SUBCONTRACT AGREEMENT BETWEEN THE ROCKEFELLER UNIVERSITY

AND

R01 , “ ”; , Principal Investigator

, Project Director at

THE ROCKEFELLER UNIVERSITY (hereinafter “RU”), a New York not-for-profit corporation and (hereinafter “Collaborating Institution”), hereby enter into this Agreement under Grant Number awarded by the Public Health Service (hereinafter “PHS”) to RU, with as its Principal Investigator. The Collaborating Institution agrees to perform a portion of the work for this project grant entitled, “ ,” and RU will reimburse the Collaborating Institution for the costs thereof, upon the following terms and conditions:

1. Statement of Work: The Collaborating Institution will conduct the work described in Attachment A under the direction of . Any modification of this workscope or changes in the Principal Investigator of the project at the Collaborating Institution must be agreed to in writing between the two parties. No portion of the work described herein to be performed by the Collaborating Institution may be subcontracted to a third party without the prior written approval of RU.

2. Period of Performance: The term of this Agreement will extend from to , unless extended or terminated by mutual written agreement.

3. Fiscal Consideration: RU will reimburse the Collaborating Institution for costs in the performance of the work under this subcontract in an amount not to exceed $ for the period through . Payment to the Collaborating Institution by RU is contingent upon receipt of funds from PHS designated for the Collaborating Institution subcontract. The allowability of costs will be governed by the budget(s) in Attachment B and utilization of these funds will be in accordance with PHS provisions for grant expenditures. Changes in these budgets will be governed by the rules and regulations and the policies of the sponsoring agency as they apply to RU. All requests for rebudgeting shall be directed to the administrative personnel noted in paragraph 6(b) hereof.

No pre-award costs incurred by the Collaborating Institution may be charged against the budgeted funds set forth in Attachment B unless specifically identified as such on Attachment B.

The Collaborating Institution and RU will each have the responsibility for the purchase, inventory, accountability and disposition of equipment purchased at their respective institutions in connection with this Agreement. Title to such equipment purchased with funds provided hereunder shall vest in the Collaborating Institution at the time of acquisition, but shall be subject to transfer of title and delivery to RU upon completion of performance of this Agreement by the Collaborating Institution at RU’s request.

4. Submission of Invoices: RU will reimburse the Collaborating Institution quarterly upon submission of invoices (listing expenditures in the same format as the approved budget) to the attention of:

Ms. Jeanne Holcomb

Manager for Grants and Contracts

Office of Sponsored Programs Administration

The Rockefeller University

1230 York Avenue - Box 82

New York, NY 10021-6399.

5. Reports: The Collaborating Institution will furnish RU with the reports described in Attachment C.

6. Authorized Representatives:

(a) For Technical matters:

For Rockefeller University
For Collaborating Institution
Name:
Name:
Title:
Title:
Address:	The Rockefeller University
Address:
1230 York Avenue
Box
New York, NY 10021-6399
tel:	(212) 327-
tel:
fax:	(212) 327-
fax:
email:	@rockvax.rockefeller.edu
email:

(b) For Administrative Matters:

For Rockefeller University
For Collaborating Institution
Name:	Mrs. Jōn Hart
Name:
Title:	Director, Sponsored Programs Administration
Title:
Address:	The Rockefeller University
Address:
1230 York Avenue, Box 82
New York, NY 10021-6399
tel:	(212) 327-7791
tel:
fax:	(212) 327-8400
fax:
email:	hart@rockvax.rockefeller.edu
email:

No changes to this Agreement will be acknowledged as existing unless they are in writing and signed by the authorized representatives for administrative matters for both parties.

7. Termination: Either party may terminate this Agreement upon sixty (60) days’ written notice to the other party. However, in the event that the PHS terminates the grant award to RU prior to the scheduled termination date, this Agreement will be immediately terminated. In such an event, non-cancelable obligations properly incurred by the Collaborating Institution prior to termination will be reimbursed, provided only that there is a corresponding reimbursement from PHS therefor.

8. General Provisions:

Employee Status: RU and the Collaborating Institution are independent contractors and each will be responsible for its own respective employees and agents, who will not be deemed to be employees or agents of the other institution or servants of the other institution by virtue of their work under this Agreement and nothing is intended herein to suggest or establish another relationship. No employee or agent of the Collaborating Institution will be entitled to any payment from RU in the nature of any benefit under Workmen’s Compensation provisions of New York State law or under any New York State Disability Benefits law with respect to any accident, illness, or event occurring in the course of performance or relating to this Agreement.

Hold Harmless: RU and the Collaborating Institution each agree to indemnify and hold harmless the other from and against any and all loss, cost, or claim arising out of any negligent or intentionally wrongful act or omission by the indemnifying party, its employees and/or its agents.

Audit: All costs reimbursed for the performance of this Agreement will be subject to audit by the cognizant federal audit agency, and the Collaborating Institution agrees to allow auditors access to its records pertinent to this Agreement during normal business hours. The Collaborating Institution agrees to assume full liability for any costs incurred under this subcontract that are determined to be subject to disallowance.

Records Retention: All records pertinent to this Agreement (financial, programmatic, and statistical records; supporting documents) will be retained for a period of three (3) years after the final report is submitted and final payment is made under this Agreement, unless an audit is in process and/or if audit findings have not been resolved.

Grant-Related Income: Records of receipt of grant-related income will be maintained in the same manner as required for the funds that gave rise to the income, and will be utilized by the Collaborating Institution after consulting with RU and PHS.

Publications: All reports and publications relating to the work under this Agreement will bear proper acknowledgment of the support provided herein.

9. Assurances Required By PHS: Incorporated by reference is the NIH Grants Policy Statement, updated March 2001.

Protection of Human Subjects: The Collaborating Institution agrees to abide by federal regulations in effect (45 CFR 46) concerning the protection of human subjects, including certification of training of investigators and key personnel. The Collaborating Institution is responsible for ensuring that the activity described or covered by this Agreement, and additional information relating to human subjects, derived materials or data, are reviewed and approved by an IRB, and that procedures are established to assure continued monitoring and compliance with these requirements during the course of the project.

Care and Treatment of Laboratory Animals: the Collaborating Institution agrees to abide by PHS policy requiring that laboratory animals not suffer unnecessary discomfort, pain or injury. This assurance to PHS must be in writing and should state that the Collaborating Institution is committed to following the standards established by the Animal Welfare Act (P.L. 89-544, as amended) and will follow the guidelines prescribed in the most recent “NIH Guide for the Care and Use of Laboratory Animals.”

Non-Discrimination: The Collaborating Institution will comply with the applicable provisions of Title VI of the Civil Rights Act of 1964 and Executive Order 11246, Title IX of the Education Amendment of 1972, and Section 504 of the Rehabilitation Act of 1973, all as amended.

Patents and Inventions: The Collaborating Institution will follow the same policy as it currently follows under its existing PHS grants.

Student Unrest: The Collaborating Institution agrees not to provide any funds to individuals who have been involved in activities described as “student unrest.” (General Provisions of the DHHS Appropriation Act each year since 1970.)

Recombinant DNA: The Collaborating Institution agrees to follow current NIH guidelines for research involving recombinant DNA experiments.

Certification of Non-Delinquency on Federal Debt, Debarment and Suspension: The Collaborating Institution hereby certifies that it is not currently delinquent on any federal debt, as described in OMB Circular No. A-129. Should the Collaborating Institution’s status change during the term of this Agreement, RU shall be notified immediately. In addition, the Collaborating Institution hereby certifies that, to the best of their knowledge and belief, neither they nor their principals are presently in nonprocurement status, as described in Executive Order 12549.

Certification of Review of Financial Conflict of Interest: The Collaborating Institution hereby certifies that it has in place a policy to ensure compliance with 42 CFR 50 Subpart f concerning conflict of interest in government grant applications. If a conflict of interest is identified but cannot be managed or resolved to the satisfaction of Collaborating Institution, any such conflict of interest will be reported to the awarding agency.

10. Additional Assurances by the Collaborating Institution: The Collaborating Institution hereby certifies that to the best of its knowledge and belief, it is and shall continue to be in compliance with all applicable United States law, including, without limitation, the Drug-Free Workplace Act of 1988; that it has fulfilled all applicable responsibilities of PHS awardees and applicant institutions for dealing with and reporting incidents of misconduct in science (42 CFR Part 50); that it is in full compliance with OMB Circular A-13 or Circular A-128, as applicable and appropriate and agrees to provide RU with copies of any audit reports issued as a result of Circular A-133 or A-128 which bear directly on performance or administration of this Agreement, and that the Collaborating Institution is and shall continue to be in full compliance with the applicable provisions of Section 1352, Title 31 of the United States Code, and undertakes to file promptly any required Disclosure and Certificate regarding lobbying activities.

ENDORSEMENTS

For The Rockefeller University
For

Signature
Signature

Jōn Hart, Director

Office of Sponsored Programs Administration
Typed Name and Title
Typed Name and Title

Date
Date

SUBCONTRACT AGREEMENT BETWEEN THE ROCKEFELLER UNIVERSITY

AND

, “ ”; , Principal Investigator

, Project Director at

ATTACHMENT A

SCOPE OF WORK

SUBCONTRACT AGREEMENT BETWEEN THE ROCKEFELLER UNIVERSITY

AND

ATTACHMENT B

BUDGET

-

Year -

CFDA #:

BUDGET CATEGORY	AMOUNT AWARDED
Salary & Wages	$
Fringe Benefits
Total Personnel:
Consultants
Equipment
Supplies
Travel
Inpatient
Outpatient
A&R
Other Expenses
Direct Costs	$
F&A Costs
TOTAL COST	$

SUBCONTRACT AGREEMENT BETWEEN THE ROCKEFELLER UNIVERSITY

AND

ATTACHMENT C

REPORTING REQUIREMENTS

The period of performance under this subcontract terminates on . Should the work of the Collaborating Institution be continued after that date, a Contract Modification to this present agreement will be issued, authorizing additional expenditure of funds. Reporting requirements are as follows.

ANNUAL PROGRESS REPORTS

A scientific progress report (including evidence of certification for work involving animals and human subjects, if applicable) accompanied by a budget request for the next year of funding will be due at RU not later than 90 days before the end of the award year, annually.

This submission should be on PHS continuation form 2590 (rev. 4/98), endorsed by the Collaborating Institution, and sent to the attention of Dr. .

Submission of Invoices

Collaborating Institution will submit invoices on a quarterly basis, no later than 45 days following the end of the quarterly reporting period.

FINAL REPORTS

Final Progress Report

A Final Progress Report (including any reprints) must be submitted to RU within 45 days after the project expiration for inclusion in RU’s Final Scientific Progress Report to NIH. The Final Progress Report must be submitted before the final invoice is paid.

Final Fiscal Report

Collaborating Institution’s final invoice for expenditures must be submitted to RU within 45 days after the project expiration.

Invention Statement

Form HHS-568 must be submitted to RU within 45 days after the project expiration.

OTHER REPORTS/RESPONSIBILITIES

Other special reports as requested by the NIH may be required during the course of this subcontract. They will be requested in writing for submission to RU, who will include Collaborating Institution material in their reports to NIH or other agencies as necessary.

RU’s Principal Investigator should be notified in a timely manner of abstract submission and any presentations at scientific meetings.

10

SUBCONTRACT AGREEMENT BETWEEN THE ROCKEFELLER UNIVERSITY

Sponsored Programs

1999-08-18

Jon Hart