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PROCEDURES FOR THE ADMINISTRATION OF SUBCONTRACTS PUBLISHED BY THE PENNSYLVANIA STATE UNIVERSITY
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THE PENNSYLVANIA STATE
UNIVERSITY
PROCEDURES FOR THE
ADMINISTRATION OF
SUBCONTRACTS
March 1992
Rev. A., February 1993
Rev. B., August 1993
Rev. C., March 1994
Rev. D., May 1995
Rev. E., December 1996
Rev. F., August 1997
Rev. G., June 1999
Rev. H., August 2000
Rev. I., July 2001
Rev. K., January 2003
Rev. L., June 2003
Rev. M., June 2011
Rev. N., September 2012
OFFICE OF SPONSORED PROGRAMS
PROCEDURES FOR THE
ADMINISTRATION OF SUBCONTRACTS
I . Introduction
The purpose of this document is to assist
University faculty and staff in the preparation and
administration of University‐issued subcontracts.
The University’s official policy governing
subcontracting appears in the Penn State Policy
Manual, Section RA 16, “Administration of Research
Subcontracts of the University.” As promulgated by
memo, signed by Mr. Charles Paoletti , Executive
Director, Acquisition Department, Office of Naval
Research, dated 26 May 2000, all subawards issued
under Federal Demonstration Partnership financial
assistance prime awards are not considered
procurements; and therefore, are neither included in
the University’s purchasing system nor governed by
this document.
Sponsored research funded by awards made to The
Pennsylvania State University is usually conducted
within the physical boundaries of Penn State. On
occasion, however, a portion of the required work
may need to be provided by one or more other
institutions or companies (Third Parties) which are
made responsible for a discrete part of the project
award made to Penn State. When the portion of
work being performed by a third party constitutes a
significant component of the research program, then
the third party will be required to provide the
resources necessary to conduct that portion of the
work as a semi‐independent project. This would
include providing a responsible investigator at the
work site of the cooperating institution or company
to oversee the program activities. Costs normally
associated with third party effort could include any
or all of the following: labor costs including fringe
benefits, materials and supplies, travel, equipment,
miscellaneous other direct costs, and indirect costs.
In addition, to these costs, it would not be
uncommon to include costs such as material
overhead, labor overhead, general and
administrative expense, cost of money, and profit
associated with third parties who are commercial
organizations.
The Contracts Offices at the Penn State Electro‐
Optics Center (EOC), The Penn State Applied
Research Laboratory (ARL), and the Penn State
College of Medicine have been delegated authority
for Sections III, IV, and V of this procedures manual.
Please refer to these unit’s “Subcontracting and
Consultant Procurement Policies and Procedures”
accordingly.
This policy addresses procedures involved in
subcontracting non‐construction activities. Should
you be confronted with a program that may involve
physical construction of facilities or renovations of
existing facilities, the Office of Physical Plant (OPP)
must be contacted prior to submission of the
proposal to ensure compliance with proper Board of
Trustees and University administrative procedures
and to ensure that necessary approvals are
obtained. OPP will also provide the necessary
guidance to comply with all applicable federal and
state labor law requirements. Office of Sponsored
Programs (OSP) is available to assist you in
complying with the above procedures.
II. Subcontract Relationship A. The term Prime Sponsor or Sponsor refers
to the governmental agency or commercial
organization that makes an award directly
to Penn State. The award document is the
paperwork processed by the Sponsor and
sent to Penn State Specifying the terms
under which the program will be
conducted.
B. The document which formalizes a third
party relationship with another institution
or commercial organization to perform
substantive work based upon an award
made to Penn State is called a Subcontract
and the third party performing work under
a subcontract is called the Subcontractor.
The document OSP generates to formalize a
contractual relationship with a third party is
formally referred to as a Standard
Subcontract. Within this internal policy it
will be referred to as the Subcontract.
C. Activities performed by a private individual
who is not an employee of Penn State are
normally administered through a Penn
State Consulting Agreement. In the case
when purchased services may involve an
organizational entity, but does not involve
substantive scientific research, a Purchase
Order should be used instead of a
subcontract. For example, a Purchase
Order is appropriate for the performance of
repetitive tests or activities requiring little
or no discretionary judgment on the part of
the provider. In situations such as
described in this paragraph, a Consultant
Agreement or a Purchase Order may be
handled through the normal Penn State
procurement procedures. Wen issuing a
Consultant Agreement, keep in mind that
an IRS Form 1099 will be issued to the
consultant for tax purposes.
D. Research programs that contain the
physical construction of a building or
renovations to an existing structure must
have the approval of the OPP. However,
the administration of any resulting
agreement will be much the same as that
for any research agreement. OPP and OSP
must be contacted prior to proposal
development, and who will provide
assistance in meeting the necessary
requirements in complying with federal and
state laws and University procedures with
respect to Board of Trustees approval for
construction of facilities on campus.
III. Subcontracting Procedures A. Subcontractor selection
1. It is the responsibility of Penn State’s
Project Director, along with the
coordinated efforts from the office of
the appropriate research dean or
college unit director, to comply with
federal procurement requirements in
selecting a subcontractor. There are
two primary methods of selecting a
subcontractor: Competitive bidding or
sole source procurement. Competitive
bidding is to be used as the normal
method of subcontractor selection.
This method requires the Project
Director to solicit proposals from a
number of sources and make a final
selection of a subcontractor from those
responding based on technical merit
and cost objectives – normally the
lowest bid from a technically qualified
respondent.
2. When the nature of the program
requires performance from a single
entity because requisite services or
expertise are not available from other
sources, the Project Director is required
to provide sole source justification
identifying the need for the particular
services and why the selected
subcontractor is the only source
available for the needed services.
Inclusion of a specific Subcontractor in
a proposal, and subsequent approval of
that proposal as written, is an
acceptable basis for sole source. A
statement in the justification section of
the Request for Issue Subcontract form
that the award was based on a joint
proposal from Penn State and
Subcontractor is required. (NOTE: Sole
source selection is not justified simply
by the fact that there has been on‐
going collaboration between scientists.
A sole source justification in these
situations must be further justified with
respect to the unavailability of the
services or expertise from other
sources).
B. Subcontractor Proposal
1. Regardless of the method used in
selecting a subcontractor, there must
be adequate time between the receipt
of the subcontractor’s proposal and the
Sponsor’s proposal due date to allow
Penn State’s Project Director time to
discuss and negotiate the scope of
work to be performed by the
subcontractor. The Project Director is
responsible for providing to the
intended subcontractor a request for
proposal letter (see Exhibit 1). If the
subcontract involves human subjects or
animal experimentation, appropriate
subcontractor concurrence to their
policy must also be included in the
proposal.
2. A budget is submitted by the
subcontractor which includes an
itemization of budget categories, such
a s appropriate salaries, wages, fringe
benefits, materials, supplies,
equipment, travel and other direct
costs, that are needed to accomplish
the specific aspects of research that the
subcontractor has been requested to
perform. Facilities & Administrative
costs should be calculated using the
subcontractor’s current F&A rate(s). A
copy of the Subcontractor’s negotiated
rate agreement should be submitted to
the Project Director as part of the
Subcontractor’s proposal. (A copy of
the rate agreement is needed to verify
the amount of F&A cost requested and
to support costs in the event of an
audit).
3. The Subcontractor’s proposal should be
signed by a designated business official
of the subcontractor. This individual
should be someone who is authorized
to commit the subcontractor’s
resources toward the completion of the
subcontract.
C. Incorporating the Subcontractor’s Proposal
into the Penn State Proposal
1. Subcontract costs are included in Penn
State’s budget as a direct cost to Penn
State. When calculating Penn State’s
F&A costs, exclude that portion of each
subcontract contained in the proposal
which exceeds $25,000 as required by
the Office of Management and Budget
(OMB) Circular A‐21. (NOTE: Penn
State calculates F&A cost only on the
first $25,000 of each separate
subcontract issued under any single
sponsored prime award regardless of
the number of budget periods involved
during performance.)
2. During proposal processing, the
subcontract portion of the Penn State
proposal must be reviewed, prior to
proposal submission, to insure that
items discussed in this Section III, Parts
A&B above, have been incorporated,
and are in accordance with sponsor
guidelines as required.
a. This review must be performed by
OSP during subcontract processing
if it was not already performed, by
the College Unit as required by
Prime Sponsor, prior to the
proposal being submitted by Penn
State.
D. Subcontract Negotiation
1. Upon receipt of subcontract request by
OSP, it is the responsibility of OSP to
review the subcontractor’s audit
history and perform a risk assessment.
2. It is the responsibility of the OSP
Negotiator, processing the subcontract
to review the subcontractor proposal
and to make a determination as to the
acceptability of the proposed costs, if
not already done by the college unit at
the proposal stage. This evaluation of
acceptable costs may be accomplished
in a number of ways but the most
common methods used by OSP are:
a. If the subcontract value is less than
$100,000 and we have had
successful prior experience with
the subcontractor, a desk review of
proposed cost will be performed.
Plainly stated, based on discussions
with Penn State’s Project Director,
the nature of work to be
performed and possibly a
telephone call to the financial
representatives of the
subcontractor, a determination is
made as to the reasonableness of
proposed cost to the proposed
effort;
b. If the subcontract value is between
$100,000 and $500,000 the
subcontractor will be required to
provide detailed pricing support
data to OSP for purposes of
determining acceptability of costs.
The subcontractor will also be
asked to provide a copy of its most
recently approved rate agreement
if one has not been provided with
the subcontractor/s proposal.
Some commercial organizations
are unwilling to provide copies of
rate agreements to anyone other
than governmental agencies. In
this case we will request a rate
verification through our local
Defense Contract Audit Agency
(DCAA) office;
c. If the subcontract value is over
$500,000, OSP may request an
assist audit through the Corporate
Controller’s Office, which will
forward the request through the
appropriate channels to our local
DCAA office if the prime sponsor
has not already performed an audit
of the subcontractor. For
subcontracts awarded under a
federal prime contract, the
subcontractor will be required to
provide a Certificate of Current
Cost or Pricing Data (see Exhibit 2)
if the price negotiated between
OSP and the subcontractor is in
excess of $700,000 or such other
amount as may be determined by
Federal Regulation.
E. Preparing a Subcontract
1. Upon Penn State’s receipt of a fully
executed prime award from our sponsor,
it is necessary to establish a subcontract
with the appropriate third party. It is
OSP’s responsibility to prepare the
subcontract document after a
Subcontract/Subaward Request form (See
Exhibit 3) has been signed by the Project
Director and Research Dean and/or
Department Head and then submitted via
their Grants and Contracts office or
Financial Officer.
2. In preparing the subcontract document, it
is important to “flow‐down” to the
Subcontractor the special terms and
conditions of the prime award which both
Penn State and the Subcontractor must
comply. Sponsor review and approval of
a subcontract may be necessary prior to
its implementation. (Note: Sponsor
acceptance of a Penn State budget that
includes subcontract costs constitutes the
acceptance of the subcontractor selected
and not an approval of the subcontract
document itself.)
3. The Subcontract/Subaward Request
Form, mentioned above (Exhibit 3),
provides OSP with the necessary
information needed to develop the
subcontract document. Of primary
importance is the Statement of Work, the
budget, & the Subcontractor’s F&A rate
agreement (if available), that relates to
the proposed effort. The form also asks
whether this subcontract is being
awarded under competitive bidding
procedures or sole source procurement.
The Project Director is requested to tell
OSP if there are any other requirements
he/she would like to see in the
subcontract. Examples would be:
a. Advance Payments (Not available
option with Federally sponsored
prime agreements);
b. Copyright requirements;
c. Publication requirements
d. Patent requirements
e. Equipment Ownership
f. Federal Funding Accountability &
transparency Act (FFATA)
g. Export concerns
4. Upon receipt by OSP of the
Subcontract/Subaward Request Form, the
information is logged in to SIMS. The
Request for Subcontract/Subaward Form
is reviewed by OSP’s Subcontract
Coordinator for OMB A‐133 monitoring
and then logged in to SIMS and given to
the OSP Negotiator for document
preparation. The prime award document
is reviewed to determine (1) whether the
Penn State budget provided for a
subcontract corresponds with the
maximum amount authorized for the
subcontract; (2)Whether terms and
conditions that are in text form in the
prime award are applicable to the
subcontractor, (3) whether there will be
certifications required of the
subcontractor; (4) whether any general
provisions have been incorporated into
the prime agreement that are required
flow‐down clauses or clauses that are
necessary to protect the interests of Penn
State and/or the prime sponsor, (5) and
whether prime sponsor prior approval is
required of the subcontract.
5. A Subcontract Checklist (Exhibit 4) is
completed by the Negotiator in OSP for
each financial action against the
Subcontract/Subaward. It is completed to
determine; (1) whether the proposed
Statement of Work relates to the effort
identified in Penn State’s prime award; (2)
the proposed period of performance of
subcontract effort falls within the prime
award period; (3) the proposed
subcontract budget corresponds to the
budget that was included in Penn State’s
proposal to the prime sponsor; (4) a
sufficient degree of negotiation was
conducted with the subcontractor for a
final subcontract price; (5) the
subcontractor provided any required
certifications voluntarily, (6) and whether
the subcontract is to be issued to a for‐
profit or nonprofit organization.
6. A cost evaluation is performed to
determine the reasonableness of
proposed cost, a Subcontractor Cost
Analysis (See Exhibit 4A) is prepared to
document the degree of evaluation
performed. (Note: It is at this stage that
an audit would be requested, if needed,
and the results of that audit would
determine the basis for acceptance of
costs.) The budget is then negotiated
with the subcontractor.
7. If required, the subcontractor will be
requested to submit a Certification of
Current Cost or Pricing Data.
8. After considering all of the above
variables, the subcontract document is
prepared to suit the requirements of the
prime award and the type of
subcontractor with which we will be
associated.
9. The Subcontract Template,(Exhibit 5), is
designed to accommodate the majority of
subcontracts prepared by OSP. However,
changes may be made to address more
complex situations that arise either
because of the nature of the prime award
or the type of organization selected as the
subcontractor.
10. When prime sponsor approval is required,
copies of the unsigned subcontract are
sent simultaneously to the sponsor for
such prior approval and to the
subcontractor for acceptance. Each letter
states that documents were sent
simultaneously thereby requesting an
expeditious approval from our sponsor,
and alerting the subcontractor that
changes may need to be negotiated as a
result of prime sponsor approval and that
Penn State cannot sign the agreement
until receipt of the approval. The request
for prior approval to Penn State’s sponsor
will include the information required by
FAR 52.244‐2, Subcontracts.
11. OSP completes a Subcontract Clearance
Form and forward the signed (by
University Authorized Official) to the
Subcontractor for counter‐signature. This
is the standard process, except under the
following circumstances;
a. A‐133 audit review is incomplete
b. The Subcontractor is foreign
c. The prime sponsor requires
approval of the subcontract
d. The Subcontract is greater than
$1,000,000.00
12. During subcontractor acceptance process,
changes may need to be negotiated or
clarifications provided. OSP will negotiate
all changes to the subcontract in close
coordination with, and upon receiving
input from the College Unit and Project
Director. When changes are made as a
result of OSP negotiations with the
Subcontractor, OSP will issue a revised
subcontract to the Subcontractor,
reflecting the accepted changes.
13. When the University signs first: A fully
executed subcontract is received. OSP
will put to “Contract File” in SIMS and
electronically scan and distribute
internally to the college Research
Administration Office and the Principal
Investigator. OSP will inter‐office mail a
paper copy of the fully executed
subcontract and supporting file material
to Research Accounting for filing with the
prime agreement file.
14. When the University signs last: Upon
receipt of a signed subcontract from the
Subcontractor and receipt of prime
sponsor approval, if required , and the A‐
133 audit review is complete, OSP will
complete a subcontract clearance form
(See Exhibit 6) and forward to the
appropriate University authorized official
for counter‐signature. Once
countersigned, OSP sends a fully executed
copy of the subcontract to the
Subcontractor. OSP will put “to contract
file” in SIMS and electronically scan and
distribute internally to the college
Research Administration Office and the
Principal Investigator. OSP will inter‐
office mail a paper copy of the fully
executed subcontract and supporting file
material to Research Accounting for filing
with the prime agreement file.
IV. Post‐Award Subcontract Administration
A. Technical Monitoring
1. As prime award recipient, Penn State
assumes the ultimate responsibility for
the conduct and completion of the
project. Subcontractor progress
reports should be reviewed thoroughly
by Penn State’s Project Director and
discussed with the subcontractor as
needed. The Subcontractor’s progress
report will usually be incorporated into
the progress report submitted to the
sponsor by Penn State.
B. Financial Monitoring
1. In accordance with the Payment article
of this subcontract, invoices are to be
sent to the College financial point of
contact, by the Subcontractor for
review and approval by the Project
Director.
2. Prior to approval by the Project
Director, the invoice should be
reviewed to determine that the
amount being requested for payment is
consistent with the amount of effort
performed during the billing period.
Normally, the Project Director would
most likely be familiar with effort
performed by the subcontractor
through telephone conversations,
technical meetings, progress reports or
possibly site visits. If there are
problems noted in the invoice, such as
equipment purchased without approval
or more labor charged than Penn
State’s Project Director feels was
expended, the invoice SHOULD NOT BE
APPROVED. The College Unit and OSP
shall resolve any problems with the
subcontractor. Once the College Unit is
satisfied with the invoice, the College
Unit shall process payment(s) through
IBIS as a Special Request for Check.
3. Any problems encountered during the
life of the subcontract should be
appropriately addressed to the
Research Coordinator or equivalent for
the Project Director’s College and/or
OSP.
4. The subcontractor will be required to
furnish all reports identified in the
subcontract document and in
accordance with the Reports
Distribution article of the subcontract.
C. Subcontract Amendments
1. Should it be determined during the life
of the prime agreement that additional
effort is required to be performed by
the subcontractor, a request to issue an
amendment, via the sub‐request form
should be sent to OSP. The request
should include the subcontract number,
name of the subcontractor, and the
necessary information required to
prepare the amendment, i.e., extending
time, adding cost, amending existing
budgets, etc.
D. Termination
1. Should it be necessary to terminate a
subcontract, the OSP Negotiator shall
coordinate the termination with the
College Unit Research Administrator
and/or Penn State’s Project Director.
OSP will expeditiously forward a
termination notice via facsimile, email,
or overnight carrier to the
Subcontractor. The OSP Negotiator
may utilize, with appropriate
modifications, the sample termination
notice contained in FAR 49.601‐2.
2. For subcontracts awarded under
federal prime procurement awards, the
OSP Negotiator shall terminate the
subcontract in accordance with the
subcontract’s termination clause
Settlement of terminated subcontracts
shall be in accordance with FAR.108.
3. For subcontracts awarded under non
federal prime awards, the OSP
Negotiator shall terminate the
subcontract in accordance with the
subcontract’s termination clause.
V. Closing Requirements
A. Required Documents
1. The subcontractor is required to submit
the following documents at subcontract
completion in accordance with the
Closeout Requirements article of the
subcontract:
a. Final Technical Report
b. Final Cumulative Invoice
c. Subcontractor’s Release (See
Exhibit 7)
d. Subcontractor’s Assignment of
Refunds, Rebates, Credits, and
Other Amounts (See Exhibit 8)
e. A‐133 Certification, if applicable
(See Exhibit 9)
f. Final Inventory of Property (See
Exhibit 10)
g. Report of Inventions and
Subcontracts (See Exhibit 11)
2. When the final cumulative invoice has
been received by the College unit point of
contact, the College unit shall be
responsible for the same type of review
and approval procedures as required for
the routine monthly invoice evaluations
mentioned under Section IV, Paragraph B,
Subparagraphs 1 through 4.
3. The College unit shall forward a copy of
the final cumulative invoice along with a
completed Certification of Technical
Completion (See Exhibit 12) to OSP for
release of final payment. Upon review of
the final cumulative invoice by OSP,
authorization is sent to the College unit to
release final payment. The College unit
shall process final payment through IBIS as
a Special Request for Check (NOTE: If the
subcontract is going to be extended, this
certification is not required, and OSP
should be notified immediately so the
closeout procedure can be stopped.) OSP
will not approval final payment until the
Certification of Technical Completion has
been received.
4. OSP will complete the Subcontract
Closeout Checklist (See Exhibit 13) to
ensure compliance with the terms of the
subcontract and audit requirements. The
original form, when completed, will be
sent to Research Accounting to be filed
with the appropriate prime agreement
closing papers. A copy of the form will be
maintained in OSP. (This form will be
completed for all subcontracts issued.)
a. In the event any requested closing
papers are not received from the
Subcontractor, OSP will determine
if the requested closing papers
(See Section V. A. 1.) are required
for administrative closeout using
the following criteria:
i. Federal flow‐through funds
1. Report of Inventions and
Subcontracts: Per 37 CFR
401.14 proceed with closeout
if DD882 is not received
within two months after
forwarding closing papers to
the Subcontractor.
2. Inventory of Property:
Proceed with closeout if no
property was budgeted for in
the subcontract and property
was not including in the
Subcontractor’s cumulative
cost breakdown.
3. A‐133 Audit Reports: If
Subcontractor is a foreign or
commercial entity,
an A‐133‐type audit is not
required, as the A‐133 audit is
not applicable to foreign or
commercial entities.
ii. Non‐Federal flow‐through funds
1. Report of Inventions and
Subcontracts: Verify intellectual
property requirements in prime
award.
2. Inventory of Property: Proceed
with closeout if no property was
budgeted for in the subcontract
and property was not included in
the Subcontractor’s cumulative
cost breakdown. Verify property
requirements in prime award.
5. The Subcontract Closeout Desk Review
Worksheet (See Exhibit 14) is prepared by
OSP at the time of subcontract closeout
and is used in conjunction with the final
cumulative invoice review and approval, as
noted under Section V, Paragraph 3. This
form is used in determining the
allowability of costs incurred by the
Subcontractor and the appropriateness of
the costs incurred to the guidelines of the
prime award.
6. Exhibit 15, Administrative Closeout
Memorandum, is used in lieu of a closeout
audit of a subcontract unless a formal
audit is deemed appropriate due to the
nature of the program and/or
Subcontractor A‐133 audits. If applicable,
OSP will utilize the quick‐closeout
procedures in accordance with FAR 42.708.
Subject: Request for Submission of a Subcontract Proposal Under The Pennsylvania State University’s Research Proposal Entitled “_______________________________”, Submitted to _____________________ by Penn State’s Project Director, _______________________ (RFP/RFQ No.______)
Dear _____________:
Your organization has been selected as a potential subcontractor to The Pennsylvania State University, and your proposed statement of work and cost estimate will be included in Penn State’s proposal to the intended sponsor for the referenced research project.
To expedited Penn State’s evaluation of your proposal, and to ensure proper inclusion of your effort and cost in our proposal to the sponsor, we are requesting that you prepare a Statement of Work and corresponding cost proposal to be submitted to Penn State’s Project Director no later than __________.
If a resulting prime agreement to Penn State is funded with federal funds, you should submit a copy of your most recent negotiated rate(s) agreement with your proposal. In addition, if your proposal is over $650,000, please include a completed Certificate of Current Cost or Pricing Data, a copy of which is attached.
During the course of your proposal preparation, should you have any questions relating to the cost proposal requirements, you may contact ______________, Research Coordinator for the College of _________________ at 814-86_-____.
Sincerely,
CERTIFICATE OF CURRENT COST OR PRICING DATA This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as define din Section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer’s representative in support of _____________* are accurate, complete and current as of ___________**. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm The Pennsylvania State University Signature Name David W. Richardson Title Director, Office of Sponsored Programs Date of Execution *Identify the proposal, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). ** Insert the day, month, and year when price negotiations were concluded and price agreement was reached or, if applicable, an earlier date agreed upon between the parties that is as close as practicable to the date of agreement on price. *** Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to.
SUBCONTRACT/SUBAWARD REQUEST FORM
Please provide the information requested below and forward the request, signed by the Principal Investigator, Dean/Consortium Director/Institute Director/CEO, and Financial Officer, to the Office of Sponsored Programs. The Subrecipient’s proposal must be attached and include the following: □ Cover Page □ Statement of Work □ Budget □ F&A Rate Agreement (if applicable) □ Representations and Certifications (if applicable) 1. For subcontracts/subawards being issued under a Prime Award from a PHS Agency (e.g., NIH, FDA, etc.) or other agency that has adopted similar Financial Conflict of Interest requirements, please answer the following. Otherwise, please proceed to item #2. Have all necessary conflict of interest checks and reviews been completed by the subrecipient institution? ______ Yes ______ No*
*Note: Subawards/Subcontracts will not be executed until such review has been completed. It is a violation of federal law to allow spending on a subaward/subcontract, until the subrecipient institution has either certified its own compliance with PHS COI policy or been reviewed by PSU’s COI program.
2. Request to issue:
□ Initial Subaward (SA)/Subcontract (SC)
□ Amendment to Subaward/Subcontract No.: ________________________________________________ No Cost Extension___ Additional Funding ___ New End Date & Additional Funding ___ Decrease in Funds ___ 3. OSP Number of Prime Award: 4. Prime Award Number: 5. Penn State University’s Prime Award is a:
□ Grant – Complete all sections (as applicable) except #13
□ Contract – Complete all sections (as applicable) 6. Subcontract/Subaward Information: Subrecipient Administrative Contact: Subrecipient Name SA/SC Project Director Address Address SA/SC/Amendment Amount Phone SA/SC/Amendment Period of Performance Email/Website Cumulative amount funded to date (including this action) DUNS Number
Page 2 of 3
7. Prime Award Information: Penn State Project Director: Prime Sponsor Name Prime Award Funded Amount to Date Address Period of Performance Phone Budget/Fund Number CFDA Number Email 8. Is there a cost sharing commitment associated with this subaward/subcontract?
Yes □ No □ If yes, please provide amount specific to this action: 9. Is Subrecipient requesting F&A?
Yes □ No □ N/A □ If “Yes”, please attach rate agreement. 10. Penn State’s Project Title: _____________________________________________________________ a. Additional description if project title does not adequately describe what the
subrecipient is doing: 11. Other Information a. Provide any information which you feel will be useful to the person preparing the subaward / subcontract, e.g., change/no change in statement of work, unusual publication requirements, unusual intellectual property requirements, etc.
b. Foreign Subrecipient Requirements:
1. If issuing the subaward/subcontract to a foreign entity, please provide the milestone payment instructions. (Example: For a subaward totaling $15,000 for the period 10/1/2010‐9/30/2011 ‐ Issue equal payments of $5,000 upon receipt of invoice and required reports, as follows: (1) Upon full execution of Agreement; (2) June ___, 2011; and (3) September ___, 2011.)
2. Has an export review been completed? □ Yes Log #:____________ □ No 12. Reporting Requirements (if not checked, reporting requirements will be monthly)
□ Monthly □ Quarterly □ Annually □ Other
Page 3 of 3
13. If Prime Award is a contract, complete either Section 13.A or 13.B (Competition or Sole Source Justification)
a. Competition Attach separate sheet which includes the following:
i. Name and address of each potential subcontractor contacted ii. Name and amount proposed by each potential subcontractor responding iii. Subcontractor selected iv. Reason for selection
b. Sole Source Justification: Provide justification for selection of subcontractor if
competitive bids were not solicited. □ Joint Proposal, or; □ Sole Source Justification provided on a separate sheet.
By signing below, I certify that I have read the following statements and certify that they are accurate and truthful to the best of my knowledge and belief: The project or relationship with this Subrecipient (PI initials) _____ does or does not ____ present a potential for conflict of interest or the appearance of a conflict for investigators so involved have provided a complete disclosure of this matter, as instructed by current University policy and/or Federal regulation. The Subrecipient’s proposed costs have been reviewed by the Principal Investigator and are considered reasonable for the Subrecipient’s level of expertise and the technical effort proposed by the Subrecipient. Funding is available for this subaward/subcontract and is an allowable cost under the terms of the Award. Principal Investigator Approved: Signature Date Dean(s), Consortium/Institute Director, CEO or Designated Representative Financial Officer or Date Title Date Designated Representative
Issued 5/1/2002, Last revised 1/15/2013
SUBCONTRACT CHECKLIST Prime Agreement PSU PI Subcontractor Sub PI Type of Subcontractor ____Educational Institution ____Hospital ____Non-Profit ____For-Profit Type of Prime Agreement ____Contract ____Other ____________________ Type of Subcontract ____Cost Reimbursement ____Cost Plus Fixed Fee ____Firm Fixed Price ____Other_____________________ _____Basic ____Amendment No. ____ Section A: Yes N/A ___ ___ Subcontractor Questionnaire ___ ___ PI/College Request to Issue Subcontract ___ ___ Statement of Work ___ ___ Budget ___ ___ Indirect Cost Rate Agreement ___ ___ Agency Subcontract Approval ___ ___ Deliverable other than reports/data (i.e., software, prototype) ___ ___ Sole source justification complete ___ ___ Certifications ___Included in Proposal ___Attached to Subcontract ___ ___ Benefit Rate Verification ___ ___ Cost Analysis (when federal funds are involved, a cost analysis must be done) ___ ___ Certification of Cost or Pricing Data (required for subcontract over $650,000) ___ ___ Small Business Subcontracting Plan (for subcontracts over $650,000) Negotiation Notes (attach if necessary) Negotiated Subcontract Value this Action __________________________________________________ ___________________________________________________ _____________________ Subcontract Negotiator Date Log No. ____________ OSP 3/02 Updated 7/09
SUBCONTRACT COST ANALYSIS
If the item of cost is included in Subcontractor’s budget, please check and complete the analysis and/or verification. Attach any worksheets. Check if Applicable Items of Cost _______ (1) Salaries and Wages: The basis for proposed labor costs or percent of effort has been identified as
stated below (e.g., historical hours, engineering estimates). Costs are in accordance with current and reasonably projected schedules and policies of the Subcontractor. The escalation rate used is approximately ____% and appears to be in compliance with Federal guidelines. (If not, explain.)
___________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________
_______ (2) Fringe Benefit Rates: The proposed rate(s) are in accordance with current and prospective
Government approved rates and are correctly applied to proper base. _______ (3) Tuition: The proposed cost is current and in accordance with the Subcontractor’s policies and/or
Government approved rates. (If not, explain.) _________________________________________________________________________________
_________________________________________________________________________________ _________________________________________________________________________________
_______ (4) Materials and Supplies: Proposed items are expendable. Amounts proposed are based on catalog
prices or established competitive market prices sold in substantial quantities to the general public. (If not, explain.) . __________________________________________________________________________
_________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________
______ (5) Equipment: Amounts proposed are based on price quotes from competing vendors or from fully
justified sole sources. (If not, explain.) _________________________________________________________________________________
_________________________________________________________________________________ _________________________________________________________________________________
_________ (6) Travel: The Subcontractor’s proposed travel is necessary for proper conduct of the research effort. The individual elements of travel are reasonable based on the following justification (Note: Foreign travel must be coordinated with Prime Sponsor):
_________________________________________________________________________________ _________________________________________________________________________________
_______ (7) Consultant Costs: Costs show number of days, daily rate and estimated travel/per diem costs. Costs are in compliance with Specific Federal agency maximum allowable rates. The need for consultants is fully justified.
_________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________
_______ (8) Indirect Costs: The rate is applied to proper base: ____ Direct Salaries and Wages, ____ Total Direct Cost, ____Modified Total Direct Cost, ____Other____________________
The rate has been verified by a negotiation memorandum. If none exists, a disclosure of the contents of the rate has been made and approved by ACO as stated below.
_______ (9) The Subcontractor’s cost proposal does not contain any lower-tier subcontracts for which Certified Cost or Pricing Data are required. No lower tier subcontracts budgeted.
_______ (10) Fixed Fee: The Subrecipient is a ____ for-profit organization/____ non-profit organization. The fee
factor is ____ and is considered fair and reasonable based on the attached weighted guidelines. Negotiations conducted with: Institution: ____________________________________________________________________________
Name/Title: ____________________________________________________________________________ Phone No.: ____________________________________________________________________________ Concluded On: _________________________________________________________________________
OSP/SA 8/94 Revised 3/02
S UBCONTRACT
S UBCONTRACT NO. THIS AGREEMENT, en tered in to a s of en ter s ta r t da te, by a n d between Th e Pen n s ylva n ia Sta te Un ivers ity, a Corpora t ion orga n ized a n d exis t in g u n der th e la ws of th e Com m on wea lth of Pen n s ylva n ia , with it s p r in cipa l office a t Un ivers ity Pa rk , Pen n s ylva n ia (h erein a fter refer red to a s "Pen n Sta te") a n d en ter Su bcon tra ctor Na m e, town a n d s ta te (h erein a fter refer red to a s "Su bcon t ra ctor"); WITNES S ETH THAT: WHEREAS , Pen n Sta te h a s received Pr im e (Pick On e) Coopera t ive Agreem en t / Con tra ct / Gra n t No. from _____________ (h erein a fter refer red to a s "______") u n der CFDA Nu m ber __________, to p rovide for cer ta in res ea rch work ; a n d WHEREAS , Pen n Sta te des ires to h a ve th e Su bcon t ra ctor per form a cer ta in por t ion of s a id res ea rch work ; a n d WHEREAS , th e Su bcon t ra ctor h a s repres en ted th a t it h a s th e p res en t a b ility to per form s a id res ea rch work ; NOW THEREFORE, th e pa r t ies h ereto do h ereby m u tu a lly a gree a s follows : SECTION A St a n d a rd Provis ion s ARTICLE I - S t a t em en t of Wor k Th e work to be per form ed by th e Su bcon t ra ctor rela tes to a p roject en t it led “______________.” Th e work to be a ccom plis h ed is s et for th in th e Su bcon t ra ctor 's S ta tem en t of Work a ppen ded h ereto a s At ta ch m en t I. ARTICLE II - Rep or t s Th e Su bcon t ra ctor s h a ll s u bm it p rogres s repor ts in a ccorda n ce with th e rela t ive p rovis ion s con ta in ed in At ta ch m en t I. In th e a bs en ce th ereof, th e Su bcon tra ctor s h a ll s u bm it m on th ly tech n ica l p rogres s repor ts to Pen n Sta te's Project Director , _________________.
ARTICLE III - Per iod of Per for m a n ce Th e per iod of per form a n ce u n der th is s u bcon tra ct s h a ll com m en ce on _______________ a n d con t in u e th rou gh _________________. ARTICLE IV – Cos t Opt ion s (you m a y crea te you r own ): (1 ) Tota l Es t im a ted Cos t Th e tota l es t im a ted cos t to Pen n Sta te for th e per form a n ce of th is s u bcon t ra ct s h a ll n ot exceed $________________ u n les s ch a n ged by wr it ten a m en dm en t to th is s u bcon t ra ct . Th e Su bcon tra ctor 's bu dget is a ppen ded h ereto a s At ta ch m en t II. (Th is la s t s en ten ce m a y rea d : Th e Su bcon tra ctor ’s bu dget form s a pa r t of At ta ch m en t ___.) (2 ) Tota l Es t im a ted Cos t (NIH Su bs ) Th e tota l es t im a ted cos t to Pen n Sta te for th e per form a n ce of th is s u bcon t ra ct s h a ll n ot exceed $________________ u n les s ch a n ged by wr it ten a m en dm en t to th is s u bcon t ra ct . Th e Su bcon t ra ctor 's bu dget is a ppen ded h ereto a s At ta ch m en t II. (Th is s en ten ce m a y rea d : Th e Su bcon tra ctor ’s bu dget form s a pa r t of At ta ch m en t ___.) Th e Su bcon tra ctor s h a ll n ot ify in wr it in g Pen n Sta te’s Con tra ct in g Office, a s repres en ted u n der Ar t icle___, wh en u n obliga ted fu n ds in exces s of 25 percen t of th e tota l a m ou n t a wa rded will be ca r r ied over to th e s u bs equ en t bu dget per iod . Th e cu r ren t bu dget per iod is _________ th rou gh ____________. (3 ) Tota l Es t im a ted Cos t (Us e for In crem en ta l Fu n din g) Th e tota l es t im a ted cos t to Pen n Sta te for th e per form a n ce of th is s u bcon t ra ct s h a ll n ot exceed $__________ u n les s ch a n ged by wr it ten a m en dm en t to th is s u bcon t ra ct . Th e tota l a m ou n t p res en t ly a va ila b le a n d a llot ted to th is s u bcon t ra ct is _________ for th e per iod _________ th rou gh ____________ is a ppen ded a s At ta ch m en t II. (4 ) Tota l Es t im a ted Cos t a n d Fixed Fee (Us e with CPFF Su bs ) It is h ereby u n ders tood a n d a greed th a t th e tota l es t im a ted a llowa ble cos t a n d fixed fee of th is s u bcon tra ct s h a ll n ot exceed $____________ a n d $___________, res pect ively, tota lin g $_______________ for th e per iod s ta ted u n der th is Sect ion A, Ar t icle III. th e Su bcon t ra ctor ’s bu dget , da ted _______, is a ppen ded h ereto a s At ta ch m en t II. (5 ) Tota l Es t im a ted Cos t a n d Fixed Fee (In crem en ta l Fu n din g) It is h ereby u n ders tood a n d a greed th a t th e tota l es t im a ted a llowa ble cos t a n d fixed fee of th is s u bcon t ra ct s h a ll n ot exceed $____________ for th e per iod u n der th is Sect ion A, Ar t icle III. However , th e a m ou n t cu r ren t ly a va ila b le a n d a llot ted u n der th is s u bcon tra ct for th e per iod ________ th rou gh _________ is in clu d in g a p ro-ra te por t ion for th e fixed fee. Th e Su bcon t ra ctor ’s bu dget , da ted ________, is a ppen ded h ereto a s At ta ch m en t II. (6 ) Su bcon t ra ct Pr ice (Us e with Fixed Pr ice Su bs ) Th e work to be per form ed h ereu n der s h a ll be per form ed a t a firm fixed pr ice of $__________. (7 ) Tota l Es t im a ted Cos t a n d Cos t Sh a r in g
Th e tota l es t im a ted cos t to Pen n Sta te for th e per form a n ce of th is s u bcon tra ct s h a ll n ot exceed $__________ u n les s ch a n ged by wr it ten a m en dm en t to th is s u bcon t ra ct . Th e Su bcon tra ctor ’s bu dget is a ppen ded h ereto a s At ta ch m en t II. Th e Su bcon tra ctor s h a ll cos t s h a re to th e exten t s et for th in At ta ch m en t II. ARTICLE V - Pa ym en t Opt ion s (you m a y crea te you r own ): (1 ) Pa ym en t (Us e with Com m on wea lth Fu n ds ) Pen n Sta te s h a ll r eim bu rs e th e Su bcon tra ctor n ot m ore often th a n m on th ly for a llowa ble cos ts a ctu a lly in cu r red a n d ch a rgea b le to Pen n Sta te in a ccorda n ce with th e bu dget ca tegor ies in d ica ted in At ta ch m en t II u pon bein g in voiced by th e Su bcon tra ctor a n d u pon a pprova l of th e in voice by Pen n Sta te's Project Director . All in voices s h a ll be s u bm it ted in a form a t s im ila r to th e s a m ple in voice a ppen ded h ereto a s At ta ch m en t III, bu t a t a m in im u m s h a ll in clu de a pp lica b le cos t s h a r in g, cu r ren t a n d cu m u la t ive cos ts , s u bcon t ra ct n u m ber a n d cer t ifica t ion . INVOICES WHICH DO NOT REFERENCE PENN STATE’S SUBCONTRACT NUMBER SHALL BE RETURNED TO THE SUBCONTRACTOR. In voices s h a ll be s u bm it ted to: Pick on e of th e followin g: (PTI) Ms. Cathy Romig
Pen n s ylva n ia Tra n s por ta t ion In s t itu te 201 Tra n s por ta t ion Res ea rch Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 865-2606 Em a il: cdw2@ps u .edu (Ag) Ms . Su s a n Morga n Coord in a tor , Gra n ts a n d Con tra cts College of Agr icu ltu ra l Scien ces 229 Agr icu ltu ra l Adm in is t ra t ion Bldg. Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 865-5419 Fa x: (814) 863-6152 Em a il: s m k6@ps u .edu (IST) Ca rey Stover
College of In form a t ion Scien ces a n d Tech n ology 334 In form a t ion Scien ces a n d Tech n ology Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 8656179 Fa x: (814) 865-7484 Em a il: cs tover@is t .ps u .edu
(En g) Ms . Va n es s a Bier ly College of En gin eer in g 101 Ha m m on d Bu ild in g Un ivers ity Pa rk , PA 16802 Ph on e: (814) 863-7690
Fa x: (814) 865-6217 Em a il: vrb113@ps u .edu (Sc) Ms . Lis a Good-Reiter Eber ly College of Scien ce 513 J oa b L. Th om a s Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 863-0302 Fa x: (814) 865-3634 Em a il: lxy2@ps u .edu (SSRI) Ms . Sh er ry Yocu m Coord in a tor , Res ea rch & Adm in is t ra t ive Services Socia l Scien ces Res ea rch In s t itu te 601 Os wa ld Tower Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 863-8258 Fa x: (814) 863-8342 Em a il: yocu m @pop.ps u .edu (HHD) Mr . J erom e It in ger Director of Gra n ts a n d Con tra cts College of Hea lth a n d Hu m a n Developm en t 201 Hen ders on Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 863-7241 Fa x: (814) 863-8698 Em a il: CHHDRO@ps u .edu (EMS) Ms . Su s a n La va n 248B Deike Bu ild in g College of Ea r th a n d Min era l Scien ces Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 865-7650 Fa x: (814) 865-2084 Em a il: s a l5@ps u .edu (EDU) Ms . Ta m m y Fet terolf Coord in a tor of Res ea rch a n d Adm in is t ra t ive Services College of Edu ca t ion 243 Ch a m bers Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 865-0956 Fa x: (814) 865-8733 Em a il: tbb2@ps u .edu (MRI/ Ms . Nik i Pa ge PSIEE/ St ra tegic In terd is cip lin a ry Res ea rch Office (SIRO) SIRO) 101 La n d a n d Wa ter Res erve Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802
Ph on e: (814) 865-3422 Fa x: (814) 865-3378 Em a il: n lg4@ps u .edu (LA) Ms . Tr is h Alexa n der Coord in a tor , Gra n ts a n d Con tra cts Libera l Ar ts Res ea rch Office 118 Spa rks Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 865-8030 Fa x: (814) 863-2603 Em a il: ta lexa n der@ps u .edu (Bu s ) Ms . Pa t ty Hickm a n Sm ea l College of Bu s in es s Adm in is t ra t ion 212 Bu s in es s Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 863-9406 Em a il: pa s 163@ps u .edu (Ca pita l) Mr . J a y Sp iegel As s is ta n t Fin a n cia l Officer Pen n Sta te Ha r r is bu rg 120 Olm s ted Bu ild in g Middletown , PA 17057 Ph on e: (717) 948-6014 Em a il: xjs 2@ps u .edu (In t ’l. Prgs ) Ms . Rita Morbeto In tern a t ion a l Progra m s 222 Bou cke Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 865-7681 Fa x: (814) 863-1738 Em a il: r s m 4@ps u .edu (Du Bois ) Ms . Ka th y Neu reiter Pen n Sta te Du Bois College Pla ce Du Bois , PA 15801 Ph on e: (814) 375-4792 Fa x: (814) 375-4784 Em a il: km n 2@ps u .edu (Berks ) Ms . J u dy Don a h u e Pen n Sta te Berks 125 Fra n co Bu ild in g Rea d in g, PA 19610-6009 Ph on e: (610) 396-6224 Em a il: jld1@ps u .edu (Leh igh ) Ms . Sa n dy Litzen berger
Pen n Sta te Leh igh Va lley CE Adm in is t ra t ion Aca dem ic Bu ild in g Fogels ville, PA 18051 Ph on e: (610) 285-5054 Em a il: s xl3@ps u .edu (Com m u n ica t ion ) Ms . J a n e Agn elly Fin a n cia l Officer 201 Ca rn egie Bu ild in g Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , PA 16802 Ph on e: (814) 863-6138 Em a il: jla 3@ps u .edu (Beh ren d) Ms . Pa t ty La n ich
Pen n Sta te Er ie, Th e Beh ren d College 4701 College Dr ive, Sou th Cot ta ge Er ie, PA 16563 Ph on e: (814) 898-7596 Fa x: (814) 898-6461 Em a il: pa l16@ps u .edu
A fin a l s ta tem en t of cos ts in cu r red , m a rked "FINAL", m u s t be s u bm it ted NOT LATER THAN s ixty (60) da ys a fter s u bcon t ra ct com plet ion . All pa ym en ts s h a ll be con s idered p rovis ion a l a n d s u b ject to a d ju s tm en t with in th e tota l es t im a ted cos t es ta b lis h ed by Ar t icle IV, Sect ion A in th e even t s u ch a d ju s tm en t is n eces s a ry a s a res u lt of a n a u d it by th e Com m on wea lth . If th e Su bcon t ra ctor becom es a wa re of a du p lica te pa ym en t or th a t th e Un ivers ity h a s oth erwis e overpa id on a n in voice pa ym en t , th e Su bcon t ra ctor s h a ll im m edia tely n ot ify th e Un ivers ity Con tra ct Repres en ta t ive in wr it in g a n d requ es t in s t ru ct ion s for d is pos it ion of th e overpa ym en t . (2 ) Pa ym en t (Us e w/ Federa l Fu n ds ) Pen n Sta te s h a ll r eim bu rs e th e Su bcon tra ctor n ot m ore often th a n m on th ly for a llowa ble cos ts a ctu a lly in cu r red a n d ch a rgea b le to Pen n Sta te in a ccorda n ce with th e bu dget ca tegor ies in d ica ted in At ta ch m en t II u pon bein g in voiced by th e Su bcon tra ctor a n d u pon a pprova l of th e in voice by Pen n Sta te's Project Director . All in voices s h a ll be s u bm it ted in a form a t s im ila r to th e s a m ple in voice a ppen ded h ereto a s At ta ch m en t III, bu t a t a m in im u m s h a ll in clu de a pp lica b le cos t s h a r in g, cu r ren t a n d cu m u la t ive cos ts , s u bcon t ra ct n u m ber a n d cer t ifica t ion . INVOICES WHICH DO NOT REFERENCE PENN STATE’S SUBCONTRACT NUMBER SHALL BE RETURNED TO THE SUBCONTRACTOR. Cos ts in cu r red u n der th is s u bcon t ra ct s h a ll be in a ccorda n ce with th e con t ra ct cos t p r in cip les a n d p rocedu res con ta in ed in (Pick a ppropr ia te cos t p r in cip les ) OMB Circu la r A-21or OMB Circu la r A-122 or FAR 31 .2 or FAR 31 .3 a s in effect on th e da te of th is s u bcon tra ct . In voices s h a ll be s u bm it ted to:
In s er t P.O.C. from Opt ion 1 , a bove
A fin a l s ta tem en t of cos ts in cu r red , m a rked "FINAL", m u s t be s u bm it ted to th e Ma n a ger of Res ea rch Accou n t in g NOT LATER THAN s ixty (60) da ys a fter s u bcon tra ct com plet ion .
All pa ym en ts s h a ll be con s idered p rovis ion a l a n d s u b ject to a d ju s tm en t with in th e tota l es t im a ted cos t es ta b lis h ed by Ar t icle IV, Sect ion A in th e even t s u ch a d ju s tm en t is n eces s a ry a s a res u lt of a n a u d it by th e Govern m en t . If th e Su bcon t ra ctor becom es a wa re of a du p lica te pa ym en t or th a t th e Un ivers ity h a s oth erwis e overpa id on a n in voice pa ym en t , th e Su bcon t ra ctor s h a ll im m edia tely n ot ify th e Un ivers ity Con tra ct Repres en ta t ive in wr it in g a n d requ es t in s t ru ct ion s for d is pos it ion of th e overpa ym en t . (3 ) Adva n ce Pa ym en t (Us e w/ Federa l Fu n ds ) Upon execu t ion of th is s u bcon t ra ct a n d n ot m ore often th a n on ce ea ch qu a r ter (qu a r ter ly pa ym en ts m a y va ry) th e Su bcon tra ctor s h a ll s u bm it a requ es t for a dva n ce pa ym en t . ALL REQUESTS FOR ADVANCE PAYMENT SHALL REFERENCE PENN STATE’S SUBCONTRACT NUMBER. REQUESTS WHICH DO NOT REFERENCE PENN STATE’S SUBCONTRACT NUMBER SHALL BE RETURNED TO THE SUBCONTRACTOR. Th e requ es t for a dva n ce pa ym en t s h a ll be s u bm it ted to:
In s er t P.O.C. from Opt ion 1 , a bove In a dd it ion to th e requ es t for a dva n ce pa ym en t , th e Su bcon tra ctor s h a ll s u bm it a s ta tem en t of cos ts in cu r red on a qu a r ter ly a n d cu m u la t ive ba s is . All pa ym en ts by Pen n Sta te a re s u b ject to a pprova l by Pen n Sta te’s Project Director , Dr . ____________. All pa ym en ts s h a ll be con s idered p rovis ion a l a n d s u b ject to a d ju s tm en t with in th e tota l es t im a ted cos t es ta b lis h ed by Ar t icle IV, Sect ion A in th e even t s u ch a d ju s tm en t is n eces s a ry a s a res u lt of a n a u d it by th e (In s er t Spon s or ) ____________. OR Th e Su bcon t ra ctor s h a ll be reim bu rs ed for th e cos ts in cu r red by h im in per form in g s ervices h ereu n der in a ccorda n ce with th e a pp lica b le p rovis ion s of th e Gen era l Provis ion s , s u b ject to th e followin g lim ita t ion s m a de in res pect th ereto:
A. Tota l dolla r fu n ds a va ila b le for pa ym en t a n d a llot ted to th is s u bcon tra ct for per iod _________ th rou gh ______. See th e cla u s e of th e Gen era l Provis ion s en t it led Su bcon t ra ctor ’s bu dget a ppen ded h ereto a s At ta ch m en t _____. $_____________ B. Es t im a ted a dd it ion a l fu n ds wh ich m a y be p rovided , if fu n ds a re a va ila b le. See th e cla u s e of Gen era l Provis ion s en t it led “Lim ita t ion of Fu n ds ” a n d th e Su bcon t ra ctor ’s bu dget a ppen ded h ereto a s At ta ch m en t ____. $_____________ Tota l Es t im a ted Cos ts $_____________
ARTICLE VI - In d ep en d en t Con t r a c t or Su bcon tra ctor , a ct in g a s a n in depen den t con t ra ctor a n d n ot a s a n a gen t of Pen n Sta te, is willin g to per form s a id work u pon th e term s h erein a fter p rovided . Pen n Sta te s h a ll n ot m a in ta in , a n d s h a ll n ot be requ ired to m a in ta in , a n y d irect con t rol over th e m ea n s or m a n n er by wh ich th e Su bcon t ra ctor per form s th e ob liga t ion s con ta in ed in th e Sta tem en t of Work or a n y revis ion s th ereof. ARTICLE VII - Recor d Ret en t ion All per t in en t records a n d books of a ccou n ts rela ted to th is s u bcon tr a ct s h a ll be reta in ed for a per iod of th ree (3 ) yea rs a fter th e con clu s ion of th e s u bcon tra ct . Records rela t in g to a n y lit iga t ion or cla im a r is in g ou t of th e per form a n ce of th is a greem en t , or cos ts a n d expen s es of th is a greem en t to wh ich
excep t ion h a s been ta ken a s a res u lt of a u d it a n d / or in s pect ion , s h a ll be reta in ed by th e Su bcon t ra ctor u n t il s u ch lit iga t ion , cla im or excep t ion h a s been res olved . ARTICLE VIII - Righ t s in Da t a a n d Ma t er ia ls (Us e wh en pr im e s pon s or is th e Federa l Gov’t .) (Us e of th is cla u s e m u s t be con s is ten t with p r im e a greem en t p rovis ion s ) Th e Su bcon tra ctor h olds a ll r igh ts , t it le a n d in teres t in th e da ta a n d works it crea tes in th e per form a n ce of th is Agreem en t . Su bcon t ra ctor h ereby gra n ts to Pen n Sta te a n ir revoca b le, wor ld -wide, roya lty-free, n on -exclu s ive licen s e to a ll da ta collected a n d copyr igh ted m a ter ia l, in clu d in g com pu ter p rogra m s , delivered or developed u n der th is Agreem en t , for th e pu rpos e of edu ca t ion a n d res ea rch or to th e exten t requ ired to m eet Pen n Sta te’s ob liga t ion s u n der th e Pr im e Agreem en t . Su bcon tra ctor h ereby gra n ts to th e Govern m en t a n ir revoca b le, wor ld -wide, roya lty-free, n on -exclu s ive licen s e to reprodu ce, t ra n s la te, pu b lis h , u s e a n d d is pos e of, a n d to a u th or ize oth ers to do s o, a ll da ta collected , copyr igh ted m a ter ia ls a n d com pu ter s oftwa re developed u n der th is a greem en t for Federa l pu rpos es on ly. As u s ed in th is cla u s e, da ta collected m ea n s th e or igin a l records of s cien t ific a n d tech n ica l da ta collected du r in g th e per form a n ce of th e work by th e Pr in cipa l In ves t iga tor or oth er pers on s work in g on th e p roject . Da ta collected in clu des , bu t is n ot lim ited to, n otebooks , d ra win gs , lis t s , s pecifica t ion s , a n d com pu ta t ion s . ARTICLE IX - Au d i t s a n d Au d i t Rep or t s (for u s e with a ll dom es t ic u n ivers it ies a n d n on -profit s ) Su bcon t ra ctor a ckn owledges it is s u b ject to OMB Circu la r A-133 (Au dits of S ta tes , Loca l Govern m en ts , a n d Non -Profit Orga n iza t ion s ) if it expen ds $500 ,000 or m ore in federa l a wa rds du r in g it s fis ca l yea r , a n d cer t ifies it is in com plia n ce with th e a u d it requ irem en ts of th e Circu la r . Su bcon t ra ctor a grees to h a ve a s in gle a u d it m a de in a ccorda n ce with Circu la r A-133 if it expen ds $500 ,000 or m ore in federa l a wa rds du r in g it s fis ca l yea r , excep t if it elects to h a ve a p rogra m -s pecific a u d it con du cted . Su bcon tra ctor m a y elect to h a ve a p rogra m -s pecific a u d it con du cted if it expen ds federa l a wa rds on ly u n der on e federa l p rogra m a n d th e p rogra m ’s la ws , regu la t ion s , or gra n t a greem en ts do n ot requ ire a fin a n cia l s ta tem en t a u d it . Su bcon t ra ctor a grees to s u bm it wr it ten n ot ifica t ion to Pen n Sta te p rom pt ly followin g com plet ion of th e a u d it . Th e wr it ten n ot ifica t ion m u s t con firm th a t a n a u d it of th e Su bcon tra ctor wa s con du cted in a ccorda n ce with Circu la r A-133 (in clu d in g th e per iod covered by th e a u d it a n d th e n a m e, a m ou n t , a n d CFDA n u m ber of th e Federa l a wa rd(s ) p rovided by Pen n Sta te); th e s ch edu le of fin d in gs a n d qu es t ion ed cos ts d is clos ed n o a u d it fin d in gs rela t ive to th e Federa l a wa rd(s ) th a t Pen n Sta te p rovided ; a n d , th e s u m m a ry s ch edu le of p r ior a u d it fin d in gs d id n ot repor t on th e s ta tu s of a n y a u d it fin d in gs rela t in g to th e Federa l a wa rd(s ) th a t Pen n Sta te p rovided . Su bcon t ra ctor a grees it will s u bm it on e copy of th e repor t in g pa cka ge des cr ibed in Circu la r A-133 to Pen n Sta te wh en th e “s ch edu le of a u d it fin d in gs a n d qu es t ion ed cos ts ” d is clos es fin d in gs , or th e “s u m m a ry s ch edu le of p r ior a u d it fin d in gs ” repor ts fin d in gs rela ted to Pen n Sta te. Su bcon t ra ctor will in form Pen n Sta te of th e cor rect ive a ct ion th a t h a s been or will be ta ken for a u d it fin d in gs rela ted to Pen n Sta te. In a dd it ion , Su bcon tra ctor will im m edia tely in form Pen n Sta te of m a ter ia l opera t ion s wea kn es s es d is clos ed in a u d it s per form ed a fter execu t ion of th is s u bcon t ra ct . Su bcon tra ctor u n ders ta n ds th a t if, in th e op in ion of Pen n Sta te a n d / or Govern m en t , it fa ils to com ply with th e a u d it requ irem en ts , a ppropr ia te s a n ct ion s m a y be im pos ed , in clu d in g, bu t n ot lim ited to, th os e in Circu la r A-133 , Sect ion .225 . Su bcon t ra ctor cer t ifies th a t a n y pen a lt ies or expen ditu re d is a llowa n ces im pos ed on Pen n Sta te res u lt in g from in s ta n ces of n on -com plia n ce with federa l la ws a n d regu la t ion s will be reim bu rs ed by Su bcon t ra ctor . Su bcon tra ctor a grees to s u bm it wr it ten n ot ifica t ion a n d th e repor t in g pa cka ge (if a ppropr ia te) to :
Mich elle Ku h n , Su bcon t ra ct in g Coord in a tor Office of Spon s ored Progra m s Th e Pen n s ylva n ia Sta te Un ivers ity 110 Tech n ology Cen ter Bu ild in g Un ivers ity Pa rk , PA 16802-7000
Su bcon tra ctor a ckn owledges if it expen ds les s th a n $500 ,000 a yea r in federa l a wa rds , it is exem pt from th e a u d it requ irem en ts of Circu la r A-133 for th a t yea r . However , records m u s t be a va ila b le for review or a u d it a s requ es ted by th e a u th or ized officia l of th e federa l a gen cy, Pen n Sta te, a n d Gen era l Accou n t in g Officer (GAO). In a dd it ion , Su bcon tra ctor a ckn owledges th a t Circu la r A-133 n eith er lim its n or con s t ra in s th e a u th or ity of federa l a gen cies , In s pectors Gen era l, or GAO to con du ct or a r ra n ge for a dd it ion a l a u d it s . ARTICLE X - Rep or t s Dis t r ibu t ion Du r in g th e per form a n ce of th is s u bcon tra ct , a s m a y be exten ded from t im e to t im e, th e Su bcon tra ctor s h a ll be res pon s ib le for s u bm it t in g repor ts in a ccorda n ce with Ar t icle II a n d a n y oth er a r t icle of th is s u bcon t ra ct requ ir in g repor ts to th e in d ividu a ls iden t ified in th e "Addres s es for Repor ts Dis t r ibu t ion " a ppen ded h ereto a s At ta ch m en t IV. ARTICLE XI - Pu bl ic i t y No pu blicity m a t ter h a vin g or con ta in in g a n y referen ce to Pen n Sta te, or in wh ich th e n a m e of Pen n Sta te is m en t ion ed , s h a ll be m a de u s e of by th e Su bcon tra ctor u n t il wr it ten a pprova l h a s fir s t been ob ta in ed from Pen n Sta te. ARTICLE XII - Ter m in a t ion A. Th is s u bcon tra ct m a y be term in a ted by eith er pa r ty h ereto by givin g wr it ten n ot ice to th e oth er pa r ty th ir ty (30) da ys in a dva n ce of a s pecified da te of term in a t ion , or in a ccorda n ce with th e p r im e a greem en t . In th e even t of a con flict , th e term s of th e p r im e a greem en t s h a ll govern . B. Upon receip t of s u ch n ot ice from Pen n Sta te, th e Su bcon t ra ctor s h a ll ta ke a ll n eces s a ry a ct ion to ca n cel ou ts ta n d in g pu rch a s e orders a n d oth er com m itm en ts rela t in g to th e work u n der th is a greem en t , a n d s h a ll exercis e rea s on a b le d iligen ce to ca n cel or red irect com m itm en ts for pers on a l s ervices to it s oth er a ct ivit ies a n d opera t ion s . C. Pen n Sta te s h a ll r em a in lia b le for a ll cos ts in cu r red u n der th is s u bcon t ra ct , in clu d in g a n y of th e a bove m en t ion ed com m itm en ts en tered in to by th e Su bcon t ra ctor in good fa ith p r ior to th e receip t of th e term in a t ion n ot ice. Upon pa ym en t of s u ch cos ts , Pen n Sta te s h a ll be en t it led to, a n d th e Su bcon t ra ctor a grees to deliver , th e in form a t ion a n d item s wh ich , if th e s u bcon t ra ct h a d been com pleted , wou ld h a ve been requ ired to be fu rn is h ed to Pen n Sta te, s u ch in form a t ion a n d item s to in clu de, bu t n ot be lim ited to, pa r t ia lly com pleted p la n s , d ra win gs , da ta , docu m en ts , s u rveys , m a ps , repor ts a n d m odels . D. In th e even t th a t Su bcon t ra ctor s h a ll com m it a n y brea ch of or defa u lt in a n y of th e term s or con dit ion s of th is s u bcon tra ct , a n d a ls o s h a ll fa il to rem edy s u ch defa u lt or b rea ch with in n in ety (90) da ys a fter receip t of wr it ten n ot ice th ereof from Pen n Sta te, Pen n Sta te m a y, a t it s op t ion a n d in a dd it ion to a n y oth er rem edies wh ich it m a y h a ve a t la w or in equ ity, term in a te th is s u bcon tra ct by s en d in g n ot ice of term in a t ion in wr it in g to th e Su bcon tra ctor to s u ch effect , a n d s u ch term in a t ion s h a ll be effect ive a s of th e da te of th e receip t of s u ch n ot ice.
ARTICLE XIII - Civi l Righ t s a n d Non d is cr im in a t ion Su bcon tra ctor cer t ifies th a t it h a s a n a ct ive p rogra m for com plia n ce with a ll a pp lica b le s ta te a n d federa l regu la t ion s , execu t ive orders a n d legis la t ion con cern in g n on -d is cr im in a t ion , equ a l oppor tu n ity, or a ffirm a t ive a ct ion , a n d th a t , wh erever requ ired , va lid a s s u ra n ces of com plia n ce a re on file with th e cogn iza n t en forcem en t a gen cy. In th e even t of a determ in a t ion of n on -com plia n ce, th is s u bcon t ra ct m a y be term in a ted in wh ole or in pa r t a n d Su bcon t ra ctor m a y be decla red in eligib le for fu r th er s u bcon t ra cts with Pen n Sta te. Wh erever a pp lica b le, th e a bove s ta tem en t of cer t ifica t ion in clu des , bu t is n ot n eces s a r ily lim ited to, th e followin g s pecific a cts : • Tit le VI of th e Civil Righ ts Act of 1964 • Execu t ive Order 11246 , Pa r t II, Su b-pa r t B, Sect ion 202 , pa ra gra ph s 1 -6 . Su bcon t ra ctor fu r th er
a grees to in clu de th e text of Sect ion 202 in a n y s u bcon tra ct en tered in to pu rs u a n t to th is s u bcon t ra ct .
• Tit le VII of th e Civil Righ ts Act of 1964 a s a m en ded by th e EEO Act of 1972 . • Sect ion 504 of th e Reh a bilita t ion Act of 1973 • Th e Age Dis cr im in a t ion Act of 1975 , a s a m en ded • Affirm a t ive Act ion Obliga t ion s of Con tra ctors a n d Su bcon t ra ctors for Dis a b led Vetera n s a n d
Vetera n s of th e Vietn a m Era , Su b-pa r t A, Pa ra gra ph 60-250 .5 . Su bcon tra ctor fu r th er a grees to in corpora te th is s ect ion by referen ce in to a n y s u bcon t ra ct of $10 ,000 or m ore en tered in to pu rs u a n t to th is s u bcon t ra ct .
• Tit le IX of th e High er Edu ca t ion Act of 1972 ARTICLE XIV - In d em n ifica t ion Su bcon tra ctor s h a ll h old Pen n Sta te h a rm les s from a n d s h a ll in dem n ify Pen n Sta te for a n y a n d a ll cla im s , dem a n ds , a n d a ct ion s ba s ed u pon or a r is in g ou t of a n y s ervices per form ed by th e Su bcon tra ctor or it s em ployees or a gen ts u n der th is s u bcon t ra ct , a n d s h a ll defen d a n y a n d a ll cla im s or dem a n ds . Th e Su bcon tra ctor fu r th er a grees th a t th e Su bcon tra ctor 's s ta n da rd lia b ility in s u ra n ce policies p rotect , or s h a ll be en dors ed to p rotect , Pen n Sta te from cla im s of bod ily in ju ry a n d of p roper ty da m a ge a r is in g ou t of a n y s ervices per form ed by th e Su bcon tra ctor or it s em ployees or a gen ts u n der th is s u bcon tra ct . ARTICLE XV – S c ien t i fic Mis con d u ct (For u s e wit h NIH s u bc on t r a c t s ) Th e Su bcon t ra ctor a grees with th e a s s u ra n ces con ta in ed in At ta ch m en t _____ a n d a grees to be bou n d by th es e a s s u ra n ces . Th e term s "Mis con du ct ," "Mis con du ct in Scien ce," or "Scien t ific Mis con du ct ," m ea n s , th e fa br ica t ion , fa ls ifica t ion , p la gia r is m , or oth er p ra ct ices th a t s er iou s ly devia te from th os e th a t a re com m on ly a ccep ted with in th e s cien t ific com m u n ity for p ropos in g, con du ct in g, or repor t in g res ea rch . It does n ot in clu de h on es t er ror or h on es t d ifferen ces in in terpreta t ion s or ju dgm en ts of da ta . (42 CFR Pa r t 50 , Su bpa r t A) ARTICLE XVI - Gover n in g La w s Th is s u bcon tra ct s h a ll be govern ed by a n d con s t ru ed in a ccorda n ce with th e la ws of th e Com m on wea lth of Pen n s ylva n ia . (Us e Dis pu tes . Us e Arb it ra t ion a s a ltern a t ive) ARTICLE XVII – Dis p u t es
An y a n d a ll cla im s , d is pu tes or con t rovers ies a r is in g u n der , ou t of, or in con n ect ion with th is Agreem en t , wh ich th e pa r t ies s h a ll be u n a b le to res olve with in s ixty (60) da ys , s h a ll be m edia ted in good fa ith . Th e pa r ty ra is in g s u ch d is pu te s h a ll p rom pt ly a dvis e th e oth er pa r ty of s u ch cla im , d is pu te or con t rovers y in a wr it in g wh ich des cr ibes in rea s on a b le deta il th e n a tu re of s u ch d is pu te. By n ot la ter th a n five (5 ) bu s in es s da ys a fter th e recip ien t h a s received s u ch n ot ice of d is pu te, ea ch pa r ty s h a ll h a ve s elected for it s elf a repres en ta t ive wh o s h a ll h a ve th e a u th or ity to b in d s u ch pa r ty, a n d s h a ll a dd it ion a lly h a ve a dvis ed th e oth er pa r ty in wr it in g of th e n a m e a n d t it le of s u ch repres en ta t ive. By n ot la ter th a n ten (10) bu s in es s da ys a fter th e da te of s u ch n ot ice of d is pu te, th e pa r ty a ga in s t wh om th e d is pu te s h a ll be ra is ed s h a ll s elect a m edia t ion firm in Pen n s ylva n ia a n d s u ch repres en ta t ives s h a ll s ch edu le a da te with s u ch firm for a m edia t ion h ea r in g n ot to exceed on e (1 ) da y in len gth , a n d les s wh ere a pp lica b le. Th e pa r t ies s h a ll en ter in to good fa ith m edia t ion a n d s h a ll s h a re th e cos ts equ a lly. If th e repres en ta t ives of th e pa r t ies h a ve n ot been a b le to res olve th e d is pu te with in fifteen (15) bu s in es s da ys a fter s u ch m edia t ion h ea r in g, th e pa r t ies s h a ll h a ve th e r igh t to pu rs u e a n y oth er rem edies lega lly a va ila b le to res olve s u ch d is pu te in eith er th e Cou r ts of th e Com m on Plea s of Cen t re Cou n ty of Pen n s ylva n ia or in th e Un ited Sta tes Dis t r ict Cou r t for th e Middle Dis t r ict of Pen n s ylva n ia , to wh os e ju r is d ict ion for s u ch pu rpos es Pen n Sta te a n d Su bcon t ra ctor ea ch h ereby ir revoca b ly con s en ts a n d s u bm its . Notwith s ta n d in g th e foregoin g, n oth in g in th is cla u s e s h a ll be con s t ru ed to wa ive a n y r igh ts or t im ely per form a n ce of a n y ob liga t ion s exis t in g u n der th is Res ea rch Agreem en t . OR Ar bi t r a t ion A. Bin d in g Arbit r a t ion . All con t rovers ies a n d / or d is pu tes a r is in g ou t of th is s u bcon tra ct s h a ll be decided by a pa n el of th ree (3 ) a rb it ra tors . Wr it ten n ot ice of a n y d is pu te s h a ll be given by th e a ggr ieved pa r ty, clea r ly s pecifyin g th e n a tu re of th e d is pu te a n d th e relief requ es ted , in clu d in g th e pa ra gra ph of th is s u bcon tra ct in qu es t ion , if a n y. If th e d is pu te ca n n ot be a m ica b ly res olved (eviden ced by wr it in g s ign ed by both pa r t ies ) with in th ir ty (30) da ys of s u ch n ot ice, eith er pa r ty m a y s erve th e oth er with a wr it ten dem a n d for a rb it ra t ion pu rs u a n t to th is Ar t icle. B. Proc e d u re . With in fifteen (15) da ys of a dem a n d for a rb it ra t ion pu rs u a n t to Pa ra gra ph A, th e pa r t ies s h a ll ea ch s elect on e a rb it ra tor of th eir ch oice, a n d th e two a rb it ra tor s s o s elected s h a ll ch oos e th e th ird a rb it ra tor , wh o s h a ll s erve a s th e ch a irpers on of th e pa n el. Ea ch pa r ty s h a ll be res pon s ib le for th e com pen s a t ion of th e a rb it ra tor of th eir ch oice, a n d th e cos t of th e th ird a rb it ra tor s h a ll be equ a lly s h a red by th e pa r t ies . All p re-h ea r in g, h ea r in g, a n d pos t -h ea r in g p rocedu res , in clu d in g th os e for Dis clos u re a n d Ch a llen ge, s h a ll be govern ed by th e Com m ercia l Arb it ra t ion Ru les of th e Am er ica n Arb it ra t ion As s ocia t ion th en in effect , excep t a s m odified in th is s u bcon t ra ct . Un les s oth erwis e a greed in wr it in g by th e pa r t ies , th e s ites of th e a rb it ra t ion p roceed in gs pu rs u a n t to th is Ar t icle s h a ll be determ in ed by th e a rb it ra tors , s a id decis ion to be ba s ed u pon th e con ven ien ce of th e s ites to a ll pa r t ies , a n d to be m a de with in ten (10) da ys of fin a l em pa n elm en t th ereof. Th e a rb it ra tors s h a ll be bou n d to m a ke s pecific fin d in gs of fa ct a n d rea ch con clu s ion s of la w, ba s ed u pon th e s u bm is s ion s a n d eviden ce of th e pa r t ies , a n d s h a ll is s u e a wr it ten decis ion exp la in in g th e ba s is for th e decis ion a n d a wa rd . C. Cou r t Ac t ion s . Du r in g th e pen den cy of a n y proceed in g u n der Sect ion A or B, a bove, n eith er pa r ty will com m en ce a n y lit iga t ion rela t in g to a n y d is pu te u n der th is s u bcon t ra ct a n d a n y lit iga t ion com m en ced pr ior to com m en cem en t of a n y proceed in g u n der Sect ion A or B, a bove, s h a ll be s ta yed pen din g th e ou tcom e th ereof. Th e pa r t ies a gree to fu lly a b ide by th e term s of a n y a rb it ra t ion a wa rd h ereu n der a s fin a l a n d b in d in g. J u dgm en t u pon a n y a wa rd m a y be en tered a n d en forced by eith er pa r ty in a n y cou r t of com peten t ju r is d ict ion . D. Con t in u e d Pe r form a n c e . Du r in g th e pen den cy of a n y proceed in g u n der Sect ion A or B, a bove, th e
Su bcon t ra ctor fu r th er a grees to d iligen t ly p roceed with th e per form a n ce of th is s u bcon t ra ct .
ARTICLE XVIII - As s ign m en t a n d S u bcon t r a c t in g Su bcon tra ctor s h a ll n ot a s s ign , t ra n s fer or s u bcon tra ct it s in teres t or ob liga t ion s h ereu n der with ou t th e wr it ten con s en t of Pen n Sta te. ARTICLE XIX - S u p er s ed u r e Th is s u bcon t ra ct s u pers edes a n d rep la ces a n y previou s a r ra n gem en ts , ora l or wr it ten , between th e pa r t ies h ereto per ta in in g to th is s u bcon t ra ct . ARTICLE XX - Ch a n ges Th e con dit ion s of th is s u bcon t ra ct m a y be ch a n ged a t a n y t im e by m u tu a l a greem en t . Sa id ch a n ges s h a ll be in th e form of a du ly execu ted a m en dm en t to th is s u bcon t ra ct . ARTICLE XXI - Review of Hu m a n S u bjec t s in Res ea r ch Pr ojec t s (Us e on ly for NIH Pr im e Awa rds ) Th e Su bcon t ra ctor a s s u res th a t a dequ a te s a fegu a rds s h a ll be ta ken wh en ever u s in g h u m a n s u b jects in res ea rch p rojects a n d a n in s t itu t ion a l review com m it tee com pos ed of s u fficien t m em bers with va ryin g ba ckgrou n ds to a s s u re com plete a n d a dequ a te review of p rojects in volvin g th e u s e of h u m a n s u b jects h a s reviewed a n d a pproved th e p rojects . Th e Su bcon t ra ctor will a b ide by a ll a pp lica b le p rovis ion s of th e U.S. Depa r tm en t of Hea lth a n d Hu m a n Services rega rd in g th e u s e of h u m a n s u b jects . In th e even t h u m a n s u b jects a re requ ired u n der th is s u bcon tra ct a n d / or s u bs equ en t a m en dm en ts , th e Su bcon tra ctor s h a ll forwa rd to Pen n Sta te’s Con tra ct in g Office it s m os t recen t in s t itu t ion a l review com m it tee wr it ten a pprova l. If th is Agreem en t is fu n ded by th e Na t ion a l In s t itu tes of Hea lth (NIH), th e Su bcon tra ctor a s s u res , by s ign in g th is Agreem en t , th a t a ll Su bcon t ra ctor ’s pers on n el wh o a re res pon s ib le for th e des ign a n d con du ct of p rojects in volvin g h u m a n res ea rch pa r t icipa n ts h a ve s u cces s fu lly com pleted th eir in s t itu t ion a l t ra in in g in a ccorda n ce with th e NIH Gu ide, Not ice OD-00-039 . ARTICLE XXII - Review of An im a l Welfa r e in Res ea r ch Pr ojec t s Th e res pon s ib ility for th e h u m a n e ca re a n d t rea tm en t of la bora tory a n im a ls u s ed in a n y res ea rch p roject s u ppor ted u n der th is s u bcon t ra ct res ts with th e Su bcon t ra ctor . Th e Su bcon t ra ctor s h a ll com ply with th e An im a l Welfa re Act (Pu b . L. No. 89 -544 , 1996 , a s a m en ded , Pu b . L. No. 91-579 , Pu b . L. No. 94-279 , a n d Pu b . l. No. 99 -198 , 7 U.S.C. 2131 et s eq.) a n d th e regu la t ion s p rom u lga ted th ereu n der by th e Secreta ry of Agr icu ltu re in 9 CFR Pa r ts 1 , 2 , 3 a n d 4 . Th e Su bcon t ra ctor h ereby cer t ifies th a t th e p roject is in com plia n ce with th e An im a l Welfa re Act of 1966 a n d 9 CFR Su bch a pter A (La bora tory An im a ls ), a s a m en ded; a n d is reviewed a n d a pproved by th e In s t itu t ion a l An im a l Ca re a n d Us e Com m it tee. In th e even t a n im a l s u b jects a re requ ired u n der th is s u bcon tra ct a n d / or s u bs equ en t a m en dm en ts , th e Su bcon t ra ctor s h a ll forwa rd to Pen n Sta te’s Con tra ct in g Office it s m os t recen t in s t itu t ion a l review com m it tee wr it ten a pprova l. ARTICLE XXIII - Pen n S t a t e Rep r es en t a t ion Ma t ter s con cern in g com plia n ce rela t ive to per form a n ce of th is s u bcon t ra ct s h ou ld be d irected to Pen n Sta te's Project Director a t th e followin g a ddres s :
Dr . ____________________ Project Director Th e Pen n s ylva n ia Sta te Un ivers ity
__________________________ Un ivers ity Pa rk , PA 16802 Teleph on e: (814) _____________ Fa x: (814) __________________ Em a il: _____________________
Ma t ter s con cern in g th e d irect ion or n egot ia t ion of a n y ch a n ges in th e term s , con dit ion s or a m ou n ts cited in th is s u bcon tra ct s h ou ld be d irected to Pen n Sta te's Con tra ct in g Office, or h is du ly a u th or ized repres en ta t ive, a t th e followin g a ddres s :
Mr . Da vid Rich a rds on , As s ocia te Vice Pres iden t for Res ea rch a n d Director of Spon s ored Progra m s
As repres en ted by:
(You r Na m e) ___________________ Negot ia tor Office of Spon s ored Progra m s Th e Pen n s ylva n ia Sta te Un ivers ity 110 Tech n ology Cen ter Bu ild in g Un ivers ity Pa rk , PA 16802 Teleph on e: (814) 86________ Fa x: (814) 86__________ E-m a il: ___________________
ARTICLE XXIV - Clos eou t Requ i r em en t s Th e followin g item s , a ppen ded h ereto a s At ta ch m en t ___, a re requ ired for Su bcon tra ct Clos eou t a n d s h a ll be s u bm it ted a lon g with a Fin a l Tech n ica l Repor t , if a pp lica b le, a n d a Fin a l S ta tem en t of Cos ts In cu r red or fin a l in voice item izin g cu m u la t ive cos ts to th e in d ividu a ls iden t ified in At ta ch m en t ____ n ot la ter th a n s ixty (60) da ys a fter s u bcon tra ct en d in g da te:
• Su bcon t ra ctor 's Relea s e • Su bcon tra ctor 's As s ign m en t of Refu n ds , Reba tes , Cred it s a n d Oth er Am ou n ts • In ven tory of Proper ty • (Pick On e)Repor t of In ven t ion s a n d Su bcon t ra cts or Fin a l NASA Gra n tee
Su bcon t ra ctor New Tech n ology Su m m a ry Repor t • A-133 Cer t ifica t ion
Pa ym en t of Fin a l In voice s h a ll be with h eld pen din g receip t a n d a ccep ta n ce of a ll Clos eou t Docu m en ts . ARTICLE XXV - Con fl ic t of In t e r es t (For U. S . Govern m en t p r im e a greem en ts on ly) By s ign in g th is Agreem en t th e Su bcon t ra ctor cer t ifies th a t th e in s t itu t ion h a s a n a ct ive a n d en forced Con flict of In teres t policy wh ich com plies with th e Govern m en t’s gu idelin es . It a ls o cer t ifies th a t th e releva n t in ves t iga tor (s ) a re in com plia n ce with th e Su bcon t ra ctor ’s Con flict of In teres t policy. ARTICLE XXVI – Order of Precedence If any conflicts or discrepancies should arise in the terms and conditions of this subcontract, or the interpretation thereof, the order of precedence for resolution shall be: (a) Section A; (b) Section B; and Section C.
ARTICLE XXVII – New Technology Reports (For use with NASA prime agreements only. Include the required NASA forms, which may be found at http://wuro.wustl.edu/PoliciesProcedures/NASA%20Langley%20C-3043.pdf https://ntr.ndc.nasa.gov/nf1679.pdf) The Subcontractor shall submit to Penn State’s Contracting Office NASA Form 1679 “Disclosure of Invention and New Technology (Including Software)” for each discovery of new technology individually, at the time of its discovery. A copy of said form, with instructions, are contained in Attachment ___ of this subcontract. If this subcontract is a multi-year award, the Subcontractor shall submit to Penn State’s Contracting Office NASA Form C-3043 “NASA Grantee New Technology Summary Report” marked “interim”. ARTICLE XXVIII – Federal Funding Accountability and Transparency Act (FFATA) (for use ONLY when Prime Award was issued on or after October 1, 2010 by a Federal Sponsor. Include the required FFATA form as an attachment to this subcontract.) This subcontract is supported by federal funds and requires compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the Transparency Act is to make information pertaining to the spending of federal funds available to the public. Reporting on Subcontractors is done by Penn State and must include information provided by the Subcontractor as captured in Attachment ___of this subcontract. Su bcon tra ctor s h a ll s u bm it th e com pleted FFATA form to Pen n Sta te’s Con tra ct in g Office. SECTION B Sp e c ia l Pr im e Agre e m e n t Provis ion s (Ch e c k On e ) Specia l Provis ion s a re n ot a pp lica b le. Specia l Provis ion s a re a pp lica b le. Plea s e refer to At ta ch m en t ____, a ppen ded h ereto. SECTION C Ge n e ra l Provis ion s a n d / or Ce r t ific a t ion s (Ch e c k On e ) Gen era l Provis ion s a n d Cer t ifica t ion s a re n ot a pp lica b le. Gen era l Provis ion s a n d / or Cer t ifica t ion s a re a pp lica b le. Plea s e refer to At ta ch m en t ____,
a ppen ded h ereto. IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as of the day and year first above written. By An Authorized Official of Penn State By An Authorized Official of Subcontractor Name: Name: Title:
Title: Date: Date:
ATTACHMENT III
STATEMENT OF EXPENDITURES
Su bcon tra ctor ’s Na m e:_____________________ In voice Per iod :________________________
Su bcon tra ct No.:_______________________ Awa rd Am ou n t :______________________
EXPENDITURES EXPENDITURES CATEGORY THIS PERIOD TO DATE Sa la r ies Tota l Sa la r ies Su pplies Com m u n ica tion Services Dom es tic Tra vel Pr in t in g & Copyin g “SAMPLE” Ca pita l Equ ipm en t Softwa re Fr in ge Ben efits Tota l Direct Cos ts In d irect Cos ts Tota l Cos ts Cos t Sh a r in g Tota l Cos ts Cer t ifica t ion
“I h ereby cer t ify th a t a ll pa ym en ts requ es ted a re for a ppropr ia te pu rpos es in a ccorda n ce with th e a greem en t s et for th in th e a pp lica t ion a n d a wa rd docu m en t.”
Sign a tu re: Da te:
ATTACHMENT IV
ADDRESSES FOR REPORTS DISTRIBUTION Repor t Ma il To Copy To Progres s Repor t 1 2 Note A Fin a l Repor t (Dra ft & Approved) 1 2 Note A Mon th ly In voices 3 Fin a l In voices 3 Su bcon t ra ctor 's Relea s e 2 Su bcon t ra ctor 's As s ign m en t of Refu n ds , Reba tes , 2 Cred it s a n d Oth er Am ou n ts In ven tory of Proper ty 2 (Pick On e) Repor t of In ven t ion s a n d Su bcon tra cts or 2 1 NASA New Tech n ology Su m m a ry Repor t / New Tech n ology Dis clos u re A-133 Cer t ifica t ion 2 1 . Dr . Project Director Th e Pen n s ylva n ia Sta te Un ivers ity Un ivers ity Pa rk , Pen n s ylva n ia 16802 Teleph on e (814) 86 2 . (You r Na m e) __________________, Con tra cts a n d Propos a ls Specia lis t Office of Spon s ored Progra m s Th e Pen n s ylva n ia Sta te Un ivers ity 110 Tech n ology Cen ter Bu ild in g Un ivers ity Pa rk , Pen n s ylva n ia 16802 Teleph on e (814) 86______ FAX 814-86_______ E-Ma il: ______________________ 3 . (Pick On e) College Con ta ct (from pa ym en t cla u s e)
Note A - The Subcontra ctor s ha ll provid e on ly a copy of the tra ns mitta l le tters for s a tis fying th is requ irement of the Reports Dis tribu tion .
ATTACHMENT V
CLOSEOUT DOCUMENTS
SUBCONTRACTOR'S RELEASE Prime Award No. ____________ Subcontract No. __________________
Pursuant to the terms of Subcontract No. ________________ and in consideration of the sum of ________________________________________ which has been or is to be paid under the said subcontract to ______________________ (hereinafter called the Subcontractor) or to its assignees, if any, the Subcontractor upon payment of the said sum by The Pennsylvania State University, University Park, Pennsylvania (hereinafter called the Contractor) does remise, release, and discharge the Contractor, its officers, agents and employees, of and from all liabilities, obligations, claims, and demands whatsoever under or arising from the said subcontract, except:
1. Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Subcontractor, as follows:
2. Claims, together with reasonable expenses incidental thereto, based upon the liabilities of the Subcontractor to third parties arising out of the performance of the said subcontract, which are not known to the Subcontractor on the date of the execution of this release and of which the Subcontractor gives notice in writing to the Contractor within the period specified in the said subcontract.
3. Claims for reimbursement of costs (other than expenses of the Subcontractor by reason of
its indemnification of the Contractor against patent liability), including reasonable expenses incidental thereto, incurred by the Subcontractor under the provisions of the said subcontract relating to patents.
The Subcontractor agrees, in connection with patent matters and with claims which are not released as set forth above, that it will comply with all of the provisions of the said subcontract, including without limitation those provisions relating to notification to the Contractor and relating to the defense or prosecution of litigation. IN WITNESS WHEREOF, this release has been executed this _____ day of ___________, 20__. SUBCONTRACTOR_______________________________ By____________________________________________ Title___________________________________________
CERTIFICATE I, ___________________________________, certify that I am the ________________________ of the corporation named as Subcontractor in the foregoing release; that __________________________ who signed said release on behalf of the Subcontractor was then ______________________________ of said corporation; that said release was duly signed for and in behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. ________________________________________________
SUBCONTRACTOR'S ASSIGNMENT OF REFUNDS, REBATES, CREDITS AND OTHER AMOUNTS
Prime Award No. _____________ Subcontract No. ____________________ Pursuant to the terms of the subcontract in consideration of the reimbursement of costs and payment of fee, as provided in the said subcontract and any assignment thereunder, the________________________ (hereinafter called the Subcontractor) does hereby: 1. Assign, transfer, set over and release to The Pennsylvania State University, University Park, Pennsylvania (hereinafter called the Contractor), all right, title and interest to all refunds, rebates, credits or other amounts (including interest thereon) arising out of the performance of the said subcontract, together with all the rights of action accrued or which may hereafter accrue thereunder. 2. Agree to take whatever action may be necessary to effect prompt collection of all refunds, rebates, credits or other amounts (including any interest thereon) due or which may become due, and to promptly forward to the Contractor checks (made payable to The Pennsylvania State University, University Park, Pennsylvania) for any proceeds so collected. The reasonable costs of any such action to effect collection shall constitute allowable costs when approved by the Contractor as stated in the said subcontract and may be applied to reduce any amount otherwise payable to the Contractor under the terms hereof. 3. Agree to cooperate fully with the Contractor as to any claim or suit in connection with refunds, rebates, credits or other amounts due (including any interest thereon); to execute any protest, pleading, application, power of attorney or other papers in connection therewith; and to permit the Contractor to represent it at any hearing, trial or other proceeding arising out of such claim or suit. IN WITNESS WHEREOF, this assignment has been executed this ____ day of _______________, 20___. Subcontractor____________________________________ By_____________________________________________ Title____________________________________________
CERTIFICATE I, ___________________________________, certify that I am the ________________________ of the corporation named as Subcontractor in the foregoing release; that __________________________ who signed said release on behalf of the Subcontractor was then ______________________________ of said corporation; that said release was duly signed for and in behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. ________________________________________________
SUBCONTRACTOR A-133 CERTIFICATION
Subcontractor Name: Subcontract No.: The undersigned, being an authorized financial officer of the referenced Subcontractor, hereby certifies that: ____ The Subcontractor’s total Federal expenditures for fiscal year ending ___________do not exceed $500,000.00 a
fiscal year. The Subcontractor is exempt from Federal Audit requirements for the subcontract Period of Performance.
____ The Subcontractor has had an A-133 compliance audit for fiscal year ending ______________ and has not been
informed of any instances of non-compliance with federal laws and regulations that have a direct bearing on this subcontract. A COPY OF THE SUBCONTRACTOR’S WRITTEN NOTIFICATION AS PROMULGATED IN SUBPART C, SECTION .320(e)(2) OF OMB CIRCULAR A-133 IS ATTACHED.
____ The Subcontractor has had an A-133 compliance audit for fiscal year ending _____________ and has been informed
of instances of non-compliance with federal laws and regulations that have a direct bearing on this subcontract. COPIES OF THE SUBCONTRACTOR’S WRITTEN NOTIFICATION AND REPORTING PACKAGE AS PROMULGATED IN SUBPART C, SECTION .320(e)(1) AND (2) OF OMB CIRCULAR A-133 IS ATTACHED.
____ The Subcontractor has not yet completed an A-133 compliance audit for fiscal year ending _________. The audit is
to be completed by _______________. A COPY OF THE SUBCONTRACTOR’S WRITTEN NOTIFICATION AND, IF APPLICABLE, THE REPORTING PACKAGE WILL BE FORWARDED TO PENN STATE WHEN AVAILABLE.
_____________________________________ __________________________ Typed Name and Title Date _____________________________________ Signature
THE PENNSYLVANIA STATE UNIVERSITY
INVENTORY OF PROPERTY FOR
SUBCONTRACT NO. PRIME CONTRACT NO. FROM ___________________________ TO ______________________________ Please check whether property was acquired under the above referenced Subcontract. If property was acquired, please complete the requested information below. ______ NO Property was acquired under this Subcontract. ______ YES Property was acquired under this Subcontract. Please complete the information requested below. Description Manufacturer Model Number Serial Number Date Purchased Dollar Amount ___________________________________________ Signature _________________ ___________________________________________ Date Title
Updated 6/11/08
Attachment _
FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) - SUBRECIPIENT DATA SHEET
Reporting Did the subrecipient’s gross income, from all sources in the previous tax year exceed $300,000? Yes ___ No___ If no, FFATA reporting of this subaward is not required. DUNS Number DUNS Number: Parent DUNS Number (if applicable): Principal Place of Performance (Please complete this section if primary performance site is different from subrecipient address indicated on Attachment 3A) City: State:
Zip + 4: Project Description Please provide a brief description of the work being performed by the Subrecipient:
Compensation of Officers Subrecipient must provide the names and total compensation of the five most highly compensated officers of the entity if: (i) the entity in the preceding fiscal year received—
(I) 80 percent or more of its annual gross revenues in Federal awards; and II) $25,000,000 or more in annual gross revenues from Federal awards: and
(ii) the public does not have access to information about the compensation of the senior executives of the entity through periodic reports filed under section 13(a) or 15(d) of the Securities Exchanges Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. Officer 1 Name:
Compensation:
Officer 2 Name:
Compensation:
Officer 3 Name:
Compensation:
Officer 4 Name:
Compensation:
Officer 5 Name:
Compensation:
If the Subrecipient does not meet the conditions listed above, then it must specifically affirm that the requirements of this clause are inapplicable to the Subrecipient:
By marking the following box, Subrecipient affirms they do not meet the conditions for reporting highly compensated officials.
Office of Sponsored Programs 110 Technology Center Building University Park, PA 16802-7000
SUBCONTRACT CLEARANCE
Date: Prime Agreement
From: Original OSP No.
Re: Subcontract Number:
Subcontractor:
Sponsor:
Project Director(s):
Budget/Fund: / “Subcontractor Certifications” applicable, Yes or No? If yes, please note Attachment _________. RISK MANAGEMENT Standard University Clause - No review required. ______ Non-typical clause - Please review and sign below. ______ Non-typical Clause -___________________________ has previously reviewed this clause on
________________________________ and approved same.
______ Certificate of Insurance will be requested. _______________________________ _____________ Signature Date Log No.: 12/07
Standard Agreement under FNG02(A) Delegation Authority
OSP
The attached commits __$ for the period _ Recommend signature.
Negotiator
Comments:
Session ID: 7270117
SUBCONTRACTOR'S RELEASE Prime Award No. ____________ Subcontract No. __________________
Pursuant to the terms of Subcontract No. ________________ and in consideration of the sum of ________________________________________ which has been or is to be paid under the said subcontract to ______________________ (hereinafter called the Subcontractor) or to its assignees, if any, the Subcontractor upon payment of the said sum by The Pennsylvania State University, University Park, Pennsylvania (hereinafter called the Contractor) does remise, release, and discharge the Contractor, its officers, agents and employees, of and from all liabilities, obligations, claims, and demands whatsoever under or arising from the said subcontract, except:
1. Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Subcontractor, as follows:
2. Claims, together with reasonable expenses incidental thereto, based upon the liabilities of the Subcontractor to third parties arising out of the performance of the said subcontract, which are not known to the Subcontractor on the date of the execution of this release and of which the Subcontractor gives notice in writing to the Contractor within the period specified in the said subcontract.
3. Claims for reimbursement of costs (other than expenses of the Subcontractor by reason of
its indemnification of the Contractor against patent liability), including reasonable expenses incidental thereto, incurred by the Subcontractor under the provisions of the said subcontract relating to patents.
The Subcontractor agrees, in connection with patent matters and with claims which are not released as set forth above, that it will comply with all of the provisions of the said subcontract, including without limitation those provisions relating to notification to the Contractor and relating to the defense or prosecution of litigation. IN WITNESS WHEREOF, this release has been executed this _____ day of ___________, 20__. SUBCONTRACTOR_______________________________ By____________________________________________ Title___________________________________________
CERTIFICATE I, ___________________________________, certify that I am the ________________________ of the corporation named as Subcontractor in the foregoing release; that __________________________ who signed said release on behalf of the Subcontractor was then ______________________________ of said corporation; that said release was duly signed for and in behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. ________________________________________________
SUBCONTRACTOR'S ASSIGNMENT OF REFUNDS, REBATES, CREDITS AND OTHER AMOUNTS
Prime Award No. _____________ Subcontract No. ____________________ Pursuant to the terms of the subcontract in consideration of the reimbursement of costs and payment of fee, as provided in the said subcontract and any assignment thereunder, the________________________ (hereinafter called the Subcontractor) does hereby: 1. Assign, transfer, set over and release to The Pennsylvania State University, University Park, Pennsylvania (hereinafter called the Contractor), all right, title and interest to all refunds, rebates, credits or other amounts (including interest thereon) arising out of the performance of the said subcontract, together with all the rights of action accrued or which may hereafter accrue thereunder. 2. Agree to take whatever action may be necessary to effect prompt collection of all refunds, rebates, credits or other amounts (including any interest thereon) due or which may become due, and to promptly forward to the Contractor checks (made payable to The Pennsylvania State University, University Park, Pennsylvania) for any proceeds so collected. The reasonable costs of any such action to effect collection shall constitute allowable costs when approved by the Contractor as stated in the said subcontract and may be applied to reduce any amount otherwise payable to the Contractor under the terms hereof. 3. Agree to cooperate fully with the Contractor as to any claim or suit in connection with refunds, rebates, credits or other amounts due (including any interest thereon); to execute any protest, pleading, application, power of attorney or other papers in connection therewith; and to permit the Contractor to represent it at any hearing, trial or other proceeding arising out of such claim or suit. IN WITNESS WHEREOF, this assignment has been executed this ____ day of _______________, 20___. Subcontractor____________________________________ By_____________________________________________ Title____________________________________________
CERTIFICATE
I, ___________________________________, certify that I am the ________________________ of the corporation named as Subcontractor in the foregoing release; that __________________________ who signed said release on behalf of the Subcontractor was then ______________________________ of said corporation; that said release was duly signed for and in behalf of said corporation by authority of its governing body and is within the scope of its corporate powers. ________________________________________________
SUBCONTRACTOR A-133 CERTIFICATION
Subcontractor Name: Subcontract No.: The undersigned, being an authorized financial officer of the referenced Subcontractor, hereby certifies that: ____ The Subcontractor’s total Federal expenditures for fiscal year ending ___________do not exceed
$500,000.00 a fiscal year. The Subcontractor is exempt from Federal Audit requirements for the subcontract Period of Performance.
____ The Subcontractor has had an A-133 compliance audit for fiscal year ending ______________ and has not
been informed of any instances of non-compliance with federal laws and regulations that have a direct bearing on this subcontract. A COPY OF THE SUBCONTRACTOR’S WRITTEN NOTIFICATION AS PROMULGATED IN SUBPART C, SECTION .320(e)(2) OF OMB CIRCULAR A-133 IS ATTACHED.
____ The Subcontractor has had an A-133 compliance audit for fiscal year ending _____________ and has been
informed of instances of non-compliance with federal laws and regulations that have a direct bearing on this subcontract. COPIES OF THE SUBCONTRACTOR’S WRITTEN NOTIFICATION AND REPORTING PACKAGE AS PROMULGATED IN SUBPART C, SECTION .320(e)(1) AND (2) OF OMB CIRCULAR A-133 IS ATTACHED.
____ The Subcontractor has not yet completed an A-133 compliance audit for fiscal year ending _________.
The audit is to be completed by _______________. A COPY OF THE SUBCONTRACTOR’S WRITTEN NOTIFICATION AND, IF APPLICABLE, THE REPORTING PACKAGE WILL BE FORWARDED TO PENN STATE WHEN AVAILABLE.
_____________________________________ __________________________ Typed Name and Title Date _____________________________________ Signature
THE PENNSYLVANIA STATE UNIVERSITY
INVENTORY OF PROPERTY FOR
SUBCONTRACT NO. PRIME CONTRACT NO. FROM ___________________________ TO ______________________________ Please check whether property was acquired under the above referenced Subcontract. If property was acquired, please complete the requested information below. ______ NO Property was acquired under this Subcontract. ______ YES Property was acquired under this Subcontract. Please complete the information requested below. Description Manufacturer Model Number Serial Number Date Purchased Dollar Amount ___________________________________________ Signature _________________ ___________________________________________ Date Title
Updated 6/11/08
An Equal Opportunity University Updated 9/16/10
Unit Address: DATE: FROM: TO: Office of Sponsored Programs, Subcontract Administration SUBJ: Certification of Completion of Technical Performance on Subcontract No.
___________________ with (Subcontractor) under Prime Grant/Contract No. ____________________________________ from _________________________ (Sponsor).
1. The final invoice has been submitted by the Subcontractor.
2. Please certify, if appropriate, that you have received the final report and the Subcontractor has completed technical performance by acknowledging this fact in the space provided below.
The undersigned hereby certifies that technical performance is complete on the subject subcontract and that continued effort will not be required. ____________________________________________ ____________________ Project Director Date ____________________________________________ Signature
SUBCONTRACT CLOSEOUT CHECKLIST
Subcontractor: Subcontract No.: as Modified by Amendments Numbered through Period of Performance: through Date of Closeout Completion:
ACTION ITEMS Requested Received Accepted
Subcontractor’s Release
Subcontractor’s Assignment of Refunds, Rebates, Credits and Other Amounts
Subcontractor A-133 Audit
Inventory of Property
Report of Inventions and Subcontracts
Certification of Technical Completion
Price Revision
Lower-Tier Subcontracts Settled by Subcontractor
Interim and/or Disallowed Costs Settled
Indirect Cost Rate
Assist Audit Other (Specify):
Signature (sign only upon completion of all required actions) Date OSP, SA 8/93
PSSUB Closeout Desk Review Worksheet
Instructions found here: H:\PS SUBS\Closeout Information\Desk Review Worksheet Instructions
Questionnaire (Any answer with an asterisk requires further comments.)
1. Subrecipient Review
A. Has A-133 Audit Report or Audited Financial Statement been received? Yes No *
B. Are there any known systems deficiencies or Yes * No pending/recurring audit problems?
C. Have F&A rates been finalized? Yes No *
If yes, does Quick Closeout apply? Yes No
2. Subcontract Review
A. Funded Amount = ________________ (total project cost)
B. Cumulative Vouchered Amount: ________________ = ________________(total project costs) - _______________ (unspent funds)
C. Performance Period: _______________________ to _______________________
D. Are costs outside the performance period? Yes * No
E. Has Technical effort been accepted? Yes No *
F. Did subcontract require cost sharing? Yes No
G. Was the cost sharing requirement met and indicated on N/A Yes No *
final invoice?
H. Were all special cost provisions met? N/A ______ Yes No *
(i.e., level of effort, travel, equipment, etc.)
I. Any significant deviations of incurred costs from approved/ N/A ______ Yes * No *
negotiated budget (see Page 2 for comparison)(a.) If yes, were prior approvals/consents obtained as required? Yes No _______
J. Have all administrative reports/requirements been accepted? Yes No *
(see closeout checklist)
K. Is the final voucher complete and with proper related documents? Yes No *
L. Was the proper F&A rate(s) utilized? Yes No *
3. Comments:
4. Conclusions: Costs of _________________ are recommended as allowable.
Costs of _________________ are considered unallowable.
Reviewed by: __________________________________________________
Date: _________________
June 2011
COST ANALYSISComparison of Incurred Cost to Approved Budget
Approved IncurredApproved Budget* Cost Share Incurred Cost** Cost Share Variance*** Cost Share Variance****
Comments: Variances are within acceptable Limits? Yes ___ No ____
Other:
* Approved Budget - Initial cost submitted by subrecipient and approved and made a part of the subaward/subcontract. ** Incurred Cost -- Actual Total cumulative final costs incurred by Subrecipient.*** Variance - Difference between "incurred cost" and "approved costs"**** Cost Share Variance - Difference between "incurred cost share" and "approved cost share".
Salaries/Wages
Fringe Benefits
Tuition Remission
Materials & Supplies
Consultants
Equipment
Computer Costs
Travel
- Domestic
- Foreign
Subcontracts
Total Project Costs
Cost Element
Total Direct Costs
Indirect Costs
Publications
Other Direct Costs
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PSSUB Closeout
Desk Review Worksheet (Questionnaire) INSTRUCTIONS
Upon receipt of Subrecipient’s final invoice, the College forwards a copy to OSP, along with a completed Certification of Completion of Technical Performance. The Sub Coordinator assigns the request for approval of release of final payment and/or closeout to the appropriate negotiator. As closeout documents are received, the forms are reviewed by the Sub Coordinator for completion. The Sub Coordinator shall follow-up, via telephone or e-mail, with the Subrecipient for delinquent closeout documents on a monthly basis. In the event all requested closing forms are not received from the Subrecipient, the Subcontract Coordinator/Negotiator shall determine if the requested closing papers are required for Administrative Closeout using the following criteria:
• Report of Inventions and Subcontracts: Per 37 CFR 401.14 proceed with closeout if DD882 is not received within two months after forwarding closing papers to the Subcontractor. (If in a subcontract, the DD882 is identified as a required document in Attachment IV, PSU is contractually obligated to receive the DD882 form from the Subcontractor.) Also reference 2.J.on page 2.
When required closeout documentation is received, the Sub Coordinator assigns to the appropriate Negotiator. The Negotiator completes the Subaward/Subcontract Closeout Checklist and the Desk Review Worksheet to close the subagreement. What follows are instructions for completing the Desk Review Worksheet:
Section 1. Subrecipient Review Items 1.A. and 1.B. are completed by the Sub Coordinator prior to Negotiator’s receipt of closeout file. Negotiator should not release final payment or close until any A-133/audited financial statements are received and any related concerns are resolved. 1.C. – Identify if F&A has been finalized to date (e.g., predetermined or fixed rates)
• If “N/A” or “Yes”, indicate as such. • If “No”, document in Comments section (bottom of worksheet) how closeout was
finalized in terms of F&A. For example, note “Rates still provisional but all funds spent and approved, as rate applies throughout entire project period”.
Section 2. Subagreement Review 2.A. – Total $$$ amount funded (includes basic award and any subsequent amendments). 2.B. – Actual total amount of costs incurred for entire project period.
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2.C. - Start date of basic award through end date of last amendment, if any (XX/XX/XXXX – XX/XX/XXXX). 2.D. – Invoiced amount outside of period of performance identified in item 2.C. 2.E. – Certificate of Technical Completion comes from College and is signed by the PI. This certificate informs the negotiator that the subrecipient performed in accordance with their Scope of Work. 2.F. – Check basic subagreement and amendment budgets to see if cost sharing was identified. If so, check “Yes” and go to item 2.G. If no, check “No” and go to item 2.H. 2.G. – If cost sharing is required, verify approved cost sharing in Subrecipient budget against costs sharing shown on final invoice. NOTE: If cost sharing is committed in subagreement, cost sharing must be shown as part of the final invoice and the Negotiator needs to reconcile cost sharing as part of the Cost Analysis page of the Desk Review Worksheet. 2.H. – If Special Provisions apply (e.g. special reporting requirements or preapproval of subrecipient’s travel), “Yes” means provisions were met. “No” means provisions were not met and negotiator may need to pursue additional information from the College or Subrecipient. 2.I. – “Yes” means that significant deviations (as defined by prime or subagreement) were noted when performing the comparison of costs. Deviation should be documented in Comments section and how/if resolved. “No” means that no significant deviations in spending were noted. “N/A” means re-appropriation was allowable without restriction (e.g., FDP). 2.J. – (Also reference first paragraph on page 1 of Instructions) Review the administrative reporting requirements specified in the subagreement, in other words, what did we ask for? (Examples: A-133 certification, DD882, etc.) And, do we have what we need? If “Yes”, it is ok to proceed. If “No”, negotiator should work with Sub Coordinator (Michelle) to request reports and other required documents from the subrecipient. NOTE: We cannot withhold payment for reports not received unless specified as a requirement for payment in the actual subagreement (Per OMB A-110). Also, we cannot close out the subagreement until all required reports are received or current date is beyond 60 reporting period. However, we can release final payment upon completion of the cost analysis and technical release. 2.K. – Final Voucher = Final Cumulative Invoice, as received in accordance with Articles 2 & 3 of the basic Research Subaward Agreement (or Article 5 of the Penn State Subcontract). The final invoice will need to meet the specifications identified in these articles in order for the cost analysis to take place: 1. Must be marked “Final”; 2. Must show all actual cumulative costs
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incurred for the entire project period, not just the period being invoiced, INLUDING COST SHARING; and 3. Must be signed and certified by an authorized representative. 2. L – See Section 1.C. - Rates may be provisional but may still apply. Verify F&A rate is in accordance with the subrecipient’s negotiated rate for the period covered by Subagreement and noted on invoice, and in accordance with what was proposed and approved by PSU. Negotiators should check PSSUB backup documents to verify rate(s) applied initially and with all subsequent amendment(s). See Quick Closeout procedure below. Section 3. Comments – Comments related to Sections 1 & 2 should be reflected here. Additional pages can be attached and kept with file, if necessary. Section 4. Conclusions – “Costs of $______ are recommended as allowable.” should be the total amount of approved costs paid. For example: If funded amount = $100K, but only $50K was spent (and cost analysis review was completed with verification of $50K spent), conclusions would be: “Costs of $50K are recommended as allowable. Costs of $0 are considered unallowable.” Note: The remaining $50K unspent is re-appropriated as required by the prime sponsor. “Reviewed by:” Negotiator’s name here, only when closeout is complete. NOTE 1: Negotiators can partially complete the forms for cost analysis review and release of final payment. Neither the Desk Review Worksheet or the Sub Closeout Checklist should be signed by the negotiator until both release of final payment and closeout are complete.
Quick Closeout:
When Subrecipient’s F&A rate is provisional throughout the period of the subagreement, and the final invoice for cumulative costs is less than the total funded amount, it is necessary to follow the quick closeout procedures prescribed under FAR 42.708 (https://www.acquisition.gov/far/html/Subpart%2042_7.html).
This means that you will need to receive verification, in writing, from the subrecipient, that the final invoice is, in fact, final and that the F&A rate(s) applied to the final cumulative invoice is/are final.
An Equal Opportunity University
Date: To: Memorandum to File, Research Accounting From: J. Hanold, Office of Sponsored Programs Subj: Closing Statement for Subcontract No.__________with ____________under Prime
Contract No.___________ awarded to The Pennsylvania State University by ___________ (OSP #________).
The subject subcontract provided for a research program entitled “__________” The awarded estimated cost was $________ with a period of performance from __________ through _____________. All provisions of the subcontract, including administrative and technical reporting requirements have been met.
The cumulative amount invoiced and claimed under this subcontract is $_____________with and unspent balance of $_______. An examination of the proposal and award documents has been made and compared to those costs claimed for reimbursement under the subcontract. No significant deviations in the cost elements were present and therefore, no exceptions are taken with any of the claimed costs. There are no known systems deficiencies or recurring audit problems with this subcontractor that we have been made aware. Any prior approvals, which may have been required, were obtained as needed.
Based upon final review, we have concluded that claimed costs are allowable and reasonable and are therefore considered allowable under the terms and conditions of the subject subcontract. This Closing Statement shall serve in lieu of a Subcontract Closeout Audit Report. ______________________________________ John W. Hanold Interim Director, Office of Sponsored Programs
cc: Subcontract File (OSP #_________)
OFFICE OF SPONSORED PROGRAMS John W. Hanold Interim Director, Office of Sponsored Programs
(814) 865-1372
FAX (814) 865-3377 E-MAIL: [email protected]
110 Technology Center
The Pennsylvania State University University Park PA 16802-7000