AGREEMENT NUMBER {REQUISITION NUMBER}
BETWEEN THE BOARD OF REGENTS OF
THE UNIVERSITY OF WISCONSIN SYSTEM
ON BEHALF OF THE UNIVERSITY OF WISCONSIN-EXTENSION
AND
{SUBCONTRACTOR}
The Agreement is executed by and between the Board of Regents of the University of Wisconsin
System ("University") and {SUBCONTRACTOR} (“Subcontractor”).
WHEREAS the University has received an award entitled, “{TITLE}”, under Award Number
{AWARD NUMBER}, CDFA Number {CFDA NUMBER IF FEDERAL FUNDING}, from the
{AWARDING SPONSOR}.
WHEREAS Subcontractor has agreed to perform certain work necessary under the terms of the
award;
NOW THEREFORE, it is agreed as follows:
ARTICLE 1. AGENCY REPRESENTATIVE
Liaison with the University will be through {UWEX PD}, who will represent the University interest
in review of quality, quantity, rate of progress, timeliness of services and related considerations as
outlined in this Agreement. Liaison with the Subcontractor will be through {SUBCONTRACTOR
PD}.
ARTICLE 2. SCOPE OF WORK
Unless otherwise specifically provided in this Agreement, the Subcontractor shall supply all of the
necessary personnel, equipment, and materials to accomplish the tasks set forth in Appendix A.
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ARTICLE 3. LIMITATION ON COSTS
The reimbursable cost, both direct and indirect, of performing the tasks under Article 2 of this
Agreement will not exceed ${BUDGET} (Budget Attached - Appendix B). The University is not, in
the absence of modification, obligated to reimburse the Subcontractor for costs incurred by the
Subcontractor which are in excess of the costs specified in this article. Any agreed upon cost sharing
to be provided by the Subcontractor is also identified in Appendix B.
ARTICLE 4. PERIOD OF PERFORMANCE
The effective period of this Agreement shall be from {BEGIN DATE} through {END DATE},
unless otherwise provided for by modification to this Agreement. No expenses will be reimbursed
which are incurred prior to the effective date or subsequent to the termination date unless specifically
approved, in writing, by the University.
ARTICLE 5. METHOD OF PAYMENT
(a)
The Subcontractor will submit invoices for work done not more often than monthly. The
invoice shall reference the agreement number and shall reflect summary detail, by budget
category, of the costs incurred. The invoice should also identify any cost sharing
provided by the Subcontractor during the invoice period. The invoice should also
include a signed certification statement such as the following: “The undersigned
certifies that the information set forth herein is true and correct and may be used as a
basis for payment for effort performed and that payment thereon has not been received.”
An original invoice shall be submitted to:
University of Wisconsin-Extension
Office of Extramural Support
ATTN: Eric Steberl / Angela Machovec
432 North Lake Street, Room 104
Madison, WI 53706-1498
(b)
Invoices received from the Subcontractor will be reviewed by the Project Director and
University of Wisconsin-Extension Cooperative Extension Budget Office prior to
payment.
(c)
The final invoice shall be labeled “Final Invoice” and shall be submitted by the
Subcontractor within {# OF DAYS} days of the termination date of the Agreement.
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(d)
For Non-Corporation entities, the Subcontractor's Social Security or Tax Identification
Number and complete mailing address must be included on all invoices submitted to the
University.
ARTICLE 6. AUDIT
The Subcontractor will maintain adequate financial records, in accordance with generally accepted
accounting practices, to clearly and easily identify expenses, to describe the nature of each expense
and to establish relatedness to this Agreement. All records related to this Agreement shall be
available for audit by the University and/or the Cognizant Federal Audit Agency. The financial
records of this Agreement will be retained for a period of three (3) years, with the following
qualifications:
(a)
Records related to any audit initiated prior to the expiration date shall be retained until
the audit findings involving the records have been resolved.
(b)
The retention period starts from the date of the submission of the final invoice.
This Agreement is subject to the provisions of the Office of Management and Budget (OMB)
Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations”. Under this
federal circular, non-federal entities that expend $500,000 or more in a year in Federal Awards must
have a single or program-specific audit conducted for that year in accordance with the provisions of
the circular.
If Subcontractor expends $500,000 or more in federal funds in their fiscal year, Subcontractor agrees
to provide University with audit report(s) attesting to the fact that the Subcontractor’s records
covering the period of this agreement have been audited in accordance with Office of Management
and Budget Circular A-133.
ARTICLE 7. REPORTS
The Subcontractor is responsible for submitting progress reports {QUARTERLY, ANNUALLY,
ETC} to the Project Director.
ARTICLE 8. TERMINATION OF CONTRACT
This Agreement may be terminated in whole or in part in writing by either party provided that no
such termination may be effected unless the other party is given: (1) not less than thirty (30) days
written notice of intent to terminate, and (2) an opportunity for consultation with the terminating
party prior to termination. Reimbursement will be limited to documented cost incurred prior to
termination notice.
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ARTICLE 9. DISPUTES
This agreement shall be governed by the laws of the State of Wisconsin. The Subcontractor shall at
all times comply with and observe all federal and state laws, ordinances, and regulations which are in
effect during the period of this contract and in which in any manner affect the work or its conduct.
The Subcontractor agrees that any litigation commenced by the Subcontractor for matters arising out
of this contract, will have venue in Dane County, Wisconsin, unless otherwise specifically agreed
between the parties to this contract.
ARTICLE 10. CHANGES
The University may request changes in the scope of services of the Subcontractor to be performed
hereunder. Such changes including any increase or decrease in the amount of compensation, which
are mutually agreed upon by and between both parties, shall be incorporated in written modifications
to this Agreement.
ARTICLE 11. CIVIL RIGHTS AND EQUAL EMPLOYMENT OPPORTUNITY
The Subcontractor will comply with Title VI of the Civil Rights Act of 1964, and Section 504 of the
Rehabilitation Act of 1973, as amended. The Subcontractor assures the University that it has a valid
Assurance of Compliance with the DHHS, (Form HEW 441) and Section 504 of the Rehabilitation
Act of 1973, as amended (Form HHS 641).
ARTICLE 12. LIABILITY AND INSURANCE REQUIREMENTS
The Subcontractor shall save, keep harmless and defend the State of Wisconsin, the Board of
Regents of the University of Wisconsin System, the University, and all their officers, employees and
agents, against any and all liability, including claims, demands, losses, costs, damages and expenses
of whatever kind and nature, for injury to or death of any person or persons, and for loss or damage to
any property (state or other) occurring in connection with or in any way incident to or arising out of
the performance of work in connection with this contract, where such liability is founded upon or
grows out of the acts or omissions of the Subcontractor or the officers, employees, or agents of the
Subcontractor.
ARTICLE 13. PUBLICATION AND COPYRIGHTS
It is understood that decisions about authorship on all publications resulting from research under this
Agreement will be made by Liaison with the University and Liaison with the Subcontractor prior to
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any such publication. The Federal Government shall have a royalty-free, nonexclusive and
irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any
copyrightable material that is developed under this Agreement (37 CFR Part 401). The University
shall have the unrestricted right to use all data which is delivered or specified to be delivered under
this Agreement.
ARTICLE 14. PATENTS AND INVENTIONS
This Agreement is subject to 37 CFR 401. The Subcontractor will be required to obtain appropriate
patent agreements from all persons who perform any part of the work under the Agreement, and for
disclosing any subject inventions to the University.
ARTICLE 15. DEBARMENT AND SUSPENSION
In accepting this Agreement, the Subcontractor certifies 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. Any change in the debarred or
suspended status of the Subcontractor during the life of this Agreement must be reported
immediately to the University. The Subcontractor agrees to incorporate the Debarment and
Suspension certification into any subgrant that they may enter into as a part of this Agreement.
If the Subcontractor is unable to certify to any of the statements in this certification, the
Subcontractor shall attach an explanation to this Agreement.
This certification is required by the regulations implementing Executive Order 12549, Debarment
and Suspension, 34 CFR Part 85, Section 85.510, Participant's responsibilities. The regulations were
published as Part VIII of the May 26, 1988 Federal Register, (pages 19160-19211). Copies of the
regulations may be obtained by contacting the authorizing official of the University.
ARTICLE 16. FUNDING AGENCY PROVISIONS
This Agreement is also subject to the {AWARDING SPONSOR} terms and conditions as set forth
in Appendix C. All references in these terms and conditions to the Funding Agency should be
deemed to mean "University" and references to the "Grantee or Contractor" should be deemed to
mean "Subcontractor." The terms and conditions are also applicable regarding the acknowledgment
of support that must be placed on written or published materials (including videotapes) produced as a
result of work conducted under this project.
This Agreement shall be binding upon the parties hereto, their successors and assigns, upon due
execution by both parties.
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BOARD OF REGENTS OF THE
UNIVERSITY OF WISCONSIN SYSTEM
{SUBCONTRACTOR}
BY
BY
TITLE
TITLE
DATE
DATE
SOCIAL SECURITY/TAX ID NUMBER
STREET ADDRESS
CITY, STATE, ZIP CODE
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