UM-S2__

SUBAWARD

between

UNIVERSITY OF MAINE SYSTEM

Acting Through the University of Maine

and

______________________________________________

THIS SUBAWARD, entered into as of_____________, by and between the University of Maine System, acting through the University of Maine, (hereinafter referred to as "University"), and the____________________________ (hereinafter referred to as "Subawardee"):

WITNESSETH THAT:

WHEREAS, the University has received (agency name) award number (number), funded under CFDA (number & title) (hereinafter referred to as "project title") to provide certain research work; and

WHEREAS, the University desires to have Subawardee perform a certain portion of said research work; and

WHEREAS, the Subawardee has represented that it has the present ability to perform said research work;

NOW THEREFORE, the parties hereto mutually agree as follows:

STANDARD PROVISIONS

ARTICLE I - Statement of Work

The Subawardee shall provide all necessary personnel, equipment, materials, and facilities to accomplish, the research tasks as set forth in Attachment I appended hereto and incorporated herein by reference. The University must approve any change in the scope of work in writing.

ARTICLE II - Key Personnel

The University's Project Director is______________________. The Subawardee's Project Director responsible for the conduct of the work under this agreement is _______________. The University's Project Director is not authorized to change any element of this Subaward. All changes shall be consummated by formal written amendment signed by both parties.

ARTICLE III - Changes in Key Personnel

If the Subawardee's Project Director __________________ ceases to serve as Project Director under this Subaward, the decision as to the continuance of the Subaward will be made by the University on the basis of information supplied by the Subawardee. Any change in the Subawardee's Project Director requires the express written approval of the University.

ARTICLE IV - Period of Performance

The project period and budget period shall be from ______________ through______________. The project period and budget period may be extended upon mutual agreement of the parties, evidenced by formal written amendment signed by both parties.

ARTICLE V - Pre-Award Costs

The Subawardee may, at its own risk, incur obligations and expenditures to cover costs prior to the beginning date of this Subaward provided the following criteria are met:

a. costs must be incurred within 90 days of the beginning date of the award;

b. the costs incurred are considered necessary for the conduct of the project; and

c. the costs are allowable under the subaward.

The Subawardee must be fully aware that pre-award costs must not impair its ability to accomplish project objectives or in any way adversely affect the conduct of the project. Additionally, the incurrence of costs prior to the award of a Subaward imposes no obligation on the University or (agency name). Subawardee must seek prior written approval from the University before requesting reimbursement of costs incurred more than ninety (90) days before the beginning date of the award.

ARTICLE VI - Notification of Award for Similar Programs

The Subawardee shall immediately provide written notification to the University's Office of Research and Sponsored Programs, Attn: Arlene Russell, in the event that, subsequent to this award, other Federal financial assistance is received relative to the Scope of Work of this Subcontract. The complete address is shown in Attachment II which is hereby incorporated by reference.

ARTICLE VII - Cost & Limitation of Obligation

The estimated cost for complete performance of this Subaward is $_________. Subawardee's budget is appended hereto as Attachment III which is hereby incorporated by reference. University shall not be obligated to reimburse Subawardee for costs exceeding the amount specified in this paragraph.

ARTICLE VIII - Payment

A. The University shall reimburse the Subawardee for allowable costs in the performance of this agreement. Such reimbursement shall not exceed the amount specified in Article VII. Allowable costs shall be determined in accordance with the approved budget, Attachment III.

B. Payments by the University to the Subawardee shall be made upon receipt and approval of invoices from the Subawardee. Invoices shall be submitted by the Subawardee no more frequently than monthly and no less frequently than quarterly, with the final invoice to be submitted no later than sixty (60) days following the expiration date of the performance period. Invoices shall show current approved project budget, current claim, and cumulative expenses incurred to date, by budget category as shown in the approved budget, Attachment III and the sample invoice, Attachment IV.

C. The invoices shall be forwarded for payment processing to the University's Office of Research and Sponsored Programs, Attn: Grant Accountant. The complete address is shown in Attachment II. Invoices may also be submitted electronically to the following e-mail address: sponsored@umit.maine.edu

University shall forward payment of invoices to:

___________________________

Phone: _____________________

E-mail: ______________________

D. All costs incurred in the performance of the research effort will be subject to audit by the Federal Government or University. Upon request the Subawardee will allow the auditors access to records necessary to support reported costs.

E. In the event that payments by the University include payment for costs subsequently disallowed by the University or the Federal Government, through audit exception or by other appropriate means, the Subawardee shall repay on demand the amount of any such disallowed costs, subject to the Subawardee's right to establish the allowability of any such cost.

ARTICLE IX - Rebudgeting

A. Cost related "prior approvals" required by OMB Circular A-21 (Section J) are waived by ____________. However, requirements for allowability, reasonableness, allocability and consistency of costs remain applicable.

B. The Subawardee shall not reduce the funds allocated in the approved budgets for Subawards without prior written approval of the University.

C. The Subawardee is not authorized at any time to transfer amounts budgeted for direct costs to the indirect cost line item or vice versa.

D. The Subawardee shall not sub-grant the approved project in whole, or in any part, except to the parties and for the purposes contained in Attachment I, without the advance written approval of the University.

E. The Subawardee must request prior written approval from the University for all proposed sole source contracts or where only one bid or proposal is received in which the aggregate expenditure is expected to exceed $100,000.

ARTICLE X - Audit

Subawardee agrees to comply with the requirements of OMB Circular A-133. Subcontractor further agrees to provide University with copies of any of the independent auditor's reports which present instances of non-compliance with Federal laws and regulations which bear directly on the performance or administration of this Subaward. Furthermore, Subawardee shall identify all audit findings which are related specifically to the performance or administration of this Subaward. In cases of such non-compliance, Subawardee shall also provide copies of responses to auditor's reports and a plan for corrective actions. Subawardee shall cooperate with University in resolving questions University may have concerning the auditor's reports and plan for corrective action. All reports prepared in accordance with the requirements of OMB Circular A-133 shall be available for inspection by representatives of the University or the Federal Government during normal business hours.

ARTICLE XI - Independent Contractor

Subawardee and its employees, if any, shall be deemed to be and shall be independent contractors for whom no Federal or State Income Tax will be deducted by the University, and for whom no retirement benefits, social security benefits, group health or life insurance, vacation and sick leave, Worker's Compensation and similar benefits available to University employees will accrue. Subawardee will be responsible for compliance with all applicable laws, rules and regulations involving but not limited to, employment, labor, hours of work, working conditions, workers compensation, payment of wages, and payment of taxes, such as unemployment, social security and other payroll taxes, including other applicable contributions from such persons when required by law.

Neither 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 XII - Reports

Subawardee will provide University with a copy of subawardee’s most recent A-133 audit report, or most recent audited financial statement available at the time of signature. In addition, Subawardee will provide University with a copy of the A-133 report(s) for the performance period of this agreement. Failure to receive the most recent report at the time of signature may delay payment to Subawardee until the report is received. Brief Technical Progress Reports shall be submitted by the Subawardee every six months after the start date of the award period. Reports are due no later than 30 days following the end of the reporting period. The first report shall be for eight months and will cover the period_________________ through _______________. This report shall be due ____________________. A final Technical Progress Report shall be submitted within 60 days after the expiration date of this Subaward. The Technical Progress Reports should summarize activity during the preceding period, identify any significant scientific developments, and describe any problems encountered. In addition, reprints of publications should be provided as soon as they become available.

Financial Status Report (SF-269) shall be submitted by the Subawardee every six months after the start date of the award period. Reports are due no later than 30 days following the end of the reporting period. A final (SF-269) shall be submitted within 60 days after the expiration date of this Subaward.

ARTICLE XIII- Property

The Subawardee must request prior approval from University to purchase equipment costing in excess of $5,000 per unit and having a useful life of more than one year. This condition applies to equipment not specifically identified and justified in the Subcontractor's proposal and approved budget.

In addition the Subawardee shall provide a list of all non-expendable personal property purchased under this Subaward to the University's Office of Research and Sponsored Programs, Attn: Arlene Russell, no more than 120 days and no less than 90 days before the expiration of this Subaward. The complete address is shown in Attachment II.

The Subawardee shall also comply with the property standards as stipulated in the applicable administrative requirements.

ARTICLE XIV - Patents, Inventions and Copyrights

Patents and inventions shall be in accordance with the clause found at 37 CFR part 401 (Standard Patent Rights Clauses) and is incorporated herein by reference to the same extent as if provided in full text.

Authors are free to arrange for copyright without approval when publications or similar materials are developed from work supported in whole or in part by this Subaward. Any such copyrighted materials shall be subject to a royalty-free, non-exclusive, and irrevocable license to the University and the Federal Government to reproduce them, translate them, publish them, use and dispose of them, and to authorize others to do so.

ARTICLE XV - Publications

Project Directors are encouraged to publish the results of their research. ___________ support should be acknowledged as follows: "This work was supported ('in part' if appropriate) by an award from the__________. The views expressed herein are those of the author(s) and do not necessarily reflect the views of _____________________________ or any of its sub-agencies."

Three copies of all publications or reports printed with ______________________ funds and intended for public distribution shall be furnished to the University. All such publications or reports shall all bear the___________________ logo on the cover or first page, and the following: "A publication (or report) of the_______________________ pursuant to _________________________ Award No.____________________.

ARTICLE XVI - Certifications

By signing this Agreement, Subawardee hereby certifies that:

(a) It is not delinquent on any Federal debt, pursuant to the requirements of OMB Circular A-129;

(b) It presently is not debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency, pursuant to Executive Order 12549;

(d) It has adequate systems and controls to comply with the requirements of this Subawardee.

ARTICLE XVII - Nondiscrimination

Subawardee shall not discriminate and shall comply with all applicable Federal, State and local laws and University policies prohibiting discrimination on the basis of race, color, religion, sex, sexual orientation, national origin or citizenship status, age, disability, or veteran status.

ARTICLE XVIII - Indemnification

Subawardee shall indemnify, defend and save harmless University from any and all loss, damage, claims, actions and suits whatsoever including all costs, expenses, and attorney's fees that the University may become liable to pay or defend as the result of the negligent or willful acts or omissions of Subawardee, it employees, or agents, or any claims for violation of proprietary rights, copyrights or rights of privacy, arising out of or in any way connected with the activities under this Subaward. Subawardee expressly retains its right to recovery from University in the event of adjudication by a court of competent jurisdiction if: (1) the Subawardee and University are jointly liable for loss or damage to a third party; and (2) the judgment against University is based upon its sole and direct liability.

ARTICLE XIX - Insurance Requirement

Subawardee shall maintain the following insurance during the term of this Subaward:

        Insurance Type                        Coverage Limit

1.  Commercial General Liability              $1,000,000 per occurrence or more

    (Written on an Occurrence-based form)     (Bodily Injury and Property Damage)

2.  Automobile Liability                      $1,000,000 per occurrence or more

     (Including Hired & Non-Owned)            (Bodily Injury and Property Damage)

3.  Workers Compensation                      In compliance with Maine law.

The University of Maine System shall be named as an Additional Insured on the Commercial General Liability Insurance.

Certificates of Insurance for all of the above insurance shall be filed with the University's Office of Research and Sponsored Programs prior to the date of performance under this Agreement. The complete address is shown in Attachment II which is herein incorporated by reference. Said certificates, in addition to proof of coverage, shall contain the standard Accord statement pertaining to written notification in the event of cancellation, with a thirty (30) day notification period.

As additional insured and certificate holder, the University should be included as follows:

       The University of Maine System

                    Office of Facilities

                    16 Central Street

                    Bangor, Maine 04401

ARTICLE XX - Governing Laws

The Subaward shall be governed by and construed in accordance with the laws of the State of Maine.

ARTICLE XXI - Termination

University or the Subawardee may terminate this Subaward with or without cause at any time by giving thirty (30) days written notice to the other party. Subawardee shall, upon receipt of any such notice of termination, refrain from incurring any further costs under this Subaward and shall use its best efforts to cancel commitments made by it prior to receipt of such notice. The University shall pay for costs and noncancelable commitments incurred prior to the specified date of termination.

In the event that____________________ terminates Contract No. ________________ the University will terminate this Subaward in accordance with the termination conditions imposed on the University by _____________.

ARTICLE XXII - Prohibition Against Assignment

Subawardee shall not transfer, pledge, mortgage, or otherwise assign this Subaward, or any interest therein, or any claim arising thereunder to any party or parties, bank trust companies, or other financing or financial institution.

ARTICLE XXIII - Supersedure

This Subaward supersedes and replaces any previous arrangements, oral or written, between the parties hereto pertaining to this Subaward.

ARTICLE XXIV - Review of Human Subjects and Animal Studies in Research Projects.

Subawardee assures that adequate safeguard shall be taken whenever using animal or human subjects in research projects and that an institutional review committee, composed of sufficient members with varying backgrounds to assure complete and adequate review of projects involving the use of human subjects or animal models, has reviewed and approved the projects. Subawardee shall abide by all applicable provisions of the U. S. Department of Health and Human Services regarding the use of human subjects or animals in research.

ARTICLE XXV - Correspondence and University Representation

Matters concerning technical compliance relative to performance of this Subaward should be directed to the University's Project Director, __________________. The complete address is shown in Attachment II.

Matters pertaining to contractual and administrative aspects of this Subaward shall be directed to the Office of Research and Sponsored Programs, Attn: Arlene Russell. The complete address is shown in Attachment II.

ARTICLE XXVI - General Provisions

This Subaward is subject to the_________________________________________

ARTICLE XXVII - Miscellaneous Provisions

This Subaward may be amended or modified only in a writing signed by both parties.

In the event one or more clauses of this Subcontract are declared invalid, void, unenforceable or illegal, that shall not affect the validity of the remaining portions of this Subaward.

IN WITNESS WHEREOF the parties have caused these presents to be executed in duplicate.

By an Authorized Official of:                 By an Authorized Official of:

_____________________________                 UNIVERSITY OF MAINE SYSTEM

                                              Acting through the University of Maine

By:__________________________                 By:__________________________

                                                 Arlene B. Russell

Title:_______________________                 Title: Institutional Adminis-

                                                     trative Official

Date:________________________                 Date:________________________

ATTACHMENTS:

1. Statement of Work

2. Addresses for Reports Distribution

3. Budget

4. Sample Invoice

5. Award Conditions

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Webmaster: clifford.wilbur@umit.maine.edu

Last modified November 26, 2002