SUB AGREEMENT
BETWEEN
GALLAUDET UNIVERSITY
AND
XXXXXXXXXX
This Agreement (“Agreement”) is entered into by and between Gallaudet University (“Gallaudet”), an educational institution located at 800 Florida Ave NE, Washington, DC 20002 and ______(“Subrecipient”), (an educational institution or corporation) in the state of ______.
WHEREAS, XXX ("Funding Agency") has awarded Gallaudet University a grant/contract for the project "XXX” Awardt Number X, CFDA Number X (“Prime Award”); and
WHEREAS, Subrecipient has proposed to collaborate with Gallaudet on the Prime Award;
NOW, THEREFORE, in consideration of the mutual promises and benefits hereunder and other good and valuable consideration, the parties mutually agree to all of the following:
1. STATEMENT OF WORK
Subrecipient agrees to perform the work described in the Statement of Work. A summary of the work to be performed is attached as Attachment 1, incorporated herein.
2. TERM AND TERMINATION
A. The period of performance (“Term”) shall begin on date, and shall not extend beyond date, (“End Date”), unless mutually agreed in writing by both parties.
B. Any extension, continuation, or further funding of this Agreement beyond the End Date shall be subject to:
i. appropriate time extension approvals by Gallaudet or the Funding Agency, as applicable; and
ii. continuation by the Funding Agency of the Prime Award and authorization by the Funding Agency of specific funds for the Subrecipient’s portion of the work.
C. This Agreement may be terminated:
i. any time the Prime Award is terminated by the Funding Agency, and Subrecipient receives from Gallaudet written notice to that effect; or
ii. if Subrecipient fails to perform any obligation under this Agreement, Gallaudet gives Subrecipient thirty (30) days written notice of pending termination, and Subrecipient fails to cure or correct said deficiency within such thirty day period, or such period as the parties may mutually agree in writing; or
iii. without cause by either party, by giving at least thirty (30) days advance written notice to the other party prior to the End Date of this Agreement. This is the first year of an approved XXX year project. Future years will be funded through amendments to this Agreement.
D. In the event of termination, Gallaudet shall reimburse Subrecipient for actual costs incurred up to the date of termination, and for any non-cancelable commitments and obligations made prior to the date of notice of such termination. Reimbursement shall be made in accordance with sections 5 and 6 of this Agreement.
3. BUDGET
A. This is a cost reimbursable agreement. The not to exceed budget, in the amount of $ .00, for Subrecipient’s performance under this Agreement is provided in Attachment 2, incorporated herein.
B. Total expenditures for Subrecipient’s performance shall not exceed the budgeted amount stated in Attachment 2, except as provided in section C of this paragraph.
C. Additional funds not allocated in Attachment 2 may be awarded to Subrecipient if mutually agreed to in writing by both parties. Any such additional funds shall be subject to availability from Gallaudet or the Funding Agency. To apply for additional funds under this paragraph, Subrecipient shall at any time during the Term of this Agreement, submit one copy of the proposed budget changes to the Gallaudet Administrative Contact identified in section7(B) of this Agreement.
4. ALLOWABLE COSTS
The allowability of costs under this Agreement shall be determined in accordance with:
i. the provisions of the Prime Award; and
ii Subcontracts with Educational Institutions– FAR (Federal Acquisition Regulation), Subpart 31.3; Subcontracts with Nonprofit Organizations-FAR, Subpart 31.7; or Subcontracts with Commercial Organizations – FAR, Subpart 31.2, as applicable.
5. PAYMENT
A. Subrecipient may submit invoices to Gallaudet not more than once per month and Gallaudet shall reimburse Subrecipient only for actual costs incurred on the project.
B. Total reimbursement shall not exceed the amount allocated in the Prime Award, identified in Attachment 2, except as provided in section 4.C. of this Agreement.
C. Invoices shall reference the name of this project, “Project Name” and the Gallaudet Grant Number XXX. Invoices shall also include the approved budget as stated in Attachment 2 of this Agreement, the expenditures for the period being invoiced, the total expenditures to date, and the remaining balance of the budget. The Subrecipient’s fiscal agent will certify invoices for accuracy and propriety. A sample invoice format to be used for this Agreement is provided as Attachment 3. A final invoice is due within thirty (30) calendar days following the End Date or termination date of this Agreement. Each invoice shall be sent to the Gallaudet Project Director, insert name and address of PI or PD
D. Gallaudet retains the right to review any and all payments or reimbursements made to Subrecipient. If, upon review, any such fund transfer is found to be incorrect for any cause or disallowed under the Prime Award, Subrecipient shall return such funds upon demand to Gallaudet. Gallaudet may, in its sole discretion, deduct such funds from future payments to be made to the Subrecipient, without prejudice; subject, however, to the Subrecipient’s right thereafter to establish the appropriateness and validity of any costs disallowed under this Agreement.
6. KEY PERSONNEL
A. The Gallaudet Project Director is XXX, who shall be responsible for the overall direction and coordination of the work to be performed under this Agreement and the Prime Award. All invoices, correspondence or notices of a technical or programmatic matter related to this Agreement shall be forwarded to XXX at the below referenced address.
B. Subrecipient's Principal Investigator responsible for the conduct of the work related to this Agreement is XXX. Any correspondence or notices of a technical or programmatic matter related to this Agreement shall be forwarded to XXX. Should Subrecipient's Principal Investigator become unavailable, Subrecipient shall propose a substitute principal investigator subject to approval in writing by Gallaudet and the Funding Agency.
GALLAUDET / SubrecipientT: 202
F: 202
Email: @gallaudet.edu / T:
F:
7. NOTICES AND CORRESPONDENCE
All administrative, contractual, and business notices required by this Agreement shall be made in writing and sent prepaid by certified mail to the person and address of the Gallaudet Administrative Contact and Subrecipient Contact identified below, as applicable:
GALLAUDET / SubrecipientPamela McLelland
Contracts Specialist
Contracts and Purchasing
Gallaudet University
800 Florida Ave NE
Washington, DC 20002
T:
F:
Email: / T:
F:
Email:
8. AUDIT AND COMPLIANCE
The provisions of the Single Audit Act of 1984, or OMB Circular A-128 (Audits of State and Local Governments), or OMB Circular A-133 (Audits of Institutions of Higher Education and Other Non-Profit Institutions), as applicable, shall apply to this Agreement. If Subrecipient is an Institution of Higher Education or Non-Profit entity, it shall assure Gallaudet that it complies with A-133. It shall notify Gallaudet of the completion of required audits and any adverse findings which impact this subaward. For-Profit entities’ surveys, audits, and examinations shall conform to the Government Auditing Standards issued by the Comptroller of the United States and any guidelines issued by the Funding Agency.
9. EQUIPMENT ACCOUNTABILITY AND DISPOSITION
Any and all equipment purchases pursuant to this Agreement shall be treated in accordance with the provisions of the Prime Award in effect on the date of execution of this Agreement, except as modified by this Agreement.
10. LIABILITY AND INSURANCE
A. Gallaudet University is a private institution that purchases insurance at or beyond the maximum provided by the District of Columbia law.
B. The Subcontractor shall be solely responsible for any and all third party liability that might be incurred in the performance of this subcontract. Therefore, Subcontractor shall maintain sufficient insurance coverage for Public Liability, Property Damage, Employer's Liability and Compensation Insurance and Motor Vehicle Liability (Personal Injury and Property Damage). Subrecipient shall maintain at it’s own expense: (a) Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence for bodily injury or property damage; (b) Professional Liability Insurance in an amount not less than $1,000,000 per occurrence; (c) Workers’ Compensation Insurance in an amount not less than that prescribed by statutory limits; (d) Commercial Automobile Liability Insurance applicable to bodily injury and property damage, covering owned, non-owned, leased, and hired vehicles, in an amount not less than $1,000,000 per occurrence as applicable; and (e) an Umbrella Policy in an amount not less than one million ($1,000,000) to apply over and above Subrecipient’s Commercial General Liability, Employer’s Liability, Workers’ Compensation, and Commercial Automobile Liability insurance coverage. Insurance is to be placed with insurers with a current A.M. Best’s rating of A or better. Subrecipient shall provide Gallaudet with a certificate of insurance with the above limits.
C. By requiring the above minimum insurance, Gallaudet shall not be deemed or construed to have assessed the risk that may be applicable to the Subrecipient. The Subrecipient shall asses its own risks and if it deems it appropriate or prudent, may maintain higher limits and broader coverages. Subrecipient shall provide Gallaudet with a Certificate of Insurance upon request.
D. The Subcontractor further agrees to save and hold harmless Gallaudet University, its officers, agents and employees from any and all liability including claims, demands, losses, costs, damages and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this subcontract where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the Subcontractor while acting within the scope of their employment.
11. PUBLICITY AND USE OF NAME
A. Any and all news releases, advertising, promotion, sales literature, or other publicity released by either party concerning this Agreement, shall be subject to prior written approval of the other party, and subject to the prior written approval of the Funding Agency, as appropriate. Any such publicity shall credit the contributions of each party.
B. Neither party shall use the name, insignia, or trademark of the other party, nor any adaptation thereof, nor the names of any of its employees in any advertising, promotion or sales literature without the written consent of the other party.
12. INTELLECTUAL PROPERTY
A. Subrecipient and Gallaudet agree to report promptly and fully to each other any research results including but not limited to inventions, improvements, discoveries, or developments which may be patentable or copyrightable resulting from this mutual collaboration. The receiving party shall hold such disclosure on a confidential basis and will not disclose the information to any third party without consent of the disclosing party.
B. As a general principle, any invention, improvement, discovery, or developments arising from this agreement whether patentable, copyrightable or not, which are made by employees of Gallaudet shall belong to Gallaudet (hereinafter “University Intellectual Property”) and those made by employees of Subrecipient shall belong to Subrecipient.
C. Due to the close interaction of Subrecipient and Gallaudet researchers and the collaborative nature of this team effort, it may be impossible to identify or separate the contributions of each party. In such cases, inventorship shall be determined by legal means, and in cases where inventors are from both Subrecipient and Gallaudet, title to the intellectual property shall be held jointly. Subrecipient and Gallaudet agree to negotiate in good faith a license agreement to allow for effective commercialization of jointly held intellectual property.
D. It is possible that Subrecipient or Gallaudet may possess rights in background intellectual property, that is, intellectual property not otherwise subject to this agreement, which would be useful or essential to the practice or commercialization of the results of projects arising from this agreement. Where Gallaudet and Subrecipient determine that background technology may exist, Subrecipient and Gallaudet will use reasonable efforts to negotiate licensing rights that will allow the practice and commercialization of these results.
13. SUBCONTRACTING
Except as may be provided elsewhere in this Agreement, Subrecipient shall not enter into any sub-agreements, in whole or in part, without the prior written approval of Gallaudet, and subject to such conditions Gallaudet may require. Purchase Orders and other routine expenditures are not subject to this provision.
14. REPORTS
A. Subrecipient shall provide reports as required by Gallaudet’s Project Director, including but not limited to a final report due thirty (30) days prior to the End Date of this Agreement.
B. Subrecipient shall submit reports of expenditures and a final report regarding the subcontracted activities to Project Director within sixty (60) days after the termination of this Agreement.
C. All Reports shall be submitted to Gallaudet’s Project Director at the address identified in Section 7(A) of this Agreement.
15. RECORDS/RECORDS RETENTION
A. Fiscal Records - Subrecipient shall maintain such books, records, documents, and other evidence, accounting procedures, and practices sufficient to reflect properly all direct and indirect costs of whatever nature it claims to have incurred for the performance of this Agreement.
B. Technical Records - Subrecipient shall keep clear and accurate records of the procedures conducted and data collected throughout the Term so that the progress of the project may be readily evaluated at any time by Gallaudet’s Project Director.
C. Audit of Books - Financial reports, supporting documents and other records related to this Agreement shall be retained by Subrecipient for a period of three (3) years from the date of final payment except that records that relate to audits, appeals, litigation or the settlement of claims arising out of performance of this Agreement shall be retained until such audits, appeals, litigation or claims have been disposed of.
16. RELATIONSHIP
The relationship of the parties to each other is solely that of independent contractors. Neither party shall be considered an employee, agent, partner or fiduciary of the other except for such purposes as maybe specifically be enumerated herein, nor shall anything contained in this Agreement be construed to create any partnership or joint venture between the parties. Subrecipient shall not enter into any agreement or incur any obligations on Gallaudet’s behalf, or commit Gallaudet in any manner without Gallaudet’s prior written consent.
17. PUBLICATION