05/21/15 Revised
FDP FP Foreign Subaward
FDP Fixed Price Foreign Research Subaward Agreement
Pass-Through Entity (PTE):
PTE Principal Investigator (PI):
PTE Federal Award No:
Federal Award Issue Date:
FAIN:
Total Amount of Federal Award
to PTE:
Project Title:
Subaward Period of Performance:
Start:
Amount Funded this Action
Subaward No.
Incrementally Funded
Total: $
Is this award R&D:
Yes or
No
End:
Estimated Project Period (if incrementally funded):
Start:
Check all that apply:
Subrecipient:
Subrecipient Principal Investigator:
Federal Awarding Agency:
CFDA No.:
CFDA Title:
End:
Reporting Requirements(Attachment 4)
Subject to FFATA (Attachment 3B)
Cost Sharing (Attachment 5)
Terms and Conditions
1) PTE hereby awards a fixed price subaward, as described above, to Subrecipient. The statement of work for this subaward is (check one)
specified in Subrecipient’s proposal dated , or
as shown in Attachment 5. In its performance of subaward work, Subrecipient shall be an
independent entity and not an employee or agent of PTE.
as
2) PTE shall provide funding in accordance with the Payment Schedule shown in Attachment 5. All invoices shall be submitted using Subrecipient’s
standard invoice, but at a minimum shall include deliverable completed and milestone payment amount, subaward number, and certification, as
required in 2 CFR 200.415 (a). Invoices that do not reference PTE Subaward number shall be returned to Subrecipient. Invoices and questions
concerning invoice receipt or payments should be directed to the appropriate party's
Contact, as shown in Attachments 3A and 3B.
All payments will be in U.S. dollars. Questions concerning payments should be directed to the appropriate party’s Financial Contact, as shown in
Attachment 3.
3) A final invoice, marked "FINAL" must be submitted to PTE’s
Contact, as shown in Attachments 3A and 3B, NOT LATER THAN 60 days
after subaward end date. PTE shall make the final payment to Subrecipient upon completion of all required deliverables and reports as indicated in
Attachments 4 and 5.
4) PTE reserves the right to reject an invoice.
5) Matters concerning the technical performance of this subaward should be directed to the appropriate party’s Principal Investigator, as shown in
Attachments 3A and 3B. Technical reports are required as shown above, “Reporting Requirements.”
6) Matters concerning the request or negotiation of any changes in the terms, conditions, or amounts cited in this subaward agreement, and any
changes requiring prior approval, should be directed to the appropriate party’s
Contact, as shown in Attachments 3A and 3B. Any such
changes made to this subaward agreement require the written approval of each party's Authorized Official, as shown in Attachments 3A and 3B.
7) Substantive changes made to this subaward agreement require the written approval of each party's Authorized Official as shown in Attachments
3A and 3B. The PTE may issue non-substantive changes to the Period of Performance and budget (check one):
Bilaterally, or
Unilaterally.
Unilateral modifications shall be considered valid 14 days after receipt unless otherwise indicated by Subrecipient.
8) Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers, or directors, to
the extent allowed by law.
9) Either party may terminate this subaward with thirty days written notice to the appropriate party’s
Contact, as shown in Attachments 3A
and 3B. PTE shall pay Subrecipient for termination costs as allowable under Uniform Guidance, 2 CFR 200, or 45 CFR Part 74 Appendix IX,
“Principles for Determining Costs Applicable to Research & Development under Grants and Contracts with Hospitals”, as applicable.
10) No-cost extensions require the approval of the PTE. Any requests for a no-cost extension should be addressed to and received by the
Contact, as shown in Attachments 3A and 3B, not less than 30 days prior to the desired effective date of the requested change.
11) The Subaward is subject to the terms and conditions of the PTE Award and other special terms and conditions, as identified in Attachment 2.
12) By signing this Research Subaward Agreement Subrecipient makes the certifications and assurances shown in Attachments 1 and 2.
13) Research Terms and Conditions: Reserved.
By an Authorized Official of PTE:
___________________________________
By an Authorized Official of Subrecipient:
_
_
Date
v. 9.22.15
______________________________________
_
_
Date
05/21/15 Revised
FDP FP Foreign Subaward
Attachment 1
Research Subaward Agreement
Certifications and Assurances
By signing the Subaward Agreement, the Authorized Official of Subrecipient certifies, to the best of his/her
knowledge and belief, that:
Certification Regarding Lobbying
1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, to
any person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan, or cooperative agreement.
2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or intending to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant,
loan, or cooperative agreement, the Subrecipient shall complete and submit Standard Form -LLL, "Disclosure
Form to Report Lobbying," to the PTE.
3) The Subrecipient shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by section 1352, title 31, U. S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Debarment, Suspension, and Other Responsibility Matters
Subrecipient certifies by signing this Subaward Agreement that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this
transaction by any federal department or agency.
Audit and Access to Records
Subrecipient certifies by signing this Subaward Agreement that it complies with the Uniform Guidance, will provide
notice of the completion of required audits and any adverse findings which impact this subaward as required by
parts 200.501- 200.521, and will provide access to records as required by parts 200.336, 200.337, and 200.201
as applicable.
PTE reserves the right to inspect, upon PTE’s reasonable advance notice and during normal business hours,
Subrecipient’s physical facilities, all aspects of the Statement of Work undertaken under this Subagreement, and
all books, records, and documents of any kind pertaining to the Subagreement. Subrecipient agrees to provide
copies of any records or other documentation to PTE in a timely fashion as reasonably requested by PTE.
Subrecipient will keep all usual and proper records relating to performance of the Statement of Work for a
minimum period of three (3) years after completion of closeout of the Subagreement and after the final document
has been submitted to PTE.
Subrecipient expressly acknowledges its understanding that its activities pursuant to this Subagreement and all
records pertaining thereto may be subject to audit by the Sponsor, and Subrecipient agrees to cooperate fully in
the performance of any such audit.
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FDP FP Foreign Subaward
Attachment 2
Subaward Agreement
NIH
Agency-Specific Certifications/Assurances
By signing this Subaward Agreement, the authorized official of Subrecipient assures compliance with the following:
•
•
•
•
Research Misconduct. The research misconduct requirements included in "Public Policy
Requirements and Objectives" http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy
Statement 3/31/2015 Section 4.1.27).
Animal Welfare. The animal welfare requirements contained in "Public Policy Requirements and
Objectives" http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015
Section 4.1.1 and in particular Section 4.1.1.4).
Human Subjects. U.S. Federal and home country requirements. The human subjects requirements
contained in "Public Policy Requirements and Objectives”
http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015 Section
4.1.15) including the requirement for an assurance pursuant to 45 CFR Part 46 (Section 4.1.15.1).
Lobbying Prohibition. The requirements of "Public Policy Requirements and Objectives”
http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015 Section
4.1.17), including disclosure reporting, apply to this subaward.
•
Nondelinquency on Federal Debt. Subrecipient is required to provide a certification of nondelinquency
on debts owed to the United States as specified in "Public Policy Requirements and Objectives”
http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015 Section
4.1.21).
•
Debarment and Suspension. Subrecipients that are foreign governments or governmental entities,
public international organizations, or foreign-government-owned or -controlled (in whole or in part)
entities ARE NOT subject to the debarment or suspension certification requirement or to debarment or
suspension under 45 CFR Part 75. ALL OTHER FOREIGN INSTITUTIONS AND INTERNATIONAL
ORGANIZATIONS ARE SUBJECT TO THESE REQUIREMENTS.
http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015 Section 4.1.6).
Drug-Free Workplace. Compliance with the Drug-Free Workplace Act of 1988 (Public Law 100-690,
Title V, Subtitle D, as amended) requires that all organizations receiving grants from any federal
agency agree to maintain a drug-free workplace.http://grants.nih.gov/grants/policy/nihgps/index.htm
(NIH Grants Policy Statement 3/31/2015 Section 4.1.7). [NOTE: Foreign subrecipients may be exempted
from the drug-free workplace requirements of 45 CFR Part 75 based on a documented finding by the NIH
awarding office that application of those requirements is inconsistent with U.S. international obligations or the
laws and regulations of a foreign government].
•
•
Human Stem Cell Research. Subrecipient shall comply with NIH Guidelines for Research Using
Human Pluripotent Stem Cells dated July 7, 2009. http://grants.nih.gov/grants/policy/nihgps/index.htm
(NIH Grants Policy Statement 3/31/2015 Section 4.1.13).
•
Research on Transplantation of Human Fetal Tissue. The Requirements Affecting the Rights and
Welfare of Individuals as Research Subjects, Patients, or Recipients of Services apply to this
subaward. http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015
Section 4.1.14 and Section 4.1.14.1).
•
Research Involving Recombinant or Synthetic Nucleic Acid Molecules (including Human Gene
Transfer Research). The NIH Guidelines for Research Involving Recombinant or Synthetic Nucleic Acid
Molecules (NIH Guidelines) (November 2013 or latest revision) apply to all research projects (NIH-funded
and non-NIH-funded) that involve recombinant or synthetic nucleic acid molecules and are conducted at or
sponsored by an organization that receives NIH support for recombinant or synthetic nucleic acid molecule
research. http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015
Section 4.1.26).
•
Inclusion of Women and Minorities as Subjects in Clinical Research and Reporting Sex/Gender,
Racial, and Ethnic Participation. NIH-conducted and –supported Clinical research must conform
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FDP FP Foreign Subaward
to the NIH Policy and Guidelines on the Inclusion of Women and Minorities as Subjects in
Clinical Research. Refer to http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy
Statement 3/31/2015 Section 4.1.15.8).
•
Inclusion of Children as Subjects in Clinical Research. NIH-conducted or –supported clinical
research must adhere to the NIH Policy and Guidelines on the Inclusion of Children as Participants in
Research Involving Human Subjects. For the purpose of this policy requirement a child is defined as an
individual under the age of 21 years. http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants
Policy Statement 3/31/2015 Section 4.1.15.7).
NIH-Specific Requirements Promoting Objectivity in Research Applicable to Subrecipients (42 CFR
Part 50 Subpart F)
a. 42 CFR Part 50. 604 requires that institutions conducting PHS-funded research "Maintain an up-todate, written, enforced policy on financial conflicts of interest." Further, "If the Institution carries out the
PHS-funded research through a subrecipient (e.g., subcontractors or consortium members), the
Institution (awardee Institution) must take reasonable steps to ensure that any subrecipient Investigator
complies with this subpart by incorporating as part of a written agreement with the subrecipient terms
that establish whether the financial conflicts of interest policy of the awardee Institution or that of the
subrecipient will apply to the subrecipient's Investigators."
Subrecipient must designate herein whether the financial conflicts of interest policy of
Prime Recipient Institution, or
Subrecipient Institution (check one) will apply. If applying
its own financial conflicts of interest policy, by execution of this Subaward Agreement,
Subrecipient Institution certifies that its policy complies with 42 CFR Part 50.
b.
Subrecipient shall report any financial conflict of interest to Prime Recipient's Administrative
Representative, as designated on Attachment 3A. Any financial conflicts of interest identified
shall subsequently be reported to NIH. Such report shall be made before expenditure of funds
authorized in this Subrecipient Agreement and within 45 days of any subsequently identified
financial conflict of interest.
Other NIH Terms and Conditions.
Subrecipient understands and agrees to the following:
1. 45 CFR Part 75 applies to this Subaward.
http://www.ecfr.gov/cgi-bin/textidx?SID=4861e74d03047adc3e8bdaddf8320540&tpl=/ecfrbrowse/Title45/45cfr75_main_02.tpl
2. The NIH Grants Policy Statement and associated addenda in effect as of the beginning date of the
period of performance, available at http://grants.nih.gov/grants/policy/policy.htm, apply to this
Sub aw ard, except for the payment mechanism (which are addressed on the front page of this
subaward agreement) and final reporting (replaced with Reporting Requirements, Attachment 4).
3. Prior approvals are to be sought from the PTE and not the Federal Awarding agency.
4. Subrecipient’s personnel who are responsible for the design and conduct of projects involving
human research participants have successfully completed their institutional training in accordance
with the NIH Guide, Notice OD-00-039 <http://grants1. nih.gov/grants/guide/notice-files/NOT-OD00-039.html.
5. Purchase of equipment costing more than $5,000 requires prior approval of PTE. Title to equipment
costing $5,000 or more that is purchased or fabricated with research funds or Subrecipient cost
sharing funds, as direct costs of the project or program, shall unconditionally vest in the Subrecipient
upon acquisition without further obligation to the Federal Awarding Agency subject to the conditions
specified in the NIH Grants Policy Statement.
6. Subrecipient is subject to the audit requirements specified in 45 CFR 74.26.
http://www.hhs.gov/opa/grants-and-funding/grant-forms-and-references/45-cfr-74.html#74.26
Subrecipient agrees that the Comptroller General of the United States or a duly authorized
representative, or PTE, shall, until the expiration of three (3) years after final payment under this
Agreement, have access to and right to examine any directly pertinent books, documents, papers and
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FDP FP Foreign Subaward
records of the Subrecipient involving transactions related to this Agreement. Unless agreed to in
writing by Subrecipient, such examination shall be made during Subrecipient’s regularly established
business hours.
7. All costs and financials must be expressed in U.S. dollars using an exchange rate applicable at
the time the invoice is submitted. Facilities and Administrative Costs (F&A) are specifically limited to 8
percent of modified total direct costs less equipment under this Agreement.
8. Travel Regulations. Travel costs are limited to those allowed by formal organizational policy and, in
the case of air travel, the lowest reasonable commercial airfares must be used.
http://grants.nih.gov/grants/policy/nihgps/index.htm (NIH Grants Policy Statement 3/31/2015 Section
7.9.1).
Special terms and conditions:
1. Copyrighted Material. Subrecipient shall grant to PTE an irrevocable, royalty-free, non-transferable,
non-exclusive right and license to use, reproduce, make derivative works, display, publish, and
perform any copyrights or copyrighted material (including any computer software and its
documentation and/or databases) developed under this Subaward Agreement for the purpose of
education and research, a n d to the extent required to meet PTE’s obligations under its Prime
Award.
2. Data Rights. Subrecipient shall grant to PTE the right to use data created in the performance of this
Subaward Agreement. for the purpose of education and research, and to the extent required to meet
PTE’s obligations under its Prime Award.
3. Disputes: T h e p a r t i e s s h a l l a t t e m p t t o r e s o l v e d i s p u t e s through good faith
negotiations. Any dispute arising under or related to this Agreement shall be resolved to the
maximum possible extent through informal dispute resolution. Unresolved issues shall be arbitrated
in accordance with the International Arbitration Rules of the American Arbitration Association.
4. Use of Name: Neither party shall use the name of the other party, nor the name of any faculty member,
employee, or student of the other party, in connection with any product, service, promotion, news
release, or other publicity without the prior written permission of the other party and, if an individual's
name be concerned, of that individual.
5. Publications: Subrecipient agrees that all publications that result from work under this subaward will
acknowledge that the project was supported by (Award #), (Sponsor Name).
6. Governing Language: In the event that a translation of this Agreement is prepared and signed by the parties,
and a conflict arises between the English version and other language version this English language version
shall be the official version and shall govern and control.. All disputes [litigation and arbitration] under this
Agreement shall be resolved and conducted, regardless of the means or authority, in the English language.
7. Governing Law: This Agreement shall be governed, construed and enforced for all purposes in accordance
with the laws of [specify], without regard to such laws governing choice of law. Subrecipient acknowledges
that PTE is subject to the laws of the United States and PTE will not be obligated to take any action that is
violative of such laws.
8. Patents: Pursuant to Public Law 96-517, as amended by Public Law 98-620, title to any invention or discovery
made or conceived under this subaward shall vest in the Subrecipient. Subrecipient shall promptly notify
Principal Investigator (per Attachment 3A) in writing of any such inventions or discoveries.
Subrecipient hereby grants to PTE a royalty-free, non-exclusive license for research purposes to any
Subrecipient invention or discovery.http://thomas.loc.gov/cgi-bin/bdquery/z?d096:HR06933:@@@L
9. Anti-terrorist Compliance: Subrecipient hereby agrees that all funds, including subawards to subrecipients, will
be used in compliance with all applicable United States anti-terrorist financing and asset control laws,
regulations, rules and executive orders.
10. No Partnership/Joint Venture: The relationship of the parties under this Agreement is that of independent
contractors and they are not agents, employees, partners or joint ventures of one another. No party has the
authority to bind any other party in contract or to incur any debts or obligations on behalf of any other party,
and no party (including any employee or other representative of such party) shall take any action that
attempts or purports to bind any other party in contract or to incur any debts or obligations on behalf of any
other party, without the affected party’s prior written approval.
11. Export Controls: It is understood that PTE is subject to United States laws and regulations controlling the
export of technical data, computer software, laboratory prototypes and other commodities, and that its
obligations hereunder are contingent on compliance with applicable U.S. export laws and regulations
(including the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR).
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FDP FP Foreign Subaward
In the event that subrecipient intends to provide any technical information, computer software, laboratory
prototypes, or other items controlled under the applicable U.S. export control laws, the subrecipient shall first
notify PTE of its intent to provide such export-controlled items or information and shall not transfer the exportcontrolled items or information until PTE’s Authorized Representative agrees in writing to accept. Prior to the
transfer of any export-controlled items or information (excluding items or information designated as EAR99
under the EAR), recipient shall conspicuously designate such items or information as “Export Controlled” and
identify the applicable export control category under the United States Munitions List (ITAR) or ECCN under
the Commerce Control List (EAR). The transfer of any such items may require a license or authorization from
the cognizant agency of the United States Government, and/or may require written assurances by the
receiving party that it shall not re-export such items to certain foreign destinations and/or to certain recipients
without prior approval of the cognizant government agency, and/or may require the involved individuals and
entities comply with certain conditions. PTE cannot guarantee that such licenses will be granted.
12. Second Tier Subawards. Subrecipient may not issue any subawards under this Subaward without the
express prior written consent of PTE.
Attachment 4
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FDP FP Foreign Subaward
Research Subaward Agreement
Reporting Requirements
PTE will check all that apply that the Subrecipient will agree to:
A Final technical/progress report will be submitted to the PTE’s
days after the end of the period of performance.
identified in Attachment 3 within
Monthly technical/progress reports will be submitted to the PTE’s
days of the end of the month.
identified in Attachment 3, within
Quarterly technical/progress reports will be submitted within thirty (30) days after the end of each project
quarter to the PTE’s
identified in Attachment 3.
Technical/progress reports on the project as may be required by PTE’s
able to satisfy its reporting obligations to the Federal Awarding Agency.
in order that PTE may be
Annual technical /progress reports will be submitted within
days prior to the end of each project
period to the PTE’s
identified in Attachment 3. Such report shall also include a detailed budget for
the next budget period, updated Other Support for key personnel, certification of appropriate education in
the conduct of human subject research of any new key personnel, and annual IRB or IACUC approval, if
applicable.
In accordance with 37 CFR 401.14, Subrecipient agrees to notify PTE’s
identified in Attachment 3A
within
days after Subrecipient’s inventor discloses invention(s) in writing to Subrecipient’s personnel
responsible for patent matters. The Subrecipient will submit a final invention report using Awarding
Agency specific forms to the PTE’s
identified in Attachment 3A within 60 days of the end of the
period of performance so that it may be included with the PTE’s final invention report to the Awardingn
Agency. A negative report is
is not
required.
A Certification of Completion, in accordance with 2 CFR 200.201(b)(3), will be submitted within
days after the end of the project period to the Pass Through Entity ’s
identified in Attachment 3.
Property Inventory Report; frequency, type, and submission instructions listed here and only to be used
when required by PTE Federal Award FDP
Other Special Reporting Requirements
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FDP FP Foreign Subaward
Attachment 5
Research Subaward Agreement
Statement of Work
| Indirects | Payment Schedule
Statement of Work
Below
Attached
pages
If award is FFATA eligible and SOW exceeds 4000 characters, include a Subrecipient Federal Award Project
Description:
Cost Sharing:
Yes, Amount $
No
Payment Schedule in USD
Below
Indirect Cost Rate (IDR) Applied:
%
Attached
Base Type:
DC,
Check here if using the de
minimus rate of 10%
pages
MTDC or
Other
Direct Costs (USD) $
Indirect Costs ((USD) $
Total Costs (USD)
$
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FDP FP Foreign Subaward
Attachment 6
Sample Invoice