Subcontracts Consultant Agreements on Sponsored Research Grants

1. 1 Subcontracts & Consultant Agreements on Sponsored Research Grants

2. 2 What You Will Take Away From This Session: Key Definitions Context at the Federal Level & Why Having a Clear Understanding of the Importance of Formal Subcontracts and Consultant Agreements is IMPORTANT Common Sections of a Subcontract and Consultant Agreements Subcontract and Consultant Agreement Process from Preaward to Post Award

3. 3 In Your Packet of Materials: Sample Subcontract Agreement Template Sample Consultant Agreement Template Pre Award Checklist for Subcontracts and Consultants Sample Subcontract Tracking Sheet Sample Consultant Tracking Sheet Sample Invoice

4. 4 Office of Sponsored Programs Our Mission We support Children�s Memorial Hospital in being a leader in pediatric research by: Acquiring funding for sponsored programs and assuring excellent stewardship of financial resources; Supporting research scientists in providing proper care for animal and human subjects; and Partnering with research scientists to assure compliance with regulatory organizations.

5. 5 Office of Sponsored Programs Our Vision The Office of Sponsored Programs will be a dependable partner and resource to research scientists in the efficient administration of sponsored programs. We will have a reputation for providing excellent service regarding sponsored programs within CMRC, the hospital and among other organizations in our field.

6. 6 Office of Sponsored Programs

7. 7 Future 2007 OSP/ORIC Outreach Events All events will start at 10:00am and will be held in the Wolfson Lecture Hall Institutional Compliance � March 14th Sponsor Updates � April 11th Budget Building � May 16th Clinical Trials� June 13th Institutional Review Board � July 18th Electronic Research Administration (ERA) � August 15th

8. 8 The Value of Formal Subcontracts Facilitates Collaboration Maintains Institutional Compliance Reduces Institution Liability Protects Intellectual Property Provide Clear Path for Problem Solving and Dispute Resolution Increase in collaborations at the Federal and State Levels Increased Recognition that Science Requires Expertise From a Variety of Disciplines Many RFP�s/Proposals Require Subcontracts Arrangements

9. 9 A Few Key Definitions: Subcontract Agreements Consultant Agreements Material Transfer Agreements (MTA) Vendor Agreements

10. 10 A formalized legal agreement whereby a research project is carried out by the grantee and one or more other organizations that are separate legal entities Under the agreement, the subcontracting organization must perform a substantive role in the conduct of the planned research and not merely serve as a conduit of funds to another party or parties Often referred to as third party agreements, consortium agreements or subawards. Subcontract Agreements

11. 11 Key Is �Substantive Work� Key factor which makes a subcontract distinctive Effort of a collaborator engaging directly in carrying out specific aims of project The subcontract organization has a PI, an administrative official, and potentially have patentable technology, and work resulting in publications

12. 12 Subcontract Agreements The resources of another organization are used to carry out the project Subject to many of the administrative requirements of the awarding agency which are flowed down to the subcontractor in a formal legal agreement

13. 13 Consultant Agreement  Defines statement of work and terms to a private individual to perform an activity on a research project The individual�s private resources are used to carry out the project, not those of an institution Sometimes consulting firms are involved These types of agreements are written and tracked by OSP

14. 14 Material Transfer Agreement (MTA) Legal agreement to transfer material from the owner to another entity for a specific use Used for chemical compounds, cell lines, plasma, etc. Address ownership of the transferred material, limit on use, publication restrictions, rights to invention, use of research results, and legal liability Negotiated and signed by Phil Spina (Harmony Maple for back-up)

15. 15 Vendor Agreement Provide goods or services Typically provides smaller goods/services to many different customers Does not support the goals of the project directly; instead are used to accomplish the project goals Not subject to many of the administrative requirements of the awarding agency Usually done via a purchase order

16. 16 Parts of a Subcontract: Based on CMH Template Preamble- a brief introductory paragraph which identifies the parties and the sponsor under which the agreement is written Scope of Work- details that the subcontract institution agrees to provide all resources to carryout the project as defined in its proposal Period of Performance - Start and end date of agreement, usually matches the prime award dates

17. 17 Parts of a Subcontract: Based on CMH Template Estimated Costs- incorporates budget and special budget provisions (i.e. salary cap, carryover of unobligated budget from year to year) Authorized Representatives- PI and administrative representatives from both institutions Reports- outlines any technical reports that need to be completed

18. 18 Parts of a Subcontract: Based on CMH Template Provisions- both special and general, flowed from prime award. Examples include: Allowable costs Billing Audit Equipment Title Indemnification Termination Publication Rights Certifications Signature Section-CMH and Institutional signatures

19. 19 Parts of a Subcontract: Based on CMH Template ATTACHMENTS Statement of Work- contains a concise narrative summary of the work to be undertaken Detailed Budget Prime Award

20. 20 Subcontract Process from Pre Award to Post Award Pre Award Obtain Institutional Approval Develop a statement of work Budget and justification The above will be included in the proposal to sponsor Post Award Create and Negotiate Agreement Review the performance-both financial and technical Audit as necessary Closeout

21. 21 Subcontract Checklist Items Needed at Proposal Stage NIH Face Page Signed off by Organization Institutional Official Clear Statement of Work Detailed budget for each year of the proposed work Checklist page (for indirect cost calculation) NIH Bio Sketch for key personnel

22. 22 Post Award Process After CMH accepts prime award, creation of agreement begins OSP begins the process, requests additional information as necessary Sometimes reporting requirements or additional controls are set forth in the agreement In most cases the subcontract must be outlined in the proposal or prior-approval from the granting agency must be obtained Some sponsors require review of the agreement before it is sent out

23. 23 Subcontract Execution Both parties agree to the final version of the agreement- negotiation in language often necessary OSP signs 2 copies of the agreement and mails the to the institutional official Institutional official signs 2 copies of the documents and mails back one fully executed copy to CMH OSP. OSP sends copy to PI and Fund Accountant

24. 24 Subcontract Monitoring OSP creates tracking sheet after final execution by both parties (see example in packet) Tracking sheets includes: start and end date of agreement budget amount (with any amendments) detail of invoices received status of approvals total billed to date balance remaining

25. 25 Secure copy of A133 audit report All compliance committee approvals must be in place before agreements are sent out (CMH needs copies of approval letters) Clarify Sponsor Terms and Conditions with Subcontract Institutions' sites Allows �No Cost Extensions� and Budget Revisions as necessary Work with PI�s to ensure that progress toward research goals is being met OSP�s role in Subcontract Monitoring

26. 26 Review progress towards research goals Approval of invoices and technical reports It is important to ask for more supporting documentation if/when it is necessary Work with subcontractors to complete progress reports and budgets for continuation years PI�s Role in Subcontract Monitoring

27. 27 Fund Accounting�s Role in Subcontract Monitoring All invoices signed by PI, go directly to AP and OK�d through Basware by the appropriate Fund Accountant All payments are entered into Lawson and paid through Accounts Payable Payments are reported in the financial report to the award agency All invoices are subject to A133 annual audit or special sponsor audits

28. 28 Subaward Modification Process PI informs OSP of a need to modify subcontract Modifications include increase or decrease in budget, end date change and/or scope of work change Modifications are prepared by OSP and signed by both CMH and subcontractor administrative official 2 amendments are signed by both parties and a copy is retained with each party PI and Fund Accounting also receive a copy Tracking sheets are updated to reflect changes

29. 29 Closeout Review final financial report with PI approval Receive Final Technical Report Subcontract file and documentation is kept on record and subject to annual audit. Right of sponsor to disallow costs upon later audit

30. 30 Defining a Successful Subcontract The subcontract effort was delivered on time, within budget and in accordance with the subcontract terms and conditions Subcontract changes were minimal Subcontractor was allowed to perform with out technical requirements continually changing The prime awardee has adequate funding

31. 31 Consultant Agreements

32. 32 Parts of a Typical Consultant Agreement: Based on CMH Template Cover Page- brief introductory paragraphs which identifies the specific sponsor under which the Consultant Agreement is written, CMH PI, the Research Title and the Contact info of the Consultant Statement of Work- contains a concise narrative summary of the work to be undertaken Period of Performance Rate of Pay and estimated Cost Reporting Requirements Provisions, terms & conditions- both special and general, flowed from prime award and those regarding property rights Invoicing guidelines

33. 33 Consultant Agreement Process from Pre Award to Post Award Pre Award Identify the Consultant Develop a statement of work Negotiate rate of pay/# of hours to work Include other costs, travel, supplies etc. Include the above in the proposal to sponsor Post Award Create and Negotiate Agreement Review the performance-both financial and technical Closeout

34. 34 Consultant Checklist Items Needed at Proposal Stage Contact Information: Name, Home Address, Phone, Email and Social Security Number Clear Statement of Work Performance Period for Consultant Fee per hour or day Number of hours worked Total Compensation (including travel costs breakdown, if applicable and other costs breakdown, if applicable)

35. 35 Post Award Process OSP begins the process, requests additional information as necessary Sometimes reporting requirements or additional controls are set forth in the agreement In most cases the consultant must be outlined in the proposal or prior-approval from the granting agency must be obtained

36. 36 Consultant Agreement Execution Both parties agree to the final version of the document-negotiation in language often necessary OSP signs 2 copies of the agreement and mails to the consultant Consultant signs 2 copies of the documents and mails back one fully executed copy to CMH OSP. Copy of agreement is sent to PI and Fund Accountant

37. 37 Consultant Monitoring OSP creates tracking sheet after final execution by both parties (see example in packet) Tracking sheets includes: start and end date of agreement budget amount (with any amendments) detail of invoices received status of approvals total billed to date balance remaining

38. 38 Secure Consultant�s Tax ID Number or SSN for Tax reporting purposes Allows �No Cost Extensions� and Budget Revisions as necessary, upon notification from PI Work with PI�s to ensure progress toward research goals is being met by the Consultant OSP�s role in Consultant Agreements

39. 39 Review progress towards research goals Approval of invoices and technical reports It is important to ask for more supporting documentation if/when it is necessary PI�s Role in Consultant Monitoring

40. 40 Fund Accounting�s Role in Consultant Monitoring All invoices signed by PI, go directly to AP and OK�d through Basware by the appropriate Fund Accountant All payments are entered into Lawson and paid through Accounts Payable Payments are reported in the financial report to the award agency All invoices are subject to A133 annual audit or special sponsor audits

41. 41 What Can We Do Together to Minimize Risk? Discuss requirements with the subcontractor and identify potential problem areas and possible solutions Get a definitive subcontract agreement (statement of work detail is very important) Work with OSP to address problems early on to come up with creative solutions

42. 42 Helpful Hints-Pre Award Clearly define the work being done by the subcontract organization or consultant Start early if subcontractors are involved in the proposal, many documents are needed Involve OSP early in proposal stage to help guide the subcontract sites in proposal process

43. 43 Helpful Hints-Post Award Process invoices from subcontractor and consultants in a timely manner Review both technical and financial progress on a regular basis Involve OSP if modifications to agreements need to be done Establish effective lines of communication between all parties

44. 44 Thank you!!Questions?