EUFPI_Y2_-093016 _092917
CO-PRINCIPAL INVESTIGATOR AGREEMENT
THIS AGREEMENT effective this 30th day of September, 2016(hereinafter referred to as the “Effective Date”)by and between Managed Access to Child Health, Inc. d/b/a Partnership for Child Health, with offices located at 910 North Jefferson Street Jacksonville, Florida 32209, (hereinafter referred to as "Sponsor") and the University of Florida, on behalf of its Board of Trustees, a public body corporate of the State of Floridawith a principal place of business located at219 Grinter Hall, Box 115500, Gainesville, FL 32611-5500 (“University”). Sponsor is a recipient of contract awarded by Jacksonville Children’s Commission on the behalf of the City of Jacksonville (“Prime Recipient”). Prime Recipient received a grant from the U.S. Department of Health and Human Services, Substance Abuse and Mental Health Services Administration (SAMHSA).
WITNESSETH
WHEREAS, The University hereby offers to engage and Sponsor accepts engagement by Universityof services, as described in Exhibit “A,” attached hereto and, by this reference, made a part hereof and incorporated herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to the following:
Article 1 - Definitions
As used herein, the following terms shall have the following meanings:
1.1"Project" shall mean the description of the projects described in Exhibit “A” hereof, under the direction of Jeffrey L. Goldhagen, MD, MPH, as co-investigator (University project director).
1.2"Contract Period" is September 30, 2016 through September 29, 2017.
Article 2 – Responsibilities
2.1University shall commence the performance of Project promptly after the effective date of this Agreement, and shall use reasonable efforts to perform such Project substantially in accordance with the terms and conditions of this Agreement, as further described in Exhibit “A.” Anything in this Agreement to the contrary notwithstanding, Sponsor and University may at any time amend Project by mutual written agreement.
2.2In the event that the University project director becomes unable or unwilling to continue Project, and a mutually acceptable substitute is not available within reasonable time, University and/or Sponsor shall have the option to terminate said Project.
2.3Any vacancy or change in professional staff must be reported to the Sponsor’s Project Manager.
2.4 University will perform the services covered by this Agreement pursuant to the provisions of Articles VI, VII, VIII, and IXof the Jacksonville Children’s Commission Contract for Children’s Services entered into by and between Prime Recipient and Sponsor as of September 30, 2016 as described in Exhibit “B,” attached hereto and, by this reference, made a part hereof and incorporated herein. Truth in Negotiation Certificate and Vendor Selection: Signature of this Contract by the University shall act as the execution of the truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the University’s most favored customer for the same or substantially similar service.
2.5For each employee that comes into contact with children; the University will provide a written statement testifying to the completion of a Level 2 Screening Standards, as specified in Section 435.04, the All University personnel working with children will be screened annually according to Florida Statutes and Chapter 394, Laws of Florida, which includes local, state, and national databases. Original documentation to substantiate this written statement must be produced upon the request of the Sponsor.
2.7University will establish policies and records management procedures to assure client privacy.
2.8Audit: A Sponsor receiving funding, either from one funding source or cumulatively from several funding sources, an amount equal to or greater than $100,000 must furnish the Sponsor with a copy of an audit report in accordance with Generally Accepted Auditing Standards (GAAS) issued by the Auditing Standards Board of the American Institute of Certified Public Accountants (AICPA). This report will be for the period of July 1 through June 30, and on the remainder of the City’s fiscal year of October 1 through September 30 will be provided when the following University’s fiscal year audit report is available.
2.9The University agrees to provide the required supporting documentation as detailed in Appendix D.
Article 3 – Deliverables and Compensation
3.1Sponsor agrees to make payment to University in an amount not to exceed $55,896.00 over the term of this contract. University will invoice Sponsor on a quarterly basis on or before the 20th day of the calendar month after the quarter for which services were rendered. Invoice due dates for the term of this contract are January 20, April 20, July 20, and October 20, 2017.An estimate of the final bill amount will be submitted in October, as soon as available to be followed by an actual bill. Requests for payment must describe the services provided and provide all documentation of provision of such services described on Exhibit “A.”Acceptable documentation includes, but is not limited to payroll registers, purchase orders, paid vouchers, travel receipts, invoices and any other documentation deemed necessary and approved by Sponsor, for release of payments under this Agreement. Sponsor shall render payment to University based on cost reimbursement of the services provided and in accordance with the line item budget defined herein, Exhibit “C,” within sixty (60) of receiving acceptable invoice and documentation, subject to the availability of lawfully appropriated funds for this Program.
Article 4 - Publicity
4.1Sponsor will not use the name of University, nor of any member of University's Project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of University. University will not use the name of Sponsor, nor any employee of Sponsor, in any publicity without the prior written approval of Sponsor.
Article 5 - Publications
5.1Sponsor recognizes that under University policy, the results of University Project must be publishable and agrees that Researchers engaged in Project shall be permitted to present at symposia, national, or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of Project, provided, however, that Sponsor shall have been furnished copies of any proposed publication or presentation at least three (3) months in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. Sponsor shall have three (3) months, after receipt of said copies, to object to such proposed presentation or proposed publication because there is patentable subject matter which needs protection. In the event that Sponsor makes such objection, said Researcher(s) shall refrain from making such publication or presentation for a maximum of three (3) months from date of receipt of such objection in order for University to file patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) directed to the patentable subject matter contained in the proposed publication or presentation.
Article 6 - Term and Termination
6.1This Agreement shall become effective upon the Effective Date and shall continue in effect for the full duration of the Contract Period unless sooner terminated in accordance with the provisions of this Article. The parties hereto may, however, extend the term of this Agreement for additional periods as desired under mutually agreeable terms and conditions which the parties reduce to writing and sign. Either party may terminate this agreement upon thirty (30) days prior written notice to the other.
6.2In the event that either party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at this option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice.
6.3Termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. In the event of early termination, University shall be entitled to payment for any work performed and accepted by University and non-cancelable expenses.
Article 7 - Independent Contractor
7.1In the performance of all services hereunder:
7.1.1University shall be deemed to be and shall be an independent contractor and, as such, University shall not be entitled to any benefits applicable to employees of Sponsor;
7.1.2Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound by the acts or conduct of the other.
Article 8 - Insurance
8.1To the extent permitted by Florida law, University warrants and represents that University has adequate liability insurance, such protection being applicable to officers, employees, and agents while acting within the scope of their employment by University, and University has no liability insurance policy as such that can extend protection to any other person.
8.2Each party hereby assumes any and all risks of personal injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees, and agents thereof. This Section 8.2 and any provision of Exhibit “B” is not, nor shall it be interpreted as a waiver of University’s sovereign immunity beyond the limited waiver thereof in Section 768.28, Florida Statutes, by the Florida Legislature pursuant to Article X, Section 13, Florida Constitution (1968 Rev.), as amended.
Article 9 - Governing Law
9.1This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
Article 10 - Assignment
10.1This Agreement shall not be assigned by either party without the prior written consent of the parties hereto.
Article 11 – Entire Agreement
11.1This Agreement constitutes the entire agreement between the parties relating to the Project and supersedes all prior negotiations, representations, agreements, and understandings among the parties with respect thereto. Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutualagreement of authorized representatives of the parties hereto.
Article 12 - Notices
12.1Notices, invoices, communications, and payments hereunder shall be deemed made if given by registered or certified envelope, postage prepaid, and addressed to the party to receive such notice, invoice, or communication at the address given below, or such other address as may hereafter be designated by notice in writing:
Article 13 – Force Majeure
13.1Neither party shall be liable for the failure to perform its obligations under this Agreement if such failure arises out of circumstances beyond a party’s reasonable control, including but not limited to strikes, labor or civil unrest or disturbances, lock outs, riots, wars, fires, floods, hurricanes, tornadoes, other severe weather disturbances or natural disasters, or governmental regulations superimposed after the fact. As soon as circumstances permit and such party is reasonably able to do so, the party invoking this clause shall notify the other party in writing concerning its inability to perform and shall make every reasonable effort to fulfill its obligations under this Agreement. Such delay or inability to perform shall not constitute a breach of this Agreement
If to SponsorEdie Manning
Contract Manager
Partnership for Child Health
910 North Jefferson Street
Jacksonville, FL 32209
If to University:Tina Bottini, Assistant Dean,
Research Administration and Compliance
Office of Research Affairs
University of Florida HSC Jacksonville
580 W. 8th Street, Tower II, Suite 9015
Jacksonville, FL 32209
If Technical Matter:Jeffery Goldhagen, MD, MPH
University of Florida HSC Jacksonville
3rd Floor, LRC
653-1 West 8th Street
Jacksonville, FL 32209
IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as of the day and year above written.
MANAGED ACCESS TO CHILD HEALTH, INC.UNIVERSITY OF FLORIDA
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Mary Soha, MDTina Bottini
Secretary / TreasurerAssistant Dean, Research Administration
and Compliance
EXHIBIT A
Deliverables for Expansion Year 2
September 30, 2016 to September 29, 2017
Jeffrey L. Goldhagen, MD, MPH, as co-investigator, is responsible for the deliverables of this agreement. In this role he will:
- Provide leadership for he development and implementation of the Fostering System of Care Initiative project.
- Provide fiscal and administrative oversight to the project.
- Provide accountability to the funded community for the proper conduct of the cooperative agreement.
- Ensure the project is implemented in accordance with grant requirements and the requirements of the contact between the Jacksonville Children’s Commission and Managed Access to Child, Inc.
- Ensure the involvement of the community and all stakeholders in the initiative.
- Attend and participate in Frameworks messaging training.
- Attend quarterly stakeholders meeting.
EXHIBIT B
PRIME CONTRACT
Jacksonville Children’s Commission
Agreement
EXHIBIT C
Line Item Budget Expansion Year 2
Budget for the period of September 30, 2016–September 29, 2017
FTE / Percent of Year / Salary / Salary requested / Benefit / Subtotal / IDC (28.5%) / Total
Jeffrey Goldhagen / 20% / 100% / $ 185,100 / $37,020 / $6,478.50 / $43,498.50 / $12,397.07 / $55,896.00
EXHIBIT D
SUPPORTING DOCUMENTATION REQUIRED
The University of Florida shall provide the Partnership for Child Health with the following items:
- Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion (form attached)
- Certification Regarding Lobbying (form attached)
- Name and Contact Information of Invoicing Authority
Joe Andes
Contracts and Grants
University of Florida
PO Box 113001
123 Grinter Hall
Gainesville, FL 32611-3001
352-273-3089
- W-9
- IRS 501(c)3 letter (Non-profit agencies only)
- Copies of Liability and Workman’s Compensation Insurance showing coverage limits and effective dates (required limits below)
Workers’ CompensationFlorida Statutory Coverage
Employers’ Liability $200,000 Each person
$300,000 Each occurrence
General Liability $200,000 Each person
$300,000 Each occurrence
Automobile Liability
General Liability $200,000 Each person
$300,000 Each occurrence
Personal Injury$10,000.00 Each person
$10,000.00 Each occurrence
- Proof of level 2 background screening (Level II) for any persons with client contact
- Methodology used to calculate indirect expenses (if university copy of rate agreement)
- Letter of intention to provide non-federal in-kind contribution (if applicable)
CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY
EXCLUSION
This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, signed February 18, 1986. The guidelines were published in the May 29, 1987 Federal Register (52 Fed. Reg., pages 20360-20369).
INSTRUCTIONS
- Each provider must sign this certification prior to execution of each contract/subcontract. Additionally, providers who audit federal programs must also sign this certification. The Partnership for Child Health cannot contract with these types of providers if they are debarred or suspended by the federal government.
- This certification is a material representation of fact upon which reliance is placed when this Agreement is entered into. If it is later determined that the signer knowingly rendered an erroneous certification, the Federal Government may pursue available remedies, including suspension and/or debarment.
- The Provider shall provide immediate written notice to the Contract Manager at any time the provider learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
- The terms “debarred”, “suspended”, “ineligible”, “person”, “principal”, and “voluntarily excluded”, as used in this certification, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the Contract Manager for assistance in obtaining a copy of those regulations.
- The Provider agrees by submitting this certification that, it shall not knowingly enter into any subcontract with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this Agreement unless authorized by the Federal Government.
- The Provider further agrees by submitting this certification that it will require each subcontractor of this Agreement to submit a signed copy of this certification.
- The Partnership for Child Health may rely upon a certification of a provider that it is not debarred, suspended, ineligible, or voluntarily excluded from contracting/subcontracting unless it knows that the certification is erroneous.
- This signed certification must be kept in the Contract Manager’s file. Subcontractor’s certifications must be kept at the contractor’s business location.
CERTIFICATION
The Provider certifies, by signing this certification, the following:
a)The Provider is not barred, suspended, or otherwise prohibited from doing business with any government entity, or has been barred, suspended, or otherwise prohibited from doing business with any government entity within the last 5 years;
b)The Provider is not under investigation or indictment for criminal conduct, or has been convicted of any crime which would adversely reflect on their ability to provide services to vulnerable populations, including, but not limited to, abused or neglected children, or which adversely reflects their ability to properly handle public funds;
c)The Provider is not currently involved, or has been involved within the last 5 years, with any litigation, regardless of whether as a plaintiff or defendant, which might pose a conflict of interest to the department, the state or its subdivisions, or a federal entity providing funds to the department;
d)The Provider has not had a contract terminated by the department for a failure to satisfactorily perform or for cause; or
e)The Provider has not failed to implement a corrective action plan approved by the department or any other governmental entity, after having received due notice.
Where the prospective Provider is unable to certify to any of the statements in this certification, such prospective Provider shall attach an explanation to this certification.
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Signature Date
Tina Bottini
Assistant Dean, Research Administration
and Compliance
CERTIFICATION REGARDING LOBBYING
(Certification for Contracts, Grants, Loans, and Cooperative Agreements)
The undersigned certifies, to the best of his or her knowledge and belief, that: