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Project #
WESTERN MICHIGAN UNIVERSITY
PROJECT AGREEMENT
This agreement, made and entered into this day of
, by and between The Board of Trustees of Western Michigan University
(hereinafter known as WMU) and
(hereinafter known as the Second Party). WMU is a constitutional body corporate
organized and existing under the constitution of the State of Michigan, with offices in the city of Kalamazoo, Michigan. Second Party
is organized and existing under the laws of the State of
, with offices in
.
1.
EMPLOYMENT OF CONTRACTOR. WMU hereby agrees to engage the Second Party to perform the services herein set forth.
2.
SCOPE OF SERVICES. The Second Party shall provide the necessary facilities, services and personnel to carry out the “
”
which is attached hereto and made part of this agreement as Appendix A. All work shall be performed in a professional fashion to
the highest academic standards.
3.
PERSONNEL. The Second Party represents that it has or will secure at its own expense all personnel required to perform the
services under Section 2 of this agreement.
4.
TIME OF PERFORMANCE. This agreement shall commence on
.
5.
SCHEDULE OF CHARGES. WMU agrees to pay Second Party in accordance with the budget in Appendix B. Within ten (10)
days after the end of each quarter, Second Party will bill WMU for actual expenses incurred during that month. Request for
reimbursement will be done via “WMU Subcontractor Expense Report” form (Appendix C). Approval by
will be required prior to payment. WMU will make reasonable effort to reimburse Second Party within 15 days of receipt of
billing. Ten percent (10%) of each payment will be withheld until the final report is approved. Deviations in excess of ten percent
(10%) on any line item category will require prior approval of WMU.
6.
BUDGET LIMITATIONS. It is expressly agreed to and understood that in no event will total compensation and reimbursement,
if any, to be paid hereunder exceed $
.
7.
FEDERAL FUNDS. If this project is being supported with federal funds, please list the federal agency
#
(if known) and the federal program title
, and shall continue
months through
,
CFDA
.
8.
LIABILITY. Each party to this agreement will be responsible for its own actions and must seek its own legal representative and
bear its own costs, including judgments, in any litigation which may arise from its action during the performance of this
agreement. It is specifically understood and agreed that neither party will indemnify the other party in such litigation.
9.
TERMINATION OF AGREEMENT FOR CAUSE. If through any cause Second Party shall fail to fulfill in proper manner its
obligations under this agreement, or if Second Party or WMU shall violate any of the covenants, understandings or stipulations
of this agreement, and the violation is not cured within 15 days, the aggrieved party shall thereupon have the right to terminate this
agreement by giving written notice to the other party of such termination and specifying the effective date thereof. Such notice
must be delivered 15 days before the effective date. In the event that such cause for termination shall lie with Second Party, all
facets of the project must be taken to a logical stopping point, a fiscal and technical report prepared, and Second Party shall be
entitled to receive just and equitable compensation for any work performed on the project. Should the cause of termination lie
with WMU, the amount of additional work to be carried out by Second Party shall be subject to negotiation by all parties.
Neither WMU nor Second Party shall be responsible for any liability for damages sustained by the other party by virtue of any
breach of this agreement or through negligence on the part of the other party.
10. RECORDS. Second Party shall maintain all books, documents, papers, accounting records or other evidence pertaining to costs
incurred for a period of at least five years from the date of final payment under this agreement. For purposes of controlling and
reporting on the receipt and disbursement of funds under this agreement, Second Party accounting records shall be structured so
that transactions are easily and readily identifiable. In particular, a “Documentation of Personal Services” form (Appendix D)
Rev. 05/2007
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shall be completed for each employee paid under this agreement. Such materials shall be readily available during the agreement
and retention period for inspection, audit and/or duplication at all reasonable times by authorized representatives of WMU.
11. SUBCONTRACTOR RESPONSIBILITIES. In the event this is a subcontract, all of the services performed under this agreement
shall be in full compliance with the requirements of the prime award (if applicable attached as Appendix E). Readily available
access to all materials and records shall be provided to authorized representatives of the prime sponsor.
In the event that an expense for which Second Party has been reimbursed is disallowed, Second Party shall promptly repay
WMU.
12. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS. Second
Party certifies to the best of its knowledge and belief that it and its principals: Are not presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; Have
not within a three-year period preceding this agreement been convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal,
State, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with
commission of any of the offences enumerated above in this certification; and Have not within a three-year period preceding this
agreement had one or more public transactions (Federal, State, or local) terminated for cause or default.
13. DISSEMINATION OF INFORMATION AND INTELLECTUAL PROPERTY RIGHTS. News releases pertaining to this
agreement or the services, data, or project to which it relates will not be made without prior written WMU approval. No results of
the project are to be released without prior written WMU approval.
WMU shall own and be responsible for all fees and costs of protecting all inventions, discoveries or other intellectual property
arising from this work. Second Party agrees to execute assignment of any rights arising from this work to WMU.
14. EQUAL EMPLOYMENT OPPORTUNITY. There shall be no discrimination against any employee who is employed in the work
covered by this contract, or against any applicant for such employment, because of race, gender, height, weight, color, religion,
age, sexual orientation, marital status, veteran status, handicap or national origin. This provision shall include, but not be limited
to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates
of pay or other forms of compensation, and selection for training, including apprenticeship.
15. MICHIGAN LAW. The law of the State of Michigan shall apply exclusively to every aspect of all disputes arising in connection
with this agreement. By execution of this agreement, Second Party submits itself to the personal jurisdiction of the federal and
state courts of Michigan.
16. AUTHORITY. The signatories affirm that they have the authority to bind their respective parties to this agreement.
17. AMENDMENTS. This agreement constitutes the complete understanding of the parties hereto and any amendments to the
agreement must be agreed to in writing and signed by both parties.
SIGNED ON BEHALF OF WMU
SIGNED ON BEHALF OF SECOND PARTY
Jan Van Der Kley, Assistant Treasurer
(269) 387-4233
Name:
Title:
Phone:
Date:
Date:
Rev. 05/2007
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Attachment - Contacts
WMU Subaward Agreement
University Contacts
Collaborator Contacts
Administrative Contact
Administrative Contact
Name:
Name:
Address:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Principal Investigator
Project Director
Name:
Address:
Name:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Financial Contact
Financial Contact
Name:
Name:
Address:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Authorized Official
Authorized Official
Name:
Name:
Address:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Rev. 05/2007