Cooperative Agreement Dispute. That portion of the dispute designated a Cooperative Agreement Dispute shall be construed and interpreted according to the Federal law of U.S. Government Contracts as enunciated and applied by Federal Statutes and Regulations and by Federal Judicial Bodies, Boards of Contract Appeals and other Judicial Agencies of the Federal Government. If a decision is issued by the Contracting Officer under the [Insert Funding agency] Cooperative Agreement Disputes “Disputes” clause and the decision relates to this Subagreement, said decision, if binding upon the USEA under the Cooperative Agreement, shall also be binding upon the USEA and the Subrecipient with respect to this Subagreement. If the Subrecipient is affected by the Contracting Officer’s decision, and the USEA elects not to appeal such decision under the “Disputes” clause of the Cooperative Agreement, USEA, at its discretion, may permit the Subrecipient to appeal the Contracting Officer’s decision in the name of the USEA. The USEA agrees not to withhold unreasonably from the Subrecipient, the right to appeal the Contracting Officer’s decision in the name of the USEA. As to any claim by the Subrecipient, arising from issues pertaining to the U.S. Government, the Subrecipient shall submit with such claim a certification to the USEA, and at the request of the USEA, to the U.S. Government, certifying that such claim is made in good faith, that the supporting data and documentation are accurate, current and complete, to the best of the Subrecipient’s knowledge and belief and that the amount requested accurately reflects the adjustment or other relief for which the Subrecipient believes the U.S. Government is liable to the USEA. The Subrecipient shall indemnify and hold USEA harmless for any misrepresentation of fact, fraud, or breach of such certification. The Subrecipient agrees to comply with any and all commercially reasonable requests by USEA or the U.S. Government to perform an audit of the claim or Subagreement costs, and further agrees to promptly provide all documentation reasonably requested by the USEA or U.S. Government to support claims made and costs incurred. The Subrecipient agrees to furnish at its own expense all documents, statements, witnesses and other information reasonably required by USEA or U.S. Government, and to pay for all costs incurred in connection with the submittal and prosecution of the Subrecipient’s claims.
