MOREHOUSE COLLEGE
CONTRACT FOR PROFESSIONAL SERVICES
TO BE PAID WITH FEDERAL GRANT FUNDS
This contract is entered into, as of the date of final signature, between Morehouse College
(hereinafter the “College”) and the individual or entity (hereinafter the “Consultant”) whose
name and address is set forth in Attachment A to this contract (the “Contract”). A copy of
Consultant’s Certificate of Good Standing or evidence thereof from the Consultant’s state of
incorporation is attached hereto and incorporated herein as Attachment B
WITNESSETH
WHEREAS, the College desires to obtain the professional services offered by The
Consultant and identified in this Contract under the federal grant/award for research and
development identified in Attachment A to this Contract, originally awarded to the College from
the sponsoring agency identified in Attachment A to this Contract and;
WHEREAS, The Consultant is an independent consultant and is willing to perform
hereunder in accordance with the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
ARTICLE 1 - TYPE OF SERVICES
The Consultant agrees to perform for the benefit of the College all of the services
(hereinafter referred to as the “Services”) set forth and described in Attachment A, which is
incorporated herein and made a part of this Contract. This Contract is made with The Consultant
as an independent contractor, and the Consultant will not by virtue of this Contract become an
employee of the College. The Consultant acknowledges that the services to be performed for the
College are those that the Consultant generally performs in the independent established
profession in which The Consultant is customarily engaged.
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The Consultant acknowledges that the College is allowing the use of the Consultant’s
standard forms (such as purchase orders, acknowledgements of Orders, and Invoices) to
administer its dealings under this Agreement for convenience purposes but all provisions thereof
shall be deemed stricken.
ARTICLE 2 - PERIOD OF PERFORMANCE
The term of this Contract shall commence on the date of final signature below or such
other date specified on Attachment A and expires on the expiration date set forth on Attachment
A, subject, however, to earlier termination as hereinafter provided.
ARTICLE 3 - CONSIDERATION
(1)
In full monetary consideration for this Contract and the services performed by the
Consultant hereunder, the College shall reimburse the Consultant in an amount not to exceed the
amount and on the schedule as set forth on Attachment A.
(2)
The total consideration includes all other expenses, including transportation and
subsistence expense, which shall be reimbursed to the Consultant in accordance with the
reimbursement practices of the College, or as otherwise specified in an addendum to this
Contract.
ARTICLE 4 - PAYMENT
The College shall reimburse the Consultant upon completion of the services, as promptly
as practical upon submission to the College of a signed statement covering the consideration
earned as provided in Article 3 above. The Consultant must submit an appropriate invoice and
certification of completion to the “bill to” addressee cited on the issued College Purchase Order.
ARTICLE 5 - NOTICES
With respect to rights and obligations of each party, all notices required or permitted
under this Contract shall be in writing and shall be deemed sufficiently served if sent by
Registered or Certified Mail, return receipt requested, or delivered personally, in either case
addressed as follows if to the College, to:
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The College Contact Person set forth on Attachment A
and
Morehouse College
V.P. for Business and Finance/CFO
Gloster Hall
830 Westview Drive S.W.
Atlanta, Georgia 30314
With a contemporaneous copy to:
Morehouse College
Office of General Counsel
Gloster Hall, Rm. 109
830 Westview Drive S.W.
Atlanta, Georgia 30314
If to the Consultant, to:
The Consultant Contact Person set forth on Attachment A.
ARTICLE 6 - TERMINATION
The College may terminate this Contract at any time upon ten (10) days written notice.
However, for federal awards if prior to the project’s end date the Granting Agency terminates or
decreases or de-appropriates funding or if the College determines that adequate funds are not
available, which determination is at the College’s sole discretion, this Contract can be
immediately terminated by the College. In the event of termination, the Consultant shall be
reimbursed for all approved costs incurred prior to notice of termination in accordance with the
terms of this Contract.
ARTICLE 7 – FORCE MAJEURE
In the event this provision of the Contract is invoked neither party shall be liable for
damages for any delay or default in performing hereunder if such delay or default is caused by
conditions beyond its control including but not limited to acts of God, government restrictions
(including the denial or cancellation of any export of other necessary license), wars, insurrections
and/or any other cause beyond the reasonable control of the party whose performance is affected
(including mechanical, electronic, or communications failure).
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ARTICLE 8 - REPORTS
The Consultant shall prepare reports/findings as required by the College personnel.
ARTICLE 9 - CONFIDENTIALITY
Consultant shall treat as confidential all data, records and accounts, information,
operations, policies, procedures and all other information relating to the business of the College,
which becomes known to it through its activities hereunder (“Confidential Information”), and
which is not otherwise in the public domain or rightfully obtained from another source.
Consultant does not acquire any rights in the Confidential Information and agrees to take diligent
measures to prevent the disclosure of such Confidential Information.
During the term and after termination of its services to the College, Consultant shall not
use or disclose any such Confidential Information, except in accordance with the terms of this
Contract, or as required by law, regulation or court order.
All records, reports, notices,
valuations, lists, data and other documents prepared by Consultant shall be the property of the
College and Consultant shall deliver any such documents immediately to the College upon
request from the College. Additionally, Consultant shall obtain from all contractors or persons
utilized by Consultant in producing its product or services hereunder a signed written statement
agreeing to the confidentiality provision herein.
ARTICLE 10 - TAXES
The fees, expenses and costs payable under this Contract include all applicable tax.
ARTICLE 11 - PATENT RIGHTS
A.
The term “Subject Invention” means any invention, improvement, discovery or
innovation (whether or not patentable) made, conceived, or actually reduced to practice by The
Consultant in the course of The Consultant’s work under this Contract.
B.
The College shall have the sole and exclusive power to determine whether or not
and where patent applications shall be filed covering Subject Invention and to determine the
disposition of the title to and rights under any application or patent that may result.
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C.
The Consultant shall accept the judgment of the College on these matters as final
and shall execute all documents and things necessary or proper to carry out the judgment of the
College.
D.
The Consultant shall furnish promptly to the College complete and accurate
information with regard to any Subject Invention.
E.
The Consultant shall provide, at the conclusion of this Contract, an affirmative
statement as to whether or not any Subject Invention arose in the conduct of the Contract.
ARTICLE 12 - DATA AND COPYRIGHT
A.
“Subject Data” as used in this Contract, means all compilations of scientific and
technical data, including but not limited to, specifications, notebooks, drawings, computer data
bases, software, reports and all other scientific and technical memoranda of record value first
produced or prepared by The Consultant in the performance of this Contract. Should The
Consultant develop several designs for the College’s consideration, then “Subject Data” shall
refer to the design selected and paid for by the College.
B.
The Consultant agrees to grant the College all rights, title and interest in the
Subject Data, including copyright rights.
C.
The College will have the sole right to copyright such Subject Data, except that
The Consultant grants to the College a non-exclusive, irrevocable, royalty-free license to
reproduce, translate, publish, use and dispose of, and to authorize others so to do, all copyrighted
or copyrightable materials not first produced or prepared by The Consultant in the performance
of the Contract, but which are incorporated in the material to be furnished under this Contract.
The Consultant will assume responsibility for obtaining all necessary rights for use,
reproduction, translation, publication and disposition of that material by the College.
ARTICLE 13 – CONFLICT OF INTEREST
The Consultant affirms that there exists no actual, potential or appearance of conflict
between The Consultant’s family, businesses, or financial interest and The Consultant’s
performance of services as developed herein.
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ARTICLE 14 – BEST EFFORTS
The Consultant agrees at all times, to use its best efforts to perform the work specified in
this Contract and to inform the College of any deviation from the Scope of Work or any cause
which renders The Consultant unable to perform the work as required.
ARTICLE 15 – WORK PRODUCT
All of the materials developed by The Consultant and all materials prepared for and
delivered to the College by The Consultant under the Contract shall belong exclusively to the
College and shall be deemed to be works made for hire and the College shall be sole owner of all
copyright and other proprietary rights (both tangible and intangible), title, and interest therein,
including the right to revise, edit, and distribute same, notwithstanding any previously
determined rights of the sponsor, through which funding of the Contract has been provided.
ARTICLE 16 – AUDIT AND RETENTION
All costs reimbursed for the performance of this Contract will be subject to audit
by the cognizant Federal audit agency and Consultant agrees to allow auditors access to its
records pertinent to this Contract during normal business hours.
Consultant assumes sole
responsibility for reimbursement to the agency identified in Attachment A to this Contract, a sum
of money equivalent to the amount of any expenditure disallowed should the agency identified in
Attachment A, or an authorized agency rule through audit exception, or some other appropriate
means, that expenditures from funds allocated to Consultant through Morehouse for direct and/or
indirect costs were not made in compliance with the regulations of the granting or funding
agency of this Contract. Consultant’s financial records for this Contract shall be retained for a
period of three (3) years. The retention period will begin from the date of the submission of the
final invoice.
If Consultant receives more than $300,000 per year in federal funds, it agrees to comply
with the requirements in OMB A-133 or A-128 as appropriate. In order that Morehouse can
comply with its obligations under OMB Circular A-133, Consultant shall provide Morehouse
with a copy of its annual audit report, which shall include any exceptions noted on the audit. In
addition, Consultant will correct all audit exceptions within six (6) months following such audit,
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and shall advise Morehouse as soon as all exceptions have been corrected and that Consultant is
now in compliance with OMB Circular A-133 or A-128 as appropriate.
ARTICLE 17 – EQUIPMENT
The title to real property, equipment, and supplies acquired under this Contract shall be
transferred to Morehouse College.
ARTICLE 18 – INSURANCE REQUIREMENTS
The College requires the Consultant to furnish a Certificate of Insurance attesting to the
existence of Professional Liability Insurance with limits of Insurance of not less than ONE
MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS
($2,000,000.00) annual aggregate upon execution of this Agreement. If Professional Liability is
written on a claims- made basis then coverage must be extended to a minimum twelve (12)
months after the conclusion of the project.
Such insurance shall designate “Morehouse College, its Board of Trustees, its officers,
employees and agents” as an additional insured under the policy. Such policy shall be issued
with a minimum “A-, VII“ AM Best Rating and be signed by an authorized agent, as evidence of
the Licensee’s /Subcontract’s financial ability to meet its obligation under this section.
Waiver of Subrogation: To the fullest extent permitted by applicable state law,
Consultant waives all rights against Morehouse College, its Board of Trustees, its officers,
employees and agents (and all other parties required), for recovery of damages to the extent these
damages are covered by General Liability, Umbrella Liability, Business Automobile Liability or
Workers’ Compensation and Employers’ Liability insurance maintained per requirements stated
above. Consultant’s Workers’ Compensation policy must have the WAIVER OF OUR RIGHT
TO RECOVER FROM OTHERS ENDORSEMENT with Morehouse College, its Board of
Trustees, its officers, employees and agents (and all other parties required), listed on the
SCHEDULE.
ARTICLE 19 – CONTRACTUAL CHANGES RESULTING FROM UPPER TIER
CHANGES
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This Contract is issued under the provisions set forth in the grant identified in Attachment
A to this Contract. If said grant or award is amended and said amendment causes this Contract
to be inconsistent with or contrary to the grant or award, Consultant shall negotiate with the
College in good faith upon such amendments.
ARTICLE 20 – CLOSE -OUT PROCEDURES
The Consultant will submit to the College, within 15 days after termination or expiration
of the Contract, all close-out documents required hereunder.
ARTICLE 21 – ELIGIBILITY TO WORK AND RELATIONSHIP OF PARTIES
In the performance of this Contract, the parties agree that The Consultant is a
professional person or entity and that the relationship created by this Contract is that of
independent consultant. The Consultant is not an agent or employee of the College for any
purpose and, therefore, is not entitled to the benefits provided by the College to its employees,
including, but not limited to, fringe benefits, workers’ compensation, health and unemployment
insurance and pension pans or any other remuneration.
The Consultant certifies that this
Contract will not violate the terms of any contract with, or obligation to, another institution or
employer.
Should any Agency, regulatory body, or court of competent jurisdiction, based upon The
Consultant’s own actions, find that The Consultant is not an independent consultant and/or is not
entitled to be retained and compensated as an independent consultant under the circumstances of
The Consultant’s engagement by the College, The Consultant shall assume full responsibility
and liability for all taxes, assessments, and penalties imposed against The Consultant and/or the
College resulting from such contrary interpretation, including, but not limited to, taxes,
assessments, and penalties which should have been deducted from The Consultant’s earnings had
The Consultant been on the College’s payroll and retained as an employee of the College. The
Consultant shall be solely responsible for any and all reporting of The Consultant’s gross income
as a result of the Contract and shall assume full responsibility and liability for payment of all
taxes, assessments, social security benefits, and other relative matters as required by law.
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In consideration of the College engaging The Consultant as an independent consultant, The
Consultant shall indemnify and defend the College against and hold the College harmless from
any such liability or responsibility under the circumstances described in this paragraph.
ARTICLE 22 – REPRESENTATIONS AND INDEMNIFICATION
Consultant agrees to indemnify, hold harmless and defend the College, its Trustees,
officers, agents and employees against any and all damages, suits, claims, liabilities, costs and
expenses (including actual attorneys’ fees) based on, arising out of, or relating to, directly or
indirectly, this Contract or the performance of services described herein, including without
limitation, any claims resulting from personal injury or property damage caused by Consultant’s
acts or missions or acts or omissions of Consultant’s agents or employees.
ARTICLE 23 – PRICE WARRANTY
The Consultant hereby certifies that the prices charged herein are not greater than those
charged its most favored customer for the like services under like market conditions. The
College or its authorized representatives(s) shall have the right to examine the records of The
Consultant as it deems necessary to assure itself that the prices charged to the College under this
Contract do not exceed those charged by The Consultant to any other customer obtaining the
same service in like or comparable manner.
ARTICLE 24 – DEBARMENT/SUSPENSION
The Consultant herby certifies, pursuant to Executive Order 12549 and implementing
rules, that The Consultant is not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by any Federal department
or agency.
ARTICLE 25 – COMPLIANCE WITH LAW
The Consultant will cause the work performed hereunder to conform with all
requirements of all applicable federal, state and local laws, rules and regulations, as well as all
the generally accepted standards applicable to such work.
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ARTICLE 26 – PROHIBITION AGAINST USE OF NAME
The Consultant will not use the name, insignia, or symbols of the College, it facilities or
departments, or any variation or combination there of, or the name of any Trustee, faculty
member, other employee or student of the College for any purpose whatsoever without the
College’s prior written consent.
ARTICLE 27 – FEDERAL CONTRACT PROVISIONS
This Contract is governed by the following provisions, which are incorporated by
reference, as if fully set forth herein. Any conflict between this Article 26 and other provisions
of this Contract shall be governed by this Article 26.
1.
Equal Employment Opportunity – the Consultant agrees to comply with EO 11246
“Equal Employment Opportunity.” as amended by EO. 11375, “Amending Executive
Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by
regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor.”
2.
Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) – If this contract or
subgrant is in excess of $2000 for construction or repair the Consultant agrees to comply
with the Copeland “Anti-Kickback” Act (18 U.S.C. 74) as supplemented by Department
of Labor regulations (29CFP part 3, “Contractors and Subcontractors on Public Building
or Public Work Financial in Whole or in Part by Loans of “Grant from the United
States”). The Act provides that each contractor or subcontractor shall be prohibited from
inducing, by any means, any person employed in the construction, completion, or repair
of public work, to give up any part of the compensation to which he is otherwise entitled.
The Seller and/or Buyer shall report all suspected or reported violations to the Federal
awarding agency.
3.
Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7) – If requested by Federal program
legislation, and if this is a all construction contract awarded by the recipients and
subrecipients of more than $2000 Buyer agrees to comply with the Davis-Bacon Act (40
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U.S.C.276a to a-7) and as supplemented by Department of Labor regulations (29CFR
part 5, “Labor Standards Provisions Applicable to Contracts Governing Federally
Financed and Assisted Construction”). Under this Act, contractors shall be required to
pay wages to laborers and mechanics at a rate not less than the minimum wages specified
in a wage determination made by the Secretary of Labor. In addition, contractors shall be
required to pay wages not less than once a week. The recipient shall place a copy of the
current prevailing wage determination issued by the Department of Labor in each
solicitation and the award of a contract shall be conditioned upon acceptance of the wage
determination. The recipient shall report all suspected or reported violations to the
Federal awarding agency.
4.
Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333) – Where applicable,
all contracts awarded by the College in excess of $2000 for construction contracts and in
excess of $2500 for other contracts that involve the employment of mechanics or laborers
Seller agrees to comply with Sections 102 and 107 of the Contract Work Hours and
Safety Standards Act (29 CFR part 5). Under Section 102 of the Act, each contractor
shall be required to compute the wages of every mechanic and laborer on the basis of a
standard work week of 40 hours.
Work in excess of the standard work week is
permissible provided that the worker is compensated at a rate of not less than1½ times the
basic rate of pay for all hours worked in excess of 40 hours in the work week. Section
107 of the Act is applicable to construction work and provides that no laborer or
mechanic shall be required to work in surroundings or under working conditions that are
unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of
supplies or materials or articles ordinarily available on the open market, or contracts for
transportation or transmission or intelligence.
5.
Right to Inventions Made Under a Contract or Agreement – Contracts or agreements for
the performance of experimental, developmental, or research work shall provide for the
rights of the Federal Government and the recipient in any resulting invention in
accordance with 37 CFR part 401, “Rights of Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and
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Cooperative Agreements,” and any implementing regulations issued by the awarding
agency.
6.
Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33
U.S.C. 1251 et seq.), as amended – If this contract is in excess of $100,000 the
Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution
Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection
Agency (EPA)
7.
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – By acceptance of this contract
Consultant hereby certifies with respect to awards of $100,000 or more, that it will not
and has not used Federally appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member for Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31
U.S.C. 1352.
8.
Debarment and Suspension (E.O.s 12549 and 12689) – By acceptance of this contract
Consultant hereby certifies that Consultant and principal employees are not listed on the
General Services Administration’s List of Parties Excluded from Federal procurement in
Non-procurement Programs in accordance with E.O.s 12549 and 12689, “Debarment and
Suspension” This list contains the names of parties debarred, suspended, or otherwise
excluded by agencies, and contractors declared ineligible under statutory or regulatory
authority other than E.O. 12549.
9.
Drug Free Workplace Act (34 CFR Part 85, Subpart F) – By acceptance of this contract
Consultant hereby certifies that a drug free workplace will be maintained.
This
certification is a material representation of fact upon which reliance will be placed prior
to award of the contract. False certification or violation of the certification shall be
grounds for suspension or termination of award, or government-wide suspension or
debarment (see CFR 34 Part 85, Section 85.615 and 85.620).
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ARTICLE 28 – CHANGES
This Contract constitutes the entire agreement between the parties regarding the subject
matter herein. Any modifications of this Contract shall be made in writing and must be signed
by authorized representatives.
ARTICLE 29 – ASSIGNMENT
This Contract may not be assigned, delegated or, via change of control or otherwise,
transferred by the Consultant without the prior written consent of the College.
ARTICLE 30 – APPLICABLE LAW
This Contract shall be deemed to be executed in the City of Atlanta, State of Georgia,
regardless of the domicile of The Consultant and shall be governed by and construed in
accordance with the laws of the State of Georgia applicable to contracts and/or agreements made
and performed in the State of Georgia. The parties agree any and all claims asserted by or
against the College arising under this Contract or related thereto shall be heard and determined
either in the courts of the United States located in Atlanta or in the courts of the State of Georgia
located in the County of Fulton.
Signed:
__________________________
Date: __________________
__________________________
Printed
Vice President for Business and Finance/CFO
Morehouse College, Inc.
Signed:
__________________________
Consultant
Date: __________________
__________________________
Printed Name
__________________________
Title
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Attachment A: Service Terms
Attachment B: Certificate of Good Standing
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ATTACHMENT A
Name of Consultant/Company:
Address:
FEDERAL GRANT/AWARD INFORMATION
Awarding Agency:
Grant Number:
Project Name:
SCOPE OF WORK - Article 1
Scope of Work: (Attach additional sheets if needed and identify below)
(Describe services to be performed, timeline/milestones; reports; etc.)
PERIOD OF PERFORMANCE – Article 2
Start Date:
End Date:
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CONSIDERATION – Article 3
Compensation Total (“Not to Exceed Amount”):
Compensation Schedule: (Not to exceed amount is based on one of the below. Choose ONLY
one)


A rate of ___________________ (fixed hourly or daily rate) for such
times as the Consultant actually performs services as called for by this
Contract, or,
A milestone rate as follows: (attach an additional sheet if necessary)
, or,

A percentage rate specified as follows: (attach an additional sheet if
necessary)
NOTICES – Article 5
College Contact:
Address:
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Consultant Contact:
Address:
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ATTACHMENT B
[If the Consultant is incorporated in the State of Georgia, evidence of good standing is available
at http://www.sos.georgia.gov/]
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