37033-1443
john.mullins@hickmank12.org
b. Section 8.1 RUS' copy address for purposes of notifications: Copy sent to:
Aylene Mafnas, Deputy Assistant Administrator
Portfolio Mgmt. Risk Assessment Div./RUS/USDA
Stop #1590, Room 4121 South Building
1400 Independence Avenue, SW
Washington, DC 20250-1590
TelecomPMRA@usda.gov
ATTACHMENT 1
SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS
A. Requirement for System for Award Management
Unless you are exempted from this requirement under 2 C.F.R. § 25.110, you as the recipient must maintain
current information in SAM. This includes information on your immediate and highest level owner and
subsidiaries, as well as on all of your predecessors that have been awarded a Federal contract or Federal
financial assistance within the last three years, if applicable, until you submit the final financial report required
under this Federal 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 Federal award term.
B. Requirement for Unique Entity Identifier
If you are authorized to make subawards under this Federal award, you:
a. 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 Unique Entity Identifier to you.
Subrecipients are not required to obtain an active SAM registration, but must obtain a Unique Entity
Identifier.
2. May not make a subaward to an entity unless the entity has provided its Unique Entity Identifier toyou.
C. Definitions
For purposes of this award term:
1. System for Award Management (SAM) means the Federal repository into which a recipient must provide
information required for the conduct of business as a recipient. Additional information about registration
procedures may be found at the SAM Internet site (currently athttp://www.sam.gov).
2. Unique Entity Identifier means the identifier assigned by SAM to uniquely identify business entities.
3. Entity includes non-Federal entities as defined 2 C.F.R.200 and also includes all of the following for the
purposes of this part:
a. A foreign organization;
b. A foreign public entity;
c. A domestic for-profit organization; and
d. A Federal agency.
4. Subaward has the meaning given in 2 C.F.R. 200.1.
5. Subrecipient has the meaning given in 2 C.F.R. 200.1.
ATTACHMENT 2
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.l. of this award term to http://www.fsrs.gov.
PLEASE NOTE: Currently underway is a consolidation of eight federal procurement systems, including the
Sub-award Reporting System (FSRS), into one system, the System for Award Management (SAM).
Therefore, please note that the Sub-award Reporting System (FSRS) will soon be consolidated into and
accessed through SAM.gov.
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 C.F.R. §
170.320 (and subawards); and
(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, as defined at 2 C.F.R. §
170.320 (and subawards); and
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.sam.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 procurement contracts (and
subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. §
170.320 (and subawards); and
(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 C.F.R. 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 2 C.F.R. part 200, Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards).
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 C.F.R. §
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.
RUS Project Designation:
TN0780-A16
DISTANCE LEARNING AND TELEMEDICINE
GRANT AGREEMENT
dated as of December 16, 2025 between
COUNTY OF HICKMAN,
as Grantee
and
THE UNITED STATES OF AMERICA
as Grantor
UNITED STATES DEPARTMENT OF AGRICULTURE RURAL UTILITIES SERVICE
DISTANCE LEARNING AND TELEMEDICINE GRANT AGREEMENT
THIS DISTANCE LEARNING AND TELEMEDICINE GRANT AGREEMENT (this
"Agreement,") dated as of December 16, 2025, between COUNTY OF HICKMAN, as Grantee
(hereinafter the "Grantee,") a Public Body existing under the laws of Tennessee, and the UNITED
STATES OF AMERICA, as Grantor (hereinafter the "Government,") acting through the
Administrator of the Rural Utilities Service ("RUS.")
WHEREAS, the Grantee has applied for financial assistance ("Application") to RUS to finance a
Project providing distance learning and/or telemedicine services in rural areas as described in a scope of work
plan (the scope of work plan and any revisions thereto, all as approved in writing by RUS, hereinafter the
"Scope of Work Plan;")
WHEREAS, RUS is willing to extend financial assistance, in the form of a grant (the "Grant") to
the Grantee, pursuant to Title VII of the Federal Agriculture Improvement and Reform Act of 1996 (7 U.S.C.
§ 950aaa), the Notice of Funding Opportunity ("NOFO") published on www.grants.gov on January 6, 2025,
and all applicable federal regulations, on the terms and conditions stated herein; and
WHEREAS, the Grantee is willing to secure its other obligations to RUS on the terms stated herein;
THEREFORE, for and in consideration of the premises and the mutual covenants herein contained,
the parties agree and bind themselves as follows:
ARTICLE I - DEFINITIONS
SECTION 1.1 Definitions
The terms defined herein include both the plural and the singular. Unless otherwise specifically
provided, all accounting terms not otherwise defined herein shall have the meanings assigned to them, and
all determinations and computations herein provided for shall be made in accordance with Accounting
Requirements.
"Accounting Requirements" shall mean compliance with U.S. Generally Accepted Accounting
Principles (GAAP) acceptable to RUS as well as compliance with the requirements of 2 C.F.R. part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (and
by adoption, 48 C.F.R. § 31.2 of the Federal Acquisition Regulations).
"Advance" or "Advances" shall mean an advance or advances made by RUS pursuant to this
Agreement.
"Application" shall have the meaning as defined in the second paragraph hereof.
"DLT Regulations" shall mean the specific RUS Regulations promulgated at 7 C.F.R. part 1734,
Distance Learning and Telemedicine Loan and Grant Program, as amended from time to time.
"Expiration Date" shall have the meaning as defined in Section 3.1(b) hereof.
"Laws" shall have the meaning as defined in Section 2.1(e) hereof.
"Matching Contribution" shall have the meaning as defined in Section 4.2(d) hereof.
"Project" shall have the meaning as defined in Section 3.2(a) hereof.
"Release of Funds Date" shall mean the date funds are first made available as evidenced by the
notice sent by the Agency to the Awardee.
"RUS Regulations" shall mean the rules, regulations and bulletins of general applicability published
by RUS from time to time, as such rules, regulations and bulletins exist at the date of applicability thereof,
and shall also include any rule and regulations of other Federal entities which RUS is required by law to
implement. Any reference to specific RUS Regulations shall mean the version of and cite to such regulation
effective at the date of applicability thereof.
"Scope of Work Plan" shall have the meaning as defined in the second paragraph of this Agreement.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
SECTION
2.1 Representations and Warranties of Grantee
Recognizing that RUS is relying hereon, the Grantee represents and warrants, as of the date of this
Agreement, as follows:
(a)
Organization; Power, Etc. The Grantee: (i) is the type of organization specified in the first
paragraph hereof, duly organized, validly existing, and in good standing under the laws of
the State identified in the first paragraph hereof; (ii) is duly qualified to do business and is
in good standing in each jurisdiction in which the transaction of its business make such
qualification necessary; (iii) has all requisite and legal power to own and operate its assets
and to carry on its business and to enter into and perform its obligations under this
Agreement; (iv) has duly and lawfully obtained and maintained all material licenses,
certificates, permits, authorizations and approvals which are necessary to the conduct of its
business or required by applicable Laws; and (v) is eligible to obtain the financial
assistance from RUS contemplated by this Agreement.
(b)
Authority. The execution, delivery and performance by the Grantee of this Agreement and
the performance of the transactions contemplated hereby have been duly authorized by all
necessary action and do not violate any provision of law or any charter, articles of
incorporation, organizational documents or bylaws of the Grantee or result in a breach of,
or constitute a default under, any agreement, security agreement, note or other instrument
to which the Grantee is a party or by which it may be bound. The Grantee has not received
any notice from any other party to any of the foregoing that a default has occurred or that
any event or condition exists that with the giving of notice or lapse of time or both would
constitute such a default.
(c)
Consents. No consent, approval, authorization, order, filing, qualification, license, or
permit of any governmental authority is necessary in connection with the execution,
delivery, performance or enforcement of this Agreement, except such as have been
obtained and are in full force and effect.
(d)
Binding Agreement. This Agreement is, when executed and delivered, the legal, valid, and
binding obligation of the Grantee, enforceable in accordance with its terms, subject only to
limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally.
(e)
Compliance with Laws. The Grantee is in compliance in all material respects with all
federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively,
"Laws.")
(f)
Information Submitted with Application. All information, reports, and other documents and
data submitted to RUS in connection with the Application were, at the time the same were
furnished, complete, and correct in all material respects. Any financial statements or data
submitted to RUS in connection with the Application present fairly, in all material respects,
the financial position of the Grantee and the results of its operations in conformity with
Accounting Requirements. Since the date thereof, there has been no material adverse
change in the financial condition or operations of the Grantee.
(g)
Principal Place of Business. The principal place of business and chief executive office of
the Grantee is at the address specified in Schedule I hereto.
(h)
Ratification. By executing this Agreement, the Grantee affirms and ratifies all statements,
representations and written documents that it has submitted to RUS in connection with the
Grant.
(i)
Recipient and Subrecipient Reporting. The Grantee has the necessary processes and
systems in place to comply with the reporting requirements for first-tier, sub-awards, and
executive compensation under the Federal Funding Accountability and Transparency Act
of 2006, unless Grantee is exempt from such reporting requirements pursuant to 2 C.F.R.
part 170.
ARTICLE III - THE GRANT
SECTION 3.1
Grant Amount and Expiration Date
(a)
Grant Amount. RUS agrees to make and the Grantee agrees to accept, on the terms and
conditions stated in this Agreement, the Grant, in the maximum amount specified in
Schedule I hereto.
(b)
Expiration Date. The Grant, and the obligation of RUS to advance the Grant, or any portion
thereof, shall expire on a date three (3) years from the Release of Funds date (the "Expiration
Date"). No portion of the Grant will be advanced by RUS to the Grantee after the
Expiration Date. RUS, in its sole discretion, may approve a one-time extension of the
Expiration Date, not to exceed 12 months, provided that the Grantee notify RUS, in writing at
least ten days prior to the Expiration Date, of the reasons and need for an extension, together
with a suggested, revised Expiration Date.
SECTION 3.2
Project
(a)
Grant Purpose. The Grant has been made solely to finance the project specifically
described in the Application and Scope of Work Plan (hereinafter the "Project") to furnish
or improve distance learning and/or telemedicine services in rural areas.
(b)
Changes to Project. The Grantee shall obtain the prior written approval of RUS for any
material change to the scope, budget, design, construction, delivery of services, or
objectives of the Project, including, but not limited to any changes to discrete budget line
items, or the amount of Grant funds allocated thereto, within the overall Project. Such
approved material changes shall be set forth in a revised Scope of Work Plan submitted to
RUS.
ARTICLE IV - CONDITIONS OF FUNDING
SECTION 4.1
General Conditions
In connection with the execution and delivery of this Agreement, each of the following conditions
shall be satisfied (all documents, certificates and other evidence of such conditions are to be satisfactory to
RUS in its discretion):
(a)
Legal Matters. All legal matters incident to the consummation of the transactions hereby
contemplated shall be satisfactory to counsel for RUS.
(b)
Executed Grant Agreement. RUS shall receive duly executed originals of this Agreement.
(c)
Articles of Incorporation, Charter, Bylaws and Organizational Documents. With respect
to corporate and cooperative grantees, RUS shall have received copies of the Grantee's
articles of incorporation or charter and bylaws. With respect to limited liability companies
or similar grantees, RUS shall have received copies of the Grantee's organization
documents.
(d)
Authorizations. RUS shall have received evidence satisfactory to it that all documents and
proceedings of the Grantee necessary for duly authorizing the execution, delivery and
performance of this Agreement have been obtained and are in full force and effect.
(e)
Approvals. RUS shall have received evidence satisfactory to it that the Grantee has duly
registered when and where required by law with all state, Federal and other public
authorities and regulatory bodies and obtained all authorizations, certificates, permits,
licenses, franchises and approvals necessary for, or required as a condition of, the validity
and enforceability of this Agreement and for the construction and operation of the Project.
(f)
Opinion of Counsel. For Grants in the amount of $500,000 or more, RUS shall receivean
opinion of counsel for the Grantee, licensed in the Grantee's state of incorporation, in form
and content acceptable to RUS.
(g)
ACH. That Grantee agrees to use of the Automated Clearing House (ACH) Payment
System that deposits funds directly into the bank account Grantee designates.
SECTION 4.2
Conditions to Advances
The obligations of RUS to approve any Advance of the Grant is subject to the satisfaction of each
of the following conditions precedent on or before the date of such Advance (all documents, certificates and
other evidence of such conditions precedent are to be satisfactory to RUS in its discretion):
(a)
Continuing Representations and Warranties. That the representations and warranties of the
Grantee contained in this Agreement be true and correct on and as of the date of such
Advance as though made on and as of such date.
(b)
Requisitions and Supporting Documentation. That RUS shall have received not more
frequently than once a month, a completed Standard Form 270, Request for Advance or
Reimbursement (hereinafter "Request for Advance,") bearing the original signature of the
officer, employee, or agent of the Grantee authorized to receive, disburse, or receive and
disburse the Grant, and supporting documentation from the Grantee in accordance with
RUS Regulations and DLT Regulations. All Advances shall be limited to the minimum
amounts required for the Grantee's immediate disbursement needs and shall be requested
by the Grantee only for actual immediate cash requirements of the Grantee. All Advances
shall either be provided on a reimbursement basis, supported by documentation including,
but not limited to, paid invoices, employee timesheets or lease agreements, or based on
unpaid invoices for eligible grant purposes.
(c)
Certification of Authority. That RUS has received from the Grantee a duly authorized and
executed certification of authority designating an officer, employee, or agent of the Grantee
as the person or persons authorized to execute and submit, on behalf of the Grantee, the
Request for Advance.
(d)
Matching Contribution. Evidence that the Grantee has provided or made provision for the
entire matching contribution, as defined and set forth in 7 C.F.R. § 1734.22 ("Matching
Contribution,") to the Project as set forth on Schedule I, or that the Grantee has provided
or made provision for a pro rata Matching Contribution in an amount at least equal to the
percentage (as specified in Schedule I) of the requested Advance, which evidence may be
in the form of documentation including, but not limited to, paid invoices, employee
timesheets, lease agreements, or bank deposit slips.
(e)
Compliance with Agreement. That the Grantee is in material compliance with the
Agreement.
(f)
Additional Documents. The Grantee agrees to provide RUS with such additional
documents as RUS may request.
(g)
Additional Conditions. The Grantee has met all additional conditions specified in Schedule
I hereto.
ARTICLE V - AFFIRMATIVE COVENANTS
SECTION 5.1
Generally
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the Grantee shall
duly observe each of the affirmative covenants contained in this Article V.
SECTION 5.2 Use of Advances
The Grantee shall expend the Grant funds only for approved purposes as set forth in the DLT
Regulations, the Scope of Work Plan, the Request(s) for Advance, and in accordance with the Accounting
Requirements. The Grant shall not be expended to cover any costs incurred in connection with the Project
prior to the date of receipt by RUS of the Application. The Grantee acknowledges that RUS approval for any
Request for Advance shall not be a waiver of any provision or requirement contained or cited herein, but shall
be subject to a subsequent compliance review.
SECTION 5.3 Unused and Disallowed Advances
(a)
The Grantee shall return to RUS forthwith all or any advanced portion of the Grant not
disbursed by the Grantee for the Project or not needed to complete the Project with any
interest earned.
(b)
The Grantee shall reimburse RUS for any advanced funds whose original expenditure has
been disallowed by a RUS grant audit. Disallowances shall be satisfied, as directed by
RUS, by either administrative offset against requests for Advances or repaying the
disallowed amount directly to the United States Treasury.
SECTION 5.4
Financial Books
(a)
The Grantee shall maintain, at its premises, such books, documents, papers, or other
records and supporting documents, including, but not limited to, invoices, receipts, and bills
of sale, adequate to identify the purposes for which, and the manner in which Grant and
other funds were expended on the Project. The Grantee shall maintain all such records and
copies of forms or financial reports, submitted to RUS in connection with the Grant, for
the longest of: (i) three years from the date the Grantee submits its final Project
Performance Activity Report; (ii) three years from resolution of disputed items with RUS; or
(iii) three years from disposition of property acquired with Grant funds during the term of
the Grant.
(b)
The Grantee will maintain complete, accurate, and current disclosure of the financial
results of each Project in accordance with the DLT Regulations and Accounting
Requirements. The source and application of funds shall be readily identified by the
continuous maintenance of updated records, with all accounting records being supported
by source documentation. Established procedures shall be used for determining the
reasonableness, allowability, and allocation of costs in accordance with the DLT
Regulations and the Accounting Requirements.
SECTION 5.5
Rights of Inspection and Compliance Reviews
(a)
The Grantee shall afford RUS, the Office of Inspector General of USDA and the General
Accounting Office, through its representatives, reasonable opportunity, at all times during
business hours and upon prior notice, to have access to and right to inspect the Project, and
any and all books, records, accounts, including electronic books, records, accounts and
electronic mail messages, regardless of the physical form or characteristics, and any and
all invoices, contracts, leases, payrolls, canceled checks, statements and other documents
and papers of every kind belonging to or in any way pertaining to the Grant and to make
copies or extracts therefrom.
(b)
The Grantee shall afford RUS, reasonable opportunity, at all times during business hours
and upon prior notice, to conduct a compliance review to determine compliance with this
Agreement and to determine whether expenditures and disbursements of the Grant were
for approved purposes, and/or in accordance with the Grantee's Request(s) for Advance
and the supporting documentation thereto.
SECTION 5.6
Annual Audits
(a)
Non-Federal Entities, which include Grantees that are States, local governments, Indian
tribes, institutions of higher education, or nonprofit organizations, shall provide RUS with
an audit pursuant to 2 C.F.R. part 200, Subpart F (Audit Requirements). The Grantee must
follow subsection 200.502 in determining federal awards expended. All RUS loans impose
an ongoing compliance requirement for the purpose of determining federal awards
expended during a fiscal year. In addition, the Grantee must include the value of new
federal loans made along with any grant expenditures from all federal sources during the
Grantee's fiscal year. Therefore, the audit submission requirement for this program begins
in the Grantee's fiscal year that the loan is made and thereafter, based on the balance of
federal loan(s) at the beginning of the audit period. All required audits must be submitted
within the earlier of: (i) 30 calendar days after receipt of the auditor's report; or (ii) nine
months after the end of the Grantee's audit period.
(b)
For all other entities, Grantees shall provide RUS with an audit within 120 days after the
as of audit date in accordance with 7 C.F.R. part 1773, Policy on Audits of RUS Borrowers.
Note that with respect to Advances that contain loan funds, the audit is required after an
Advance has been made, and, thereafter, from the close of each subsequent fiscal year until
the loan is repaid in full. With respect to Advances that only contain grant funds, the audit
is required until all grant funds have been expended or rescinded. While an audit is
required, Grantees must also submit a report on compliance and internal controls over
financial reporting, as well as a report on compliance with aspects of contractual
agreements and regulatory requirements.
SECTION 5.7 Project Performance and Financial Reporting
(a)
Annual Financial Report and Project Performance Activity Report. No later than January
31st of the following year in which all or any portion of the Grant is first advanced and
continuing in subsequent years until completion of the Project, the Grantee must submit
the following information to RUS, as directed by the agency:
(i)
An annual, completed SF 425-Federal Financial Report; and
(ii)
An annual Project Performance Activity Report, which contains the following:
(A)
a comparison of actual accomplishments to the objectives established for
the period;
(B)
a description of any problems, delays, or adverse conditions which have
occurred, or are anticipated, and which may affect the attainment of
overall Project objectives, prevent the meeting of time schedules or
objectives, or preclude the attainment of particular Project work
elements during established time periods, accompanied by a statement
of action taken or planned to resolve the situation; and
(C)
objectives and timetables established for the next reporting period.
(b)
Final Financial Report and Final Project Performance Activity Report. No later than one hundred twenty
(120) days after the Expiration Date, termination of the Grant, the Project completion, or the final
disbursement of the Grant by the Grantee, whichever event occurs first, the Grantee must submit a Final
SF 425-Financial Report and a Final Project Performance Activity Report which only covers an evaluation
of the success of the Project in meeting the objectives of the program.
SECTION 5.8 Miscellaneous Information to be Provided to RUS
The Grantee shall furnish to RUS such information regarding the condition, financial or
otherwise, or operations of the Grantee as RUS may, from time to time, reasonably request.
SECTION 5.9 Obligations with Respect to the Construction, Operation and Maintenance of the
Project
(a)
Project Management and Operation. The Grantee shall be responsible for managing the
day-to-day operations of the Project and will operate the Project in an efficient and
economic manner as well as maintaining the Project in good repair. The Grantee shall
provide the service described in the Application and, if the Project is owned, leased, or
operated by participants other than the Grantee, the Grantee shall monitor such participants
and ensure the Project is operated in accordance with representations in the Application.
(b)
Construction in Accordance with Scope of Work Plan. The Grantee shall cause the Project
to be constructed and completed in accordance and within the time frame and budget set
forth in the Scope of Work Plan approved by RUS.
(c)
Procurement Requirements. The Grantee shall conduct all procurement transactions in
accordance with 2 CFR §§ 200.317-326, unless it has received written approval otherwise.
(d)
General Insurance Requirements. In addition to the fidelity bond coverage required in
Subsection (h), the Grantee shall take out and maintain insurance on the Project and any
other property acquired with the Grant in accordance with 2 C.F.R. § 200.310.
SECTION 5.10 Compliance with Laws
The Grantee will comply with all applicable federal statutes, regulations and requirements that
govern the Application, the Project, and use of federal grant funds for this Grant.
SECTION 5.11 Additional Project Funding
The Grantee shall ensure that adequate funding is in place to complete the Project and will, after
obtaining the prior written approval of RUS, obtain loans or funds or receive binding commitments for
supplemental funding in an amount needed to ensure completion of the Project.
SECTION 5.12 Matching Contribution
The Grantee shall provide the entire Matching Contribution prior to the end of the term of this
Agreement and in accordance with 2 C.F.R. § 200.306, if applicable.
SECTION 5.13 SAM Registration and Unique Entity Identifier
The Grantee shall comply with the additional requirements set forth in Attachment 1 regarding
System for Award Management (SAM) and Unique Entity Identifier. For the purposes of this Agreement the
term "you" in Attachment 1 shall mean "Grantee" as defined hereunder. The Grantee's Unique Entity
Identifier is listed in Schedule I hereto.
SECTION 5.14 Subawards and Executive Compensation
The Grantee shall comply with the additional requirements set forth in Attachment 2 regarding
Subawards, if not restricted under Section 6.4, and Executive Compensation. For the purposes of this
Agreement the term "you" in Attachment 2 shall mean "Grantee" as defined hereunder.
SECTION 5.15 Buy American
(a)
Funding to Non-Federal Entities. Awardees that are Non-Federal Entities, defined pursuant to 2 CFR
200.1 as any State, local government, Indian tribe, Institution of Higher Education, or nonprofit
organization, shall be governed by the requirements of Section 70914 of the Build America, Buy
America Act (BABAA) within the IIJA. Any requests for waiver of these requirements must be
submitted pursuant to USDA's guidance available online at https://www.usda.gov/ocfo/federal-
financial-assistance-policy/USDABuyAmericaWaiver
(b)
Funding to All Other Entities. Awardees that are not Non-Federal Entities shall be governed by the
Agency's Buy American requirement at 7 CFR part 1787. Any requests for waiver of these
requirements must be submitted pursuant to those regulations.
SECTION 5.16 Additional Affirmative Covenants
The Grantee shall comply with the additional affirmative covenants set forth in Schedule I hereto.
ARTICLE VI - NEGATIVE COVENANTS
SECTION 6.1 General
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the Grantee shall
duly observe each of the negative covenants set forth in this Article VI.
SECTION 6.2 Contracts
The Grantee shall not, without the prior written consent of RUS, enter into any contract or contracts
for the operation or maintenance of the Project and shall not enter into any contract for the use by others of
the Project.
SECTION 6.3 Historic Preservation
The Grantee shall not, without the prior written consent of RUS, use any Advance to construct any
facility which shall involve any district, site, building, structure or object which is included in, or eligible for
inclusion in, the National Register of Historic Places maintained by the Secretary of the Interior pursuant to
the Historic Sites Act of 1935 and the National Historic Preservation Act of 1966.
SECTION 6.4 Prohibition Against Internal Confidentiality Agreements
(a)
The Grantee shall not require its employees, contractors, or subrecipients to sign or comply
with internal confidentiality agreements or statements prohibiting or otherwise restricting
them from lawfully reporting that waste, fraud, or abuse to a designated investigative or
law enforcement representative of a Federal department or agency authorized to receive
such information.
(b)
The Grantee shall notify its employees, contractors, or subrecipients that the prohibitions
and restrictions of any internal confidentiality agreements that may currently be in effect
that are inconsistent with paragraph (a) of this section are no longer in effect.
(c)
The prohibition in paragraph (a) above does not contravene requirements imposed by a
Federal department or agency governing the nondisclosure of classified information.
(d)
If RUS determines that the Grantee is not in compliance with paragraph (a) or (b) of this
section:
(1)
RUS shall cease to make Grant funds available under this Agreement and shall
prohibit the Grantee's use of Grant funds under this award; and
(2)
RUS may pursue other remedies available due to the Grantee's material failure to
comply with award terms and conditions.
SECTION 6.5 Additional Negative Covenants
The Grantee shall comply with the additional negative covenants set forth in Schedule I hereto.
ARTICLE VII - TERMINATION, SUSPENSION AND OTHER REMEDIES
SECTION 7.1 Termination of the Grant
(a)
Termination of the Grant by RUS. RUS, in its sole discretion, may terminate the Grant, in
whole or part if:
(i)
RUS does not receive this Agreement, duly executed on behalf of the Grantee,
within one hundred twenty (120) days from the date hereof;
(ii)
all conditions to the Grant, and all conditions to advance are not satisfied within
one hundred twenty (120) days from the date hereof;
(iii)
RUS has determined that the Grantee has failed to materially comply with the terms
and conditions of this Agreement;
(iv)
RUS has determined the award no longer effectuates the program goals or agency
priorities;
(v)
In the case of a partial termination by the Grantee, the RUS has determined that
the remaining portion of the award will not accomplish the purposes for which the
award was made;
(vi)
any representation or warranty made by the Grantee in the Application, Scope of
Work Plan, request for Advance, this Agreement, any certification, or other
supporting documentation thereunder, shall prove to be incorrect in any material
respect at the time made;
(vii)
the Grantee shall forfeit or otherwise be deprived of its charter, articles of
organization, franchises, permits, easements, consents, or licenses required to
carry on any material portion of its business, or an event occurs which can
reasonably be expected to result in its dissolution or termination;
(viii)
a court having proper jurisdiction shall enter a decree or order for relief with
respect to the Grantee in an involuntary case under any applicable bankruptcy,
insolvency, or other similar law now or hereafter in effect: (A) appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official
or (B) ordering the winding up or liquidation of its affairs; or the Grantee shall
commence a voluntary case under any applicable bankruptcy insolvency or other
similar law now or hereafter in effect, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian or trustee, of a substantial
part of its property, or make any general assignment for the benefit of creditors;
and/or
(ix)
Grantee has filed for dissolution or liquidation, or upon the dissolution or
liquidation of the Grantee.
(b)
Termination of the Grant by the Grantee. The Grantee may terminate the Grant by providing
written notification to RUS, setting forth the reasons for such termination, the effective date,
and, in the case of a partial termination, the portion of Grant funds to be terminated. In the
case of a partial termination, if RUS determines that the remaining portion of the Grant will
not accomplish the Project, then RUS may terminate the Grant in its entirety, and request
reimbursement of all advanced Grant funds.
(c)
Mutual Termination of the Grant. RUS and the Grantee may mutually agree, in writing, to
terminate the Grant upon certain conditions, specifying the effective date of the termination,
and in the case of a partial termination of the Grant, any unadvanced portion of the Grant to
be terminated and any advanced portion of the Grant to be returned to RUS.
(d)
Effect of Termination. Upon termination of the Grant: (1) the Grantee shall not incur any
new obligations after the effective date of the termination with respect to the Grant, (2) the
Grantee shall cancel as many outstanding obligations as possible, and seek to mitigate the
costs of any outstanding obligations, and (3) any unadvanced portion of the Grant not
required for Approved Purposes shall not be available for advance by RUS and any
advanced portion of the Grant not required by the Grantee for Approved Purposes or for
completion of the Project shall be immediately returned to RUS.
(e)
Notice of Termination. Written notice of termination shall be sent to the Grantee as
provided for in Section 8.1 hereof, setting forth the reason(s) for termination, which
termination shall be effective as of the date of receipt of such notice.
SECTION 7.2 Suspension of Advances
RUS may suspend the Grant, in whole or in part, for the reasons specified in Section 7.1 hereof as
a basis for Grant termination.
(a)
Suspension Procedure. RUS shall issue to the Grantee a suspension notice stating the
reasons for the suspension, any corrective action required to be taken by the Grantee and
the effective date of the suspension. The suspension shall remain in effect until the Grantee
has taken all corrective actions required by RUS and RUS terminates the suspension.
(b)
Effect of Suspension. New obligations shall not be incurred by the Grantee during the
suspension, following the date of notice of suspension, unless specifically authorized by
RUS, in writing. RUS will allow necessary allowable costs which the Grantee could not
reasonably avoid during the suspension, if the obligations were properly incurred prior to
the date of the suspension and not in anticipation of the suspension or termination. During
the suspension, appropriate adjustments shall be made to the Grant by RUS in order that
credit not be given to the Grantee for disbursements made in payment of unauthorized
obligations incurred by the Grantee during the suspension. RUS may also make
adjustments by disallowing all or part of the costs of the Project that are not in compliance
with this Agreement or RUS may withhold subsequent Advances.
SECTION 7.3 Misrepresentation and Misappropriation
(a)
Upon a determination by RUS that the Grantee did not utilize the Grant in the manner and
exclusively for the Project as approved by RUS, RUS may, in its sole discretion:
(i)
Disallow all or a part of the expenditures and disbursements of the Grant and
require the Grantee to deposit such funds in an account to be applied toward other
approved Project purposes or to reimburse the Government;
(ii)
Suspend making Advances; and/or
(iii)
Take any other action RUS determines to be necessary including, without
limitation, exercising any right or remedy available herein or at law.
(b)
If any representation or warranty made by the Grantee in the Application, Scope of Work
Plan, request for Advance, this Agreement, any certification, or other supporting
documentation thereunder shall prove to be incorrect in any material respect at the time
made, RUS may, in its sole discretion:
(i)
Suspend making Advances;
(ii)
Require the Grantee to reimburse the Government for all or any part of the Grant;
(iii)
Terminate the Grant; and/or
(iv)
Take any other action RUS determines to be necessary including, without
limitation, exercising any right or remedy available herein or at law.
ARTICLE VIII - MISCELLANEOUS
SECTION 8.1 Notices
All notices, requests and other communications provided for herein including, without limitation,
any modifications of, or waivers, requests or consents under, this Agreement shall be given or made in writing
(including, without limitation, by telecopy) and delivered to the intended recipient at the "Address for
Notices" specified below; or, as to any party, at such other address as shall be designated by such party in a
notice to each other party. Receipt of all such communications shall be deemed to have occurred when
transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case
given or addressed as provided for herein. The Addresses for Notices of the respective parties are as follows:
RUS
Grantee
Rural Utilities Service
See Schedule I
United States Department of Agriculture
1400 Independence Avenue, S.W.
Washington, D.C. 20250-1590
Attention: Administrator
With a copy to:
With a copy to:
See Schedule I
See Schedule I
SECTION 8.2 Expenses
To the extent allowed by law, the Grantee shall pay all costs and expenses of RUS, including
reasonable fees of counsel, incurred in connection with the enforcement of the Agreement or with the
preparation for such enforcement if RUS has reasonable grounds to believe that such enforcement may be
necessary.
SECTION 8.3 No Waiver
No failure on the part of RUS to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof nor shall any single or partial exercise by RUS of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right.
SECTION 8.4 Governing Law
This Agreement shall be governed by and construed in accordance with applicable federal law, and
in the absence of controlling federal law, by the laws of the State identified in the first paragraph herein,
except those that would render such choice of law ineffective.
SECTION 8.5 Successors and Assigns
(a)
This Agreement shall be binding upon and inure to the benefit of the Grantee and RUS and
their respective successors and assigns, except that the Grantee may not assign or transfer
its rights or obligations hereunder without the prior written consent of RUS.
(b)
Pursuant to federal claims collection laws, RUS' claims hereunder may be transferred to
other agencies of the United States of America; in the event of such transfer, all security
interests, rights and remedies hereby granted or conferred on RUS shall pass to and inure
to the benefit of any such successor agency.
SECTION 8.6 Complete Agreement; Waivers and Amendments
Subject to RUS Regulations, this Agreement is intended by the parties to be a complete and final
expression of their agreement. However, RUS reserves the right to waive its rights to compliance with any
provision of this Agreement. No amendment, modification, or waiver of any provision hereof, and no consent
to any departure of the Grantee herefrom, shall be effective unless approved in writing by RUS in the form
of either a RUS Regulation or other writing signed by or on behalf of RUS, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.
SECTION 8.7 Headings
The headings and sub-headings contained in the titling of this Agreement are intended to be used
for convenience only and do not constitute part of this Agreement.
SECTION 8.8 Severability
If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be
found or held invalid or unenforceable by any governmental agency or court of competent jurisdiction, such
invalidity or unenforceability shall not affect the remainder of such term, provision or condition nor any other
term, provision or condition, and this Agreement shall survive and be construed as if such invalid or
unenforceable term, provision or condition had not been contained therein.
SECTION 8.9 Schedules and Attachments
Each Schedule and Attachment attached hereto and referred to herein is each an integral part of this
Agreement.
SECTION 8.10 Authority of Representatives of RUS
In the case of any consent, approval or waiver from RUS that is required under this Agreement, such
consent, approval or waiver must be in writing and signed by an authorized RUS representative to be
effective. As used in this section, "authorized RUS representative" means the Administrator of RUS, and also
means a person to whom the Administrator has officially delegated specific or general authority to take the
action in question.
SECTION 8.11 Amendment of Laws and RUS Regulations
Nothing contained herein shall restrict in any way RUS' right to amend, rescind or supplement any
of the RUS Regulations or to seek such changes to existing Laws.
SECTION 8.12 Interest on Disallowed Amounts
Disallowed and reimbursable Advance amounts hereunder shall accrue interest payable to RUS from
the date RUS delivers to the Grantee a written demand for payment. Interest shall accrue at a rate equal to the
lesser of (a) twelve percent (12%) per annum or (b) the maximum interest rate permissible by law.
Termination of the Grant will not affect the right of RUS to disallow expenditures and recover, in full, any
amount on the basis of a subsequent audit or other review or the Grantee's obligation to return any disallowed
expenditures.
SECTION 8.13 No Third-Party Beneficiary
This Agreement is exclusively between RUS and the Grantee and does not nor is intended to create any
privity of contract with any other party not a party hereto, nor to imply a contract in law or fact. Any funds
advanced by RUS to the Grantee are intended to finance the Grantee's Project. Any approvals given by RUS to
the Grantee are solely for the benefit of RUS. RUS is not obligated to advance grant funds on any contract, or
otherwise, between the Grantee and any other party, nor intends to assume, at any time, direct obligations for
payment for work, goods, or other performance under such contracts. The obligation to pay any amounts due
under such contracts is solely the responsibility of the Grantee. Nothing herein, express or implied, is intended
to, or shall confer upon, any other person any right, benefit, or remedy of any nature whatsoever under or by
reason of the Grant Agreement between RUS and the Grantee.
SECTION 8.14 Disposition of Grant Property
Unless otherwise agreed to in writing by RUS, any and all dispositions of Grant property shall be
made in accordance with federal regulations at 2 C.F.R. part 200.
SECTION 8.15 Term
This Agreement shall remain in effect until one of the following three events has occurred:
(a)
The Grantee and RUS replace this Agreement with another written agreement;
(b)
All of the Grantee's obligations under this Agreement have been discharged; or
(c)
This Agreement has been terminated pursuant to the provisions of Article VII hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.
COUNTY OF HICKMAN
by:
[Digital (or Electronic) Signature]
[Name, Position - Please Print]
UNITED STATES OF AMERICA
KARL
Digitally signed by KARL
ELMSHAEUSER
ELMSHAEUSER
Date: 2025.12.30 08:55:43 -05'00'
by Administrator of the Rural Utilities Service
[Digital Signature]
SCHEDULE I
1.
Article II Representations and Warranties
a. Section 2.1(g) Grantee's address:
County of Hickman
115 Murphree Avenue
Centerville, Tennessee 37033-1443
2.
Article III The Grant
a. Section 3.1(a) Maximum Grant Amount: $532,328
3.
Article IV Conditions of Grant Funds Release
a. Section 4.2(d) Matching Contribution amount is $79,926
b. Section 4.2(d) Matching Contribution shall be equal to at least 15.01% of each Advance (with credit given
for those contributions exceeding 15.01% toward the next Advance). Evidence that the pro-rata share of the
Matching Contribution has been made or will be made must be presented with the request for each Advance.
c. Section 4.2(g) Additional Conditions:
4.
Article V Affirmative Covenants
a. Section 5.14 Grantee's Unique Entity Identifier: U6DSGBRPSWN5
b. Section 5.16 Additional Affirmative Covenants: None
5.
Article VI Negative Covenants
a. Section 6.5 Additional Negative Covenants:
(a)
Grantee may not subaward any part of the Grant without the express, prior written
approval of RUS.
6.
Article VIII Miscellaneous
a. Section 8.1 Grantee's address for purposes of notification: Copy sent to:
Dr. Belinda Anderson
Interim Director of Schools
County of Hickman
115 Murphree Avenue
Centerville, Tennessee 37033-1443
john.mullins@hickmank12.org
b. Section 8.1 RUS' copy address for purposes of notifications: Copy sent to:
Aylene Mafnas, Deputy Assistant Administrator
Portfolio Mgmt. Risk Assessment Div./RUS/USDA
Stop #1590, Room 4121 South Building
1400 Independence Avenue, SW
Washington, DC 20250-1590
TelecomPMRA@usda.gov
ATTACHMENT 1
SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS
A. Requirement for System for Award Management
Unless you are exempted from this requirement under 2 C.F.R. $ 25.110, you as the recipient must maintain
current information in SAM. This includes information on your immediate and highest level owner and
subsidiaries, as well as on all of your predecessors that have been awarded a Federal contract or Federal
financial assistance within the last three years, if applicable, until you submit the final financial report required
under this Federal 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 Federal award term.
B. Requirement for Unique Entity Identifier
If you are authorized to make subawards under this Federal award, you:
a. 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 Unique Entity Identifier to you.
Subrecipients are not required to obtain an active SAM registration, but must obtain a Unique Entity
Identifier.
2. May not make a subaward to an entity unless the entity has provided its Unique Entity Identifier toyou.
C. Definitions
For purposes of this award term:
1. System for Award Management (SAM) means the Federal repository into which a recipient must provide
information required for the conduct of business as a recipient. Additional information about registration
procedures may be found at the SAM Internet site (currently athttp://www.sam.gov).
2. Unique Entity Identifier means the identifier assigned by SAM to uniquely identify business entities.
3. Entity includes non-Federal entities as defined 2 C.F.R.200 and also includes all of the following for the
purposes of this part:
a. A foreign organization;
b. A foreign public entity;
c. A domestic for-profit organization; and
d. A Federal agency.
4. Subaward has the meaning given in C.F.R. 200.1.
5. Subrecipient has the meaning given in 2 C.F.R. 200.1.
ATTACHMENT 2
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.l. of this award term to http://www.fsrs.gov.
PLEASE NOTE: Currently underway is a consolidation of eight federal procurement systems, including the
Sub-award Reporting System (FSRS), into one system, the System for Award Management (SAM).
Therefore, please note that the Sub-award Reporting System (FSRS) will soon be consolidated into and
accessed through SAM.gov.
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 C.F.R. §
170.320 (and subawards); and
(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, as defined at 2 C.F.R. §
170.320 (and subawards); and
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.sam.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 procurement contracts (and
subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. §
170.320 (and subawards); and
(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 C.F.R. 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 2 C.F.R. part 200, Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards).
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 C.F.R. §
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.

## Table 1

| (a) | Organization; Power, Etc. The Grantee: (i) is the type of organization specified in the first paragraph hereof, duly organized, validly existing, and in good standing under the laws of the State identified in the first paragraph hereof; (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business make such qualification necessary; (iii) has all requisite and legal power to own and operate its assets and to carry on its business and to enter into and perform its obligations under this Agreement; (iv) has duly and lawfully obtained and maintained all material licenses, certificates, permits, authorizations and approvals which are necessary to the conduct of its business or required by applicable Laws; and (v) is eligible to obtain the financial assistance from RUS contemplated by this Agreement. |
| --- | --- |
| (b) | Authority. The execution, delivery and performance by the Grantee of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and do not violate any provision of law or any charter, articles of incorporation, organizational documents or bylaws of the Grantee or result in a breach of, or constitute a default under, any agreement, security agreement, note or other instrument to which the Grantee is a party or by which it may be bound. The Grantee has not received any notice from any other party to any of the foregoing that a default has occurred or that any event or condition exists that with the giving of notice or lapse of time or both would constitute such a default. |
| (c) | Consents. No consent, approval, authorization, order, filing, qualification, license, or permit of any governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Agreement, except such as have been obtained and are in full force and effect. |
| (d) | Binding Agreement. This Agreement is, when executed and delivered, the legal, valid, and binding obligation of the Grantee, enforceable in accordance with its terms, subject only to limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. |
| (e) | Compliance with Laws. The Grantee is in compliance in all material respects with all federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively, "Laws.") |

## Table 2

| (a) | Legal Matters. All legal matters incident to the consummation of the transactions hereby contemplated shall be satisfactory to counsel for RUS. |
| --- | --- |
| (b) | Executed Grant Agreement. RUS shall receive duly executed originals of this Agreement. |
| (c) | Articles of Incorporation, Charter, Bylaws and Organizational Documents. With respect to corporate and cooperative grantees, RUS shall have received copies of the Grantee's articles of incorporation or charter and bylaws. With respect to limited liability companies or similar grantees, RUS shall have received copies of the Grantee's organization documents. |
| (d) | Authorizations. RUS shall have received evidence satisfactory to it that all documents and proceedings of the Grantee necessary for duly authorizing the execution, delivery and performance of this Agreement have been obtained and are in full force and effect. |
| (e) | Approvals. RUS shall have received evidence satisfactory to it that the Grantee has duly registered when and where required by law with all state, Federal and other public authorities and regulatory bodies and obtained all authorizations, certificates, permits, licenses, franchises and approvals necessary for, or required as a condition of, the validity and enforceability of this Agreement and for the construction and operation of the Project. |
| (f) | Opinion of Counsel. For Grants in the amount of $500,000 or more, RUS shall receivean opinion of counsel for the Grantee, licensed in the Grantee's state of incorporation, in form and content acceptable to RUS. |
| (g) | ACH. That Grantee agrees to use of the Automated Clearing House (ACH) Payment System that deposits funds directly into the bank account Grantee designates. |

## Table 3

|  |  |
| --- | --- |
| (a) | The Grantee shall afford RUS, the Office of Inspector General of USDA and the General Accounting Office, through its representatives, reasonable opportunity, at all times during business hours and upon prior notice, to have access to and right to inspect the Project, and any and all books, records, accounts, including electronic books, records, accounts and electronic mail messages, regardless of the physical form or characteristics, and any and all invoices, contracts, leases, payrolls, canceled checks, statements and other documents and papers of every kind belonging to or in any way pertaining to the Grant and to make copies or extracts therefrom. |
| (b) | The Grantee shall afford RUS, reasonable opportunity, at all times during business hours and upon prior notice, to conduct a compliance review to determine compliance with this Agreement and to determine whether expenditures and disbursements of the Grant were for approved purposes, and/or in accordance with the Grantee's Request(s) for Advance and the supporting documentation thereto. |

## Table 4

| SECTION 5.6 | Annual Audits |
| --- | --- |
| (a) | Non-Federal Entities, which include Grantees that are States, local governments, Indian tribes, institutions of higher education, or nonprofit organizations, shall provide RUS with an audit pursuant to 2 C.F.R. part 200, Subpart F (Audit Requirements). The Grantee must follow subsection 200.502 in determining federal awards expended. All RUS loans impose an ongoing compliance requirement for the purpose of determining federal awards expended during a fiscal year. In addition, the Grantee must include the value of new federal loans made along with any grant expenditures from all federal sources during the Grantee's fiscal year. Therefore, the audit submission requirement for this program begins in the Grantee's fiscal year that the loan is made and thereafter, based on the balance of federal loan(s) at the beginning of the audit period. All required audits must be submitted within the earlier of: (i) 30 calendar days after receipt of the auditor's report; or (ii) nine months after the end of the Grantee's audit period. |
| (b) | For all other entities, Grantees shall provide RUS with an audit within 120 days after the as of audit date in accordance with 7 C.F.R. part 1773, Policy on Audits of RUS Borrowers. Note that with respect to Advances that contain loan funds, the audit is required after an Advance has been made, and, thereafter, from the close of each subsequent fiscal year until the loan is repaid in full. With respect to Advances that only contain grant funds, the audit is required until all grant funds have been expended or rescinded. While an audit is required, Grantees must also submit a report on compliance and internal controls over financial reporting, as well as a report on compliance with aspects of contractual agreements and regulatory requirements. |

## Table 5

| SECTION 5.9 Project | Obligations with Respect to the Construction, Operation and Maintenance of the |
| --- | --- |
| (a) | Project Management and Operation. The Grantee shall be responsible for managing the day-to-day operations of the Project and will operate the Project in an efficient and economic manner as well as maintaining the Project in good repair. The Grantee shall provide the service described in the Application and, if the Project is owned, leased, or operated by participants other than the Grantee, the Grantee shall monitor such participants and ensure the Project is operated in accordance with representations in the Application. |
| (b) | Construction in Accordance with Scope of Work Plan. The Grantee shall cause the Project to be constructed and completed in accordance and within the time frame and budget set forth in the Scope of Work Plan approved by RUS. |
| (c) | Procurement Requirements. The Grantee shall conduct all procurement transactions in accordance with 2 CFR §§ 200.317-326, unless it has received written approval otherwise. |
| (d) | General Insurance Requirements. In addition to the fidelity bond coverage required in Subsection 4.1(h), the Grantee shall take out and maintain insurance on the Project and any other property acquired with the Grant in accordance with 2 C.F.R. § 200.310. |

## Table 6

| 6.4 | Prohibition Against Internal Confidentiality Agreements |
| --- | --- |
| (a) | The Grantee shall not require its employees, contractors, or subrecipients to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. |
| (b) | The Grantee shall notify its employees, contractors, or subrecipients that the prohibitions and restrictions of any internal confidentiality agreements that may currently be in effect that are inconsistent with paragraph (a) of this section are no longer in effect. |
| (c) | The prohibition in paragraph (a) above does not contravene requirements imposed by a Federal department or agency governing the nondisclosure of classified information. |
| (d) | If RUS determines that the Grantee is not in compliance with paragraph (a) or (b) of this section: |
|  | (1) RUS shall cease to make Grant funds available under this Agreement and shall prohibit the Grantee's use of Grant funds under this award; and |
|  | (2) RUS may pursue other remedies available due to the Grantee's material failure to comply with award terms and conditions. |

## Table 7

| RUS | Grantee |
| --- | --- |
| Rural Utilities Service United States Department of Agriculture 1400 Independence Avenue, S.W. Washington, D.C. 20250-1590 Attention: Administrator | See Schedule I |
|  |  |

## Table 8

| With a copy to: | With a copy to: |
| --- | --- |
| See Schedule I | See Schedule I |

## Table 9

|  | Article II Representations and Warranties |
| --- | --- |
|  | a. Section 2.1(g) Grantee's address: |
|  | County of Hickman |
|  | 115 Murphree Avenue Centerville, Tennessee 37033-1443 |
|  | Article III The Grant |
|  | a. Section 3.1(a) Maximum Grant Amount: $532,328 |
|  | Article IV Conditions of Grant Funds Release |
|  | a. Section 4.2(d) Matching Contribution amount is $79,926 |
|  | b. Section 4.2(d) Matching Contribution shall be equal to at least 15.01% of each Advance (with credit given for those contributions exceeding 15.01% toward the next Advance). Evidence that the pro-rata share of the Matching Contribution has been made or will be made must be presented with the request for each Advance. |
|  | c. Section 4.2(g) Additional Conditions: |
|  | Article V Affirmative Covenants |
|  | a. Section 5.14 Grantee's Unique Entity Identifier: U6DSGBRPSWN5 |
|  | b. Section 5.16 Additional Affirmative Covenants: None |
|  | Article VI Negative Covenants |
|  | a. Section 6.5 Additional Negative Covenants: |
|  | (a) Grantee may not subaward any part of the Grant without the express, prior written approval of RUS. |
|  | Article VIII Miscellaneous |
|  | a. Section 8.1 Grantee's address for purposes of notification: Copy sent to: |
|  | Dr. Belinda Anderson Interim Director of Schools County of Hickman 115 Murphree Avenue Centerville, Tennessee 37033-1443 john.mullins@hickmank12.org |
|  | b. Section 8.1 RUS' copy address for purposes of notifications: Copy sent to: |
|  | Aylene Mafnas, Deputy Assistant Administrator Portfolio Mgmt. Risk Assessment Div./RUS/USDA Stop #1590, Room 4121 South Building 1400 Independence Avenue, SW Washington, DC 20250-1590 TelecomPMRA@usda.gov |

## Table 10

| (a) | Organization; Power, Etc. The Grantee: (i) is the type of organization specified in the first paragraph hereof, duly organized, validly existing, and in good standing under the laws of the State identified in the first paragraph hereof; (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business make such qualification necessary; (iii) has all requisite and legal power to own and operate its assets and to carry on its business and to enter into and perform its obligations under this Agreement; (iv) has duly and lawfully obtained and maintained all material licenses, certificates, permits, authorizations and approvals which are necessary to the conduct of its business or required by applicable Laws; and (v) is eligible to obtain the financial assistance from RUS contemplated by this Agreement. |
| --- | --- |
| (b) | Authority. The execution, delivery and performance by the Grantee of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and do not violate any provision of law or any charter, articles of incorporation, organizational documents or bylaws of the Grantee or result in a breach of, or constitute a default under, any agreement, security agreement, note or other instrument to which the Grantee is a party or by which it may be bound. The Grantee has not received any notice from any other party to any of the foregoing that a default has occurred or that any event or condition exists that with the giving of notice or lapse of time or both would constitute such a default. |
| (c) | Consents. No consent, approval, authorization, order, filing, qualification, license, or permit of any governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Agreement, except such as have been obtained and are in full force and effect. |
| (d) | Binding Agreement. This Agreement is, when executed and delivered, the legal, valid, and binding obligation of the Grantee, enforceable in accordance with its terms, subject only to limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. |
| (e) | Compliance with Laws. The Grantee is in compliance in all material respects with all federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively, "Laws.") |

## Table 11

| (a) | Legal Matters. All legal matters incident to the consummation of the transactions hereby contemplated shall be satisfactory to counsel for RUS. |
| --- | --- |
| (b) | Executed Grant Agreement. RUS shall receive duly executed originals of this Agreement. |
| (c) | Articles of Incorporation, Charter, Bylaws and Organizational Documents. With respect to corporate and cooperative grantees, RUS shall have received copies of the Grantee's articles of incorporation or charter and bylaws. With respect to limited liability companies or similar grantees, RUS shall have received copies of the Grantee's organization documents. |
| (d) | Authorizations. RUS shall have received evidence satisfactory to it that all documents and proceedings of the Grantee necessary for duly authorizing the execution, delivery and performance of this Agreement have been obtained and are in full force and effect. |
| (e) | Approvals. RUS shall have received evidence satisfactory to it that the Grantee has duly registered when and where required by law with all state, Federal and other public authorities and regulatory bodies and obtained all authorizations, certificates, permits, licenses, franchises and approvals necessary for, or required as a condition of, the validity and enforceability of this Agreement and for the construction and operation of the Project. |
| (f) | Opinion of Counsel. For Grants in the amount of $500,000 or more, RUS shall receivean opinion of counsel for the Grantee, licensed in the Grantee's state of incorporation, in form and content acceptable to RUS. |
| (g) | ACH. That Grantee agrees to use of the Automated Clearing House (ACH) Payment System that deposits funds directly into the bank account Grantee designates. |

## Table 12

|  |  |
| --- | --- |
| (a) | The Grantee shall afford RUS, the Office of Inspector General of USDA and the General Accounting Office, through its representatives, reasonable opportunity, at all times during business hours and upon prior notice, to have access to and right to inspect the Project, and any and all books, records, accounts, including electronic books, records, accounts and electronic mail messages, regardless of the physical form or characteristics, and any and all invoices, contracts, leases, payrolls, canceled checks, statements and other documents and papers of every kind belonging to or in any way pertaining to the Grant and to make copies or extracts therefrom. |
| (b) | The Grantee shall afford RUS, reasonable opportunity, at all times during business hours and upon prior notice, to conduct a compliance review to determine compliance with this Agreement and to determine whether expenditures and disbursements of the Grant were for approved purposes, and/or in accordance with the Grantee's Request(s) for Advance and the supporting documentation thereto. |

## Table 13

| SECTION 5.9 Project | Obligations with Respect to the Construction, Operation and Maintenance of the |
| --- | --- |
| (a) | Project Management and Operation. The Grantee shall be responsible for managing the day-to-day operations of the Project and will operate the Project in an efficient and economic manner as well as maintaining the Project in good repair. The Grantee shall provide the service described in the Application and, if the Project is owned, leased, or operated by participants other than the Grantee, the Grantee shall monitor such participants and ensure the Project is operated in accordance with representations in the Application. |
| (b) | Construction in Accordance with Scope of Work Plan. The Grantee shall cause the Project to be constructed and completed in accordance and within the time frame and budget set forth in the Scope of Work Plan approved by RUS. |
| (c) | Procurement Requirements. The Grantee shall conduct all procurement transactions in accordance with 2 CFR §§ 200.317-326, unless it has received written approval otherwise. |
| (d) | General Insurance Requirements. In addition to the fidelity bond coverage required in Subsection 4.1(h), the Grantee shall take out and maintain insurance on the Project and any other property acquired with the Grant in accordance with 2 C.F.R. § 200.310. |

## Table 14

| SECTION 6.4 | Prohibition Against Internal Confidentiality Agreements |
| --- | --- |
| (a) | The Grantee shall not require its employees, contractors, or subrecipients to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. |
| (b) | The Grantee shall notify its employees, contractors, or subrecipients that the prohibitions and restrictions of any internal confidentiality agreements that may currently be in effect that are inconsistent with paragraph (a) of this section are no longer in effect. |
| (c) | The prohibition in paragraph (a) above does not contravene requirements imposed by a Federal department or agency governing the nondisclosure of classified information. |
| (d) | If RUS determines that the Grantee is not in compliance with paragraph (a) or (b) of this section: |
|  | (1) RUS shall cease to make Grant funds available under this Agreement and shall prohibit the Grantee's use of Grant funds under this award; and |
|  | (2) RUS may pursue other remedies available due to the Grantee's material failure to comply with award terms and conditions. |

## Table 15

| RUS | Grantee |
| --- | --- |
| Rural Utilities Service United States Department of Agriculture 1400 Independence Avenue, S.W. Washington, D.C. 20250-1590 Attention: Administrator | See Schedule I |
|  |  |

## Table 16

| With a copy to: | With a copy to: |
| --- | --- |
| See Schedule I | See Schedule I |

## Table 17

| (a) | Organization; Power, Etc. The Grantee: (i) is the type of organization specified in the first paragraph hereof, duly organized, validly existing, and in good standing under the laws of the State identified in the first paragraph hereof; (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business make such qualification necessary; (iii) has all requisite and legal power to own and operate its assets and to carry on its business and to enter into and perform its obligations under this Agreement; (iv) has duly and lawfully obtained and maintained all material licenses, certificates, permits, authorizations and approvals which are necessary to the conduct of its business or required by applicable Laws; and (v) is eligible to obtain the financial assistance from RUS contemplated by this Agreement. |
| --- | --- |
| (b) | Authority. The execution, delivery and performance by the Grantee of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and do not violate any provision of law or any charter, articles of incorporation, organizational documents or bylaws of the Grantee or result in a breach of, or constitute a default under, any agreement, security agreement, note or other instrument to which the Grantee is a party or by which it may be bound. The Grantee has not received any notice from any other party to any of the foregoing that a default has occurred or that any event or condition exists that with the giving of notice or lapse of time or both would constitute such a default. |
| (c) | Consents. No consent, approval, authorization, order, filing, qualification, license, or permit of any governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Agreement, except such as have been obtained and are in full force and effect. |
| (d) | Binding Agreement. This Agreement is, when executed and delivered, the legal, valid, and binding obligation of the Grantee, enforceable in accordance with its terms, subject only to limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. |
| (e) | Compliance with Laws. The Grantee is in compliance in all material respects with all federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively, "Laws.") |

## Table 18

| (a) | Legal Matters. All legal matters incident to the consummation of the transactions hereby contemplated shall be satisfactory to counsel for RUS. |
| --- | --- |
| (b) | Executed Grant Agreement. RUS shall receive duly executed originals of this Agreement. |
| (c) | Articles of Incorporation, Charter, Bylaws and Organizational Documents. With respect to corporate and cooperative grantees, RUS shall have received copies of the Grantee's articles of incorporation or charter and bylaws. With respect to limited liability companies or similar grantees, RUS shall have received copies of the Grantee's organization documents. |
| (d) | Authorizations. RUS shall have received evidence satisfactory to it that all documents and proceedings of the Grantee necessary for duly authorizing the execution, delivery and performance of this Agreement have been obtained and are in full force and effect. |
| (e) | Approvals. RUS shall have received evidence satisfactory to it that the Grantee has duly registered when and where required by law with all state, Federal and other public authorities and regulatory bodies and obtained all authorizations, certificates, permits, licenses, franchises and approvals necessary for, or required as a condition of, the validity and enforceability of this Agreement and for the construction and operation of the Project. |
| (f) | Opinion of Counsel. For Grants in the amount of $500,000 or more, RUS shall receivean opinion of counsel for the Grantee, licensed in the Grantee's state of incorporation, in form and content acceptable to RUS. |
| (g) | ACH. That Grantee agrees to use of the Automated Clearing House (ACH) Payment System that deposits funds directly into the bank account Grantee designates. |

## Table 19

|  |  |
| --- | --- |
| (a) | The Grantee shall afford RUS, the Office of Inspector General of USDA and the General Accounting Office, through its representatives, reasonable opportunity, at all times during business hours and upon prior notice, to have access to and right to inspect the Project, and any and all books, records, accounts, including electronic books, records, accounts and electronic mail messages, regardless of the physical form or characteristics, and any and all invoices, contracts, leases, payrolls, canceled checks, statements and other documents and papers of every kind belonging to or in any way pertaining to the Grant and to make copies or extracts therefrom. |
| (b) | The Grantee shall afford RUS, reasonable opportunity, at all times during business hours and upon prior notice, to conduct a compliance review to determine compliance with this Agreement and to determine whether expenditures and disbursements of the Grant were for approved purposes, and/or in accordance with the Grantee's Request(s) for Advance and the supporting documentation thereto. |

## Table 20

| SECTION 5.9 Project | Obligations with Respect to the Construction, Operation and Maintenance of the |
| --- | --- |
| (a) | Project Management and Operation. The Grantee shall be responsible for managing the day-to-day operations of the Project and will operate the Project in an efficient and economic manner as well as maintaining the Project in good repair. The Grantee shall provide the service described in the Application and, if the Project is owned, leased, or operated by participants other than the Grantee, the Grantee shall monitor such participants and ensure the Project is operated in accordance with representations in the Application. |
| (b) | Construction in Accordance with Scope of Work Plan. The Grantee shall cause the Project to be constructed and completed in accordance and within the time frame and budget set forth in the Scope of Work Plan approved by RUS. |
| (c) | Procurement Requirements. The Grantee shall conduct all procurement transactions in accordance with 2 CFR §§ 200.317-326, unless it has received written approval otherwise. |
| (d) | General Insurance Requirements. In addition to the fidelity bond coverage required in Subsection (h), the Grantee shall take out and maintain insurance on the Project and any other property acquired with the Grant in accordance with 2 C.F.R. § 200.310. |

## Table 21

| SECTION 6.4 | Prohibition Against Internal Confidentiality Agreements |
| --- | --- |
| (a) | The Grantee shall not require its employees, contractors, or subrecipients to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. |
| (b) | The Grantee shall notify its employees, contractors, or subrecipients that the prohibitions and restrictions of any internal confidentiality agreements that may currently be in effect that are inconsistent with paragraph (a) of this section are no longer in effect. |
| (c) | The prohibition in paragraph (a) above does not contravene requirements imposed by a Federal department or agency governing the nondisclosure of classified information. |
| (d) | If RUS determines that the Grantee is not in compliance with paragraph (a) or (b) of this section: |
|  | (1) RUS shall cease to make Grant funds available under this Agreement and shall prohibit the Grantee's use of Grant funds under this award; and |
|  | (2) RUS may pursue other remedies available due to the Grantee's material failure to comply with award terms and conditions. |

## Table 22

| RUS | Grantee |
| --- | --- |
| Rural Utilities Service United States Department of Agriculture 1400 Independence Avenue, S.W. Washington, D.C. 20250-1590 Attention: Administrator | See Schedule I |
|  |  |

## Table 23

| With a copy to: | With a copy to: |
| --- | --- |
| See Schedule I | See Schedule I |