Non-Clinical/Non Federal Subcontract


Non-Clinical/Non Federal Subcontract

SUBCONTRACT NO. ___________________

Cost Reimbursement Subcontract

Between

The BOARD OF REGENTS on Behalf of GEORGIA HEALTH SCIENCES UNIVERSITY

and ___________________________________

THIS SUBCONTRACT, entered into this ________ day of _______, 20____ by and between the BOARD OF REGENTS on behalf of the GEORGIA HEALTH SCIENCES UNIVERSITY, hereinafter referred to as GHSU, and _____________ _______,hereinafter referred to as the SUBCONTRACTOR, is for the purpose as hereinafter set forth.

WHEREAS, GHSU is the recipient of Grant/Contract No. ____________ from (insert prime sponsor name) for support of a project entitled ________ ______________________________ and,

WHEREAS, said Grant/Contract approves collaborative effort by GHSU and the SUBCONTRACTOR and the SUBCONTRACTOR has agreed to use its personnel, facilities, and best efforts in the performance of the work requirements.

THEREFORE, the parties mutually agree as follows:

ARTICLE I. STATEMENT OF WORK

The SUBCONTRACTOR shall provide the necessary personnel, facilities, data and materials to perform the services specified in the attached Statement of Work, marked Exhibit A, and by reference is incorporated herein.

ARTICLE II. SCHEDULE FOR DELIVERABLE ITEMS OR REPORTS OR BOTH

In connection with, and as part of the work to be performed the SUBCONTRACTOR shall submit reports as specified in the Statement of Work attached hereto and as otherwise required by GHSU under the terms of the Grant/Contract No. .

ARTICLE III. PERIOD OF PERFORMANCE

Performance of this Subcontract shall begin on ________________________ and shall not extend beyond the completion date of, __________________, unless further extended by amendment of the Subcontract.

ARTICLE IV. ESTIMATED COST AND PAYMENT

This is a cost-reimbursable agreement with a not-to-exceed condition. GHSU shall reimburse SUBCONTRACTOR'S actual costs for the performance of work under this subaward in the amount not to exceed $ ____ _____, in accordance with Exhibit A, attached hereto and made a part of this subaward.

{Applicable if subaward includes cost-sharing}

$ SUBCONTRACTOR'S Cost-Share $ Reimbursable Costs from GHSU

$ Total Project Costs

GHSU shall reimburse SUBCONTRACTOR upon receipt and approval of invoices that will be provided to GHSU in form and detail as indicated in Exhibit B. Invoices shall be sent to:

Division of Sponsored Program Administration

Georgia Health Sciences University

1120 15th Street, CJ-3301

Augusta, GA 30912-4810

706�721�2592

SUBCONTRACTOR shall submit invoices no more frequently than monthly and no less frequently than quarterly. SUBCONTRACT shall provide GHSU with a final invoice within 45 days of the subaward end date.

Where applicable, SUBCONTRACTOR shall furnish quarterly Matching Funds Expenditures Reports in the form as shown in Exhibit C. These reports will be sent no later than 45 days after the end of each quarter and 45 days after the end of the period of performance and submitted to:

Division of Sponsored Program Administration

Georgia Health Sciences University

1120 15th Street, CJ-3301

Augusta, GA 30912-4810

706�721�2592

ARTICLE V. SPECIAL PROVISIONS

  1. The SUBCONTRACTOR agrees to maintain books, records and documents and other evidence pertaining to all costs and expenses incurred and revenues acquired under this Subcontract to the extent and in such detail as will properly reflect all costs and expenses of whatever nature for which reimbursement is claimed. The books of account and other records which are applicable shall at all times be available for inspection, review and audit by GHSU to determine proper application and use of all funds paid to or for the account of benefits of the SUBCONTRACTOR.

  2. This Subcontract may not be assigned in whole or in part without the prior consent of GHSU.

  3. Title to equipment purchased by the SUBCONTRACTOR pursuant to the terms of this contract shall remain with GHSU, and equipment shall be returned to GHSU upon the termination of this agreement, unless other disposition is mutually agreed upon and permitted under terms of the Master Grant/Contract.

  4. SUBCONTRACTOR hereby agrees to indemnify and hold harmless GHSU from any and all claims or liability that may arise out of or on account of any failure on the part of SUBCONTRACTOR to perform any service or duty as herein agreed.

  5. SUBCONTRACTOR assumes sole responsibility for reimbursement to the granting or funding agency of a sum of money equivalent to the amount of any expenditures disallowed should the granting or funding agency or an authorized agency rule through audit exception or some other appropriate means, that expenditures from funds allocated to the SUBCONTRACTOR for direct and/or indirect costs were not made in compliance with the regulations of the granting or funding agency or the provisions of this Subcontract.

  6. Any and all terms and conditions mandated by (insert prime sponsor name) are incorporated by reference herein and must be adhered to with this subcontract.

ARTICLE VI. PROJECT DIRECTORS

The Project Director representing GHSU for the purpose of technical direction of contract performance shall be ___________________.

The Project Director representing the SUBCONTRACTOR for the purpose of technical direction in accordance with Article I, shall be____________________.

A change in the designated project director shall require written prior approval of GHSU.

ARTICLE VIII. TERMINATION

Either party may terminate this subaward upon thirty days written notice to the other party. However, in the event that the (insert prime sponsor name) terminates the award to GHSU prior to the award's end date as stated in Article III, this subaward will be immediately terminated. In the event of termination, GHSU will reimburse SUBCONTRACTOR for all expenses incurred through the date of termination, contingent upon GHSU receiving said funds from the (insert prime sponsor name).

ARTICLE IX. INCORPORATION OF APPLICABLE PROVISIONS OF THE GRANT

All applicable provisions of the Grant/Contract between GHSU and ____________________________ under Grant/Contract No.________ shall be binding upon the SUBCONTRACTOR and the SUBCONTRACTOR agrees to comply with same.

A. Civil Rights Assurance

The SUBCONTRACTOR shall comply with Title VI of the Civil Rights Act of 1964 and executive order 11246 and shall have on file a valid Assurance of Compliance.

B. Protection of Human Subjects

The SUBCONTRACTOR agrees to comply with the provisions of the code of Federal Regulations, 45 CFR Part 46, Subpart A. "Protection of Human Subjects" and specifically Section 46-107, "Special Assurances" and have on file a valid Assurance of Compliance. Procedures must be established to assure continued monitoring and compliance with these requirements.

C. Care and Treatment of Laboratory Animals

The SUBCONTRACTOR agrees to comply with applicable portions of the Animal Welfare Act (P. L. 89-544) as amended by P. L. 91-579 (Title 9CFR, Parts 1, 2 and 3).

ARTICLE X. FAIR EMPLOYMENT CONTRACTING ACT

During the performance of this Subcontract, the SUBCONTRACTOR agrees as follows: The SUBCONTRACTOR will not discriminate against any employee or applicant for employment because of race, religion, color, sex, age or national origin, in accordance with State and Federal Laws, Rules and Regulations.

ARTICLE XI. PATENTS RIGHTS CLAUSE

The SUBCONTRACTOR hereby agrees to report fully and promptly to GHSU any invention conceived or first actually reduced to practice in performance of this Agreement (hereinafter referred to as "such invention(s)".

Patent Rights shall be determined in accordance with the policies ___________________________________ as set forth in the Grant/Contract and Provisions of P. L. 96.517.

In addition, the SUBCONTRACTOR agrees to furnish the following materials, disclosures and reports:

  • Upon request, such duly executed instruments and such other pages are deemed necessary to vest in GHSU or its designee the rights granted under this clause and to enable GHSU or its designee to apply for and prosecute any patent application, in any country, covering such invention.

  • Interim reports on the first anniversary of this Subcontract where extended or renewed and every year thereafter listing all such inventions made during the period whether or not previously reported or certifying that no inventions were conceived or first actually reduced to practice during the applicable period.

  • Prior to final settlement of this Subcontract, a final report listing all such inventions, including all those previously listed in interim reports, or certifying that no inventions were conceived or first actually reduced to practice under the Subcontract.

ARTICLE XII. PUBLICATIONS

The SUBCONTRACTOR is encouraged to make the results and accomplishments of its activities available to the public. Prior program approval is not required for publishing the results of an activity under this Subcontract. However, an acknowledgement of support must be made through the use of the following or comparable footnote:

"The project was supported by Grant/Contract No.___________________, awarded by the ___________________."

Within 60 days before expected publication, the SUBCONTRACTOR shall provide GHSU with a copy of each article submitted for publication.

ARTICLE XIII. ENTIRE AGREEMENT

This Subcontract constitutes the entire agreement between GHSU and the SUBCONTRACTOR with respect to the subject matter hereof.

No waiver, modification or amendment of any of the terms or conditions hereof shall be effective unless set forth in writing and duly signed by GHSU and the SUBCONTRACTOR.

IN WITNESS THEREOF, the parties have executed this agreement by their duly authorized officers on the date first herein set out:

_________________________________

Name of Principal Investigator Date

The Board of Regents on Behalf of the

GEORGIA HEALTH SCIENCES UNIVERSITY

_________________________________

Name Date

Title

__________________________________

Name of Principal Investigator Date

SUBCONTRACTOR

__________________________________

Name of Administrative Official Date

to Bind the SUBCONTRACTOR