OKLAHOMA STATE UNIVERSITY



OKLAHOMA STATE UNIVERSITY

COLLEGE OF OSTEOPATHIC MEDICINE

TULSA, OKLAHOMA

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| | |Sub-agreement Number | | |

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| | |Under | | |

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| | |Prime Contract | | |

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| | |From | | |

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|Department | | |

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|Sub-recipient | |Tulsa Community College |

| | |3717 East Apache |

| | |Tulsa OK 74115 |

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|Telephone | |918-595-8404 |

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|Federal I D Number | |73-6017987 |

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|Project Title | |Northeast Area Health Education Center |

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|Type of Agreement | |Cost Reimbursable |

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|Project Period | |September 1, 2002 through August 31, 2003 |

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|Total Subcontract Amount | |$6,350 |

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|Issued By | |Oklahoma State University |

| | |College of Osteopathic Medicine |

TABLE OF CONTENTS

PREAMBLE 3

PURPOSE 3

ARTICLE 1 - STATEMENT OF WORK 3

ARTICLE 2 - DURATION OF SUBAGREEMENT 4

ARTICLE 3 - PROJECT DIRECTOR 4

ARTICLE 4 - ESTIMATED COSTS 4

ARTICLE 5 - PAYMENT 4

ARTICLE 6 – IN-KIND SUPPORT 5

ARTICLE 7 - CONTRACT RELATED INCOME 5

ARTICLE 8 – RE-BUDGETING 5

ARTICLE 9 - REPORTS 6

ARTICLE 10 - RECORDS AND AUDITS 7

ARTICLE 11 - REVOCATION 8

ARTICLE 12 - PENALTIES 8

ARTICLE 13 - PATENTS AND COPYRIGHTS 8

ARTICLE 14 - INSURANCE 8

ARTICLE 15 - INDEMNIFICATION 9

ARTICLE 16 - INDEPENDENT CONTRACTOR 9

ARTICLE 17 - ASSURANCES 9

ARTICLE 18 - ADDITIONAL TERMS & CONDITIONS 10

ARTICLE 19 - LIMITATION OF COST 10

ARTICLE 20 - CERTIFICATIONS 10

ARTICLE 21- SIGNATURES 11

Exhibit 1 - Invoice 12

Exhibit 2 – Quarterly Reports 13

Exhibit 3 - Time and Effort 14

Exhibit 4 - Subcontractor’s Release 15

Attachment A – Plan of Work 16

Attachment B - Budget 20

PREAMBLE

This Subagreement, entered into, by and between Oklahoma State University College of Osteopathic Medicine, Tulsa, Oklahoma, hereinafter called the "University," and Tulsa Community College, hereinafter called the "Sub-recipient," constitutes an Agreement under U.S. Health and Human Services, Health Resources and Services Administration, Academic Unit Expansion Prime Contract, 1 D12 HP 00062-010.

Witness that the Sub-recipient agrees to furnish and deliver the described product (or perform the services) for the consideration stated herein.

PURPOSE

The University and the Sub-recipient desire to provide education and training services for medical personnel to address health manpower shortage issues, and improve the quality of health care in rural and underserved areas of Oklahoma. Tulsa Community College will accomplish this purpose through training and education strategies to address health manpower shortages. These strategies will help to increase the number of health professional in rural and underserved areas thus increasing access to primary care services. Tulsa Community College will implement these efforts through the Northeast Oklahoma Area Health Education Center Program (NEAHEC).

ARTICLE 1 - STATEMENT OF WORK

Sub-recipient shall perform the effort as set forth in the Sub-recipient's Plan of Work dated September 1, 2002, which is incorporated herein and attached hereto as Exhibit A.

The Northeast Area Health Education Center (NEAHEC) shall engage in the following programs and services to enhance the recruitment and retention of primary care providers to rural and underserved areas:

1. Specifically designate a geographic area in which it will serve, or shall specifically designate a medically underserved population it will serve.

2. Support and facilitate multidisciplinary health professional clinical training and education. Facilitate and support affiliations with area clinical training sites to provide educational opportunities for medical and other students at health care facilities, primary care sites, IHS facilities, tribal health facilities, and other health agencies throughout the area served by the center.

3. Link medical students to students and teachers in regional public and private schools for health career recruitment activities under the Kids Into Health Careers Initiative.

4. Assist the Statewide AHEC Network program office in assessing the health manpower needs of the area served by the center and engage in the planning and development of training programs to meet such needs.

Have a resolution of intent to adhere to the Center's Plan of Work and to each of the subcontract requirements formally adopted by the Center's Board or Advisory CouncilARTICLE 2 - DURATION OF SUBAGREEMENT

The period of performance is through , 20030.

ARTICLE 3 - PROJECT DIRECTOR

The work to be performed by the Sub-recipient will be directed by (name) , (title) . Should she become unable to continue as Project Director, or if she proposes to substantially reduce her effort to the project by 25% or more, (minimum effort to be no less than 60%), the University must be notified no later than thirty (30) days prior to the effective date of the change. The University reserves the right to approve or disapprove any recommended change in effort by the Project Director and/or key project personnel, and reserves the right to participate in staffing discussions should the Project Director be replaced during this agreement.

ARTICLE 4 - ESTIMATED COSTS

The estimated total cost of performance of this Subagreement is $6,350105,950. A budget, which is agreed to by the parties of this Subagreement, is hereby attached as Attachment B and made a part of this Subagreement for all purposes

ARTICLE 5 - PAYMENT

1. Reimbursement will be based on the submission of quarterly invoices accompanied by appropriate documentation of expenditures furnished by the Sub-recipient in accordance with the proposed budget. The invoices should be itemized detailing current month and total-to-date expenditures. See Exhibit 1 for sample invoice and documentation. Invoices will be submitted for payment within 30 days of the end of each quarter. Repeatedly late invoices may subject the center to termination of agreement. (see Penalties).

2. The University will reimburse the Sub-recipient's actual costs incurred, up to a maximum amount of the total cost of the Subagreement. The balance will be paid upon receipt and approval of the final technical report. The final invoice should be clearly marked FINAL and shall be submitted no later than thirty (30) days after the expiration date of the Subagreement.

3. In the event of noncompliance with ARTICLE 10-RECORDS AND AUDITS, the University will withhold payment of all invoices pending resolution of the audit report.

4. One (1) copy of the invoice shall be sent to:

Oklahoma State University Center for Health Sciences

1111 West 17th Street

Tulsa, Oklahoma 74107

ARTICLE 6 – IN-KIND SUPPORT

1. The Sub-recipient shall provide documentation with the final report of all state and local match dollars (cash or in-kind) that support and further AHEC programs and goals.

ARTICLE 7 - CONTRACT RELATED INCOME

The Sub-recipient will, at the time of the final accounting, inform the University of any contract related income and will maintain records for the receipt and disposition of such income. The Sub-recipient agrees to utilize such income as provided in the governing regulations of the Prime Contract.

ARTICLE 8 – RE-BUDGETING and ALLOWABLE and NON-ALLOWABLE COSTS

Except as provided below, the Sub-recipient may re-budget within budget categories in the approved total direct cost budget to the extent consistent with the Prime Contract. The Sub-recipient must request prior approval for the following:

1. Changes within budget categories of $1,500000 or more;

2. Changes between budget categories $1,500 or more ;

3. Expenditures for domestic travel that exceed the travel budget by $1,000500.00;

All re-budgeting approval requests should be directed to:

Oklahoma State University Center for Health Sciences

1111 West 17th Street

Tulsa, Oklahoma 74107

Such requests will be reviewed and, if appropriate, approved by the University. Failure to obtain approval when required may result in the disallowance of those costs.

ARTICLE 9 - REPORTS

Program - Each AHEC Center shall:

1. Provide the Statewide AHEC Network program office with specific raw and tabulated data to be collected monthly from Northeast Area Health Education Center (AHEC) sponsored and co-sponsored activity (including student clinical training and health careers awareness in the region served by the center) no later than the 150th day of each month, using the format provided by the program office.

2. Provide the Statewide AHEC Network program office with quarterly program progress reports thatwhich reflect progress within the Center's required Plan of Work. The quarterly reports are due on the 3015th day of the month following the last day of each quarter:15 January 3015, April 3015, July 30 and October 3115.

3. Submit time and effort reports (Exhibit 32) for personnel funded by this contract with the monthly invoice for payment. The report shall include all hours worked by personnel with hours delineated to the AHEC Program. Time and effort reports shall be signed by the employee and his/her supervisor to verify accuracy.

Financial - Three (3) copies of a cumulative final financial report (final invoice) shall be submitted no later than thirty (30) days following the end of this project. Expenditures shall be reported by line item. Mail the report to the following address:

Oklahoma State University Center for Health Sciences

1111 West 17th Street

Tulsa, Oklahoma 74107

Technical - A final technical report (final quarterly report) shall be submitted no later than thirty (30) days following the end of this project. Mail to the following address:

Oklahoma State University Center for Health Sciences

1111 West 17th Street

Tulsa, Oklahoma 74107

Subcontractor's Release - The Subcontractor's Release (See Exhibit 42) shall accompany the final invoice. Mail to the following address:

Oklahoma State University Center for Health Sciences

1111 West 17th Street

Tulsa, Oklahoma 74107

ARTICLE 10 - RECORDS AND AUDITS

The books of account, files and other fiscal records of the Sub-recipient which are applicable to this Subagreement shall be available during all normal working hours for inspection, review and audit by the OKAHEC Program Office, the University, or and its representatives to determine the proper application and use of all funds paid to, or for the account or benefit of the Sub-recipient. The Sub-recipient shall establish and maintain an accounting system which provides for adequate control of grant funds and other assets, ensures the accuracy of financial data, and provides for operational efficiency and for internal controls to avoid conflict of interest situations and to prevent irregular transactions or activities. Allowable costs and expenditures under this Subagreement shall comply with all pertinent regulations. The documentation of these costs will remain on file for the period required in the Prime Contract. Costs for which prior approval is required will be contingent upon the University receiving like approval of these specific costs from the sponsor.

2. The Sub-recipient will provide the University with a copy of the Sub-recipient's A-128 audit for the period of the subcontract. Copies of the audit will be sent to:

Oklahoma State University Center for Health Sciences

1111 West 17th Street

Tulsa, OK 74107

If the Sub-recipient does not have this type of audit performed, a copy of the Sub-recipient's audited financial statements will be submitted.

3. The Sub recipient assumes sole responsibility for reimbursement to the University a sum of money equivalent to the amount of any expenditures disallowed should the Prime Contractor or another authorized representative rule through audit exception, or some other appropriate means, that expenditures from funds allocated to the Sub-recipient for direct and/or indirect costs were not made in compliance with the terms and conditions of this Subagreement.

4. Upon examination by the University, should the audit report of the Sub-recipient be in noncompliance, the Sub-recipient shall have six (6) months from the date of receipt of the audit to take appropriate corrective action and notify the University of the action taken. Should this corrective action not be taken, the University will undertake such action as deemed necessary and reasonable by the University to bring about compliance. All costs borne by the University to assure compliance will be reimbursed by the Sub-recipient.

ARTICLE 11 - REVOCATION

Either party may revoke this Subagreement in whole or in part upon sixty (60) days written notification to the other party. In the event of written notice of revocation, no further commitments may be made by the Sub-recipient without specific authorization from the University. Firm commitments made prior to the notice of revocation will not be affected by such notice.

ARTICLE 12 - PENALTIES

1. Costs of fines and penalties resulting from violations of, or failure of the Sub recipient to comply with Federal, State, local or foreign laws and regulations, are unallowable for reimbursement.

2. In the event of the Sub-recipient's noncompliance with the terms of this Subagreement, the University shall impose such sanctions as it may determine to be appropriate, including, but not limited to:

a. Withholding of payment to the Sub-recipient under the Subagreement until the

Sub-recipient complies, and/or,

b. Cancellation, termination, or suspension of the Subagreement in whole or in part**

**EXCEPTION to standard cancellation clause of 60 days.

ARTICLE 13 - PATENTS AND COPYRIGHTS

Any intellectual property or invention made by or first reduced to practice by the Sub-recipient in the performance of this Subagreement must be disclosed within thirty (30) days to the University, which will, in turn, disclose the intellectual property or invention to the Prime Contractor. Disposition of rights to disclosed inventions will be made in accordance with Federal law, Prime Contract and University policy. The Sub-recipient will so notify the University and provide such information as may be needed and requested by the University to permit the University to petition the Government for title. The University retains all rights to any and all intellectual property or inventions unless otherwise stated in the Prime Contract.

ARTICLE 14 - INSURANCE

Sub-recipient will provide adequate, proper, and customary insurance on personnnelpersonnel employed and/or subcontracted by Sub-recipient for injury, property liability, or general liability. A certificate of insurance shall be presented to University within 30 days of the issuance of this contract and coincide with the period of this agreement.

ARTICLE 15 - INDEMNIFICATION

1. Sub-recipient agrees to indemnify, defend, and hold University harmless for all claims, actions, damages, liabilities, and expenses, including reasonable attorney fees and expenses, arising out of (a) the death or bodily injury of any Sub-recipient agency, Sub-recipient employee, Sub-recipient customer, Sub-recipient business invitee or visitor of Sub-recipient, or (b) the damage, loss, or destruction of any property belonging to Sub-recipient.

2. Sub-recipient will bhe held separately liable for errors and omissions during the performances of any accepted tasking pursuant to this Subagreement.

3. Sub-recipient will hold University harmless for any Sub-recipient non-compliance with laws, rules, and regulations suffered by Sub-recipient in pursuit and completion of the terms and conditions of the Subagreement.

4. The University shall not be responsible for, nor indemnify a Sub-recipient for, any federal, state or local taxes thatwhich may be imposed or levied upon the subject matter of this Subagreement.

ARTICLE 16 - INDEPENDENT CONTRACTOR

It is neither intended nor implied that personnel employed by the Sub-recipient are, or will ever become, employees, agents, or representatives of University.

ARTICLE 17 - ASSURANCES

The Sub-recipient in accepting this Subagreement assures and certifies that it will comply with the following:

1. Title VI of the Civil Rights Act of l964 (P.L. 88-352).

2. Age Discrimination Act of l975, as amended (42 US 6101).

3. Section 504 of the Rehabilitation Act of l973, as amended (29 U.S.C. 794 et.

seq.).

4 P.L. 96-192, the International Air Transportation Competition Act of l979 (49

U.S.C. 1517).

5. It will establish safeguards to prohibit employees from using their positions for purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties.

6. It will ensure that the facilities under its ownership, lease, or supervision, which shall be utilized in the accomplishments of the project are not listed on the Environmental Protection Agency's (EPA's) list of Violating Facilities and that it will notify the University of the receipt of any communication from the Director of the EPA's Office of Federal Activities indicating that a facility to be used in the project is under consideration for listing by the EPA.

ARTICLE 18 - ADDITIONAL TERMS & CONDITIONS

This Subagreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. It is the intent of the parties that this Subagreement shall not contain anything inconsistent with or contrary to the provisions that may be set forth in Prime Contract.

This Subagreement is not assignable except by written consent of both parties.

No agent or any party hereto, unless authorized in writing by his principal, has any authority to waive, alter or enlarge this Subagreement or to make any new or substituted or different contracts, representations, or warranties. The Subagreement may not be amended, extended, or terminated except by written consent of both parties.

ARTICLE 19 - LIMITATION OF COSTS

The Sub-recipient shall not be reimbursed for costs incurred in excess of the total amount obligated without an amendment to this Subagreement. The Sub-recipient shall not be obligated to continue performance beyond the point at which the Subagreement funds expire. The Sub-recipient shall notify the University at any time it anticipates that, within ninety (90) days, funding will be insufficient to accomplish the purposes of this Subagreement.

ARTICLE 20 - CERTIFICATIONS

The Sub-recipient certifies compliance with all other provisions specified in the Prime Contract.

ARTICLE 21 - SIGNATURES

FOR THE UNIVERSITY:

Vice President for Research Department Head

FOR THE SUBRECIPIENT:

The Authorized Sub-recipient's representative shall be responsible for the business management aspects of the Subagreement as the Sub-recipient's representative empowered to execute agreements and modifications thereto.

Signature

Printed Name and Title

Exhibit 1: Invoice

INVOICE

TODAY’S DATE: ____________________

TO:

Oklahoma State University Center for Health Sciences

1111 West 17th Street

Tulsa, OK 74107-1898

FROM: Tulsa Community College

Requisition # R88452 HRSA0 Academic Unit Expansion Sub-agreement

FEI #73-6017987

Contract Services for the Period: (List months/year of Service)

Direct Payment To: (Individual at your institution)

List distribution of funds in each area per attached budget format:

|Expenditure Description | |Amount |

|Salaries | | |

|Benefits | | |

|Total Salaries and Benefits | | |

| | | |

|Operations (List Below) | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

|Clinical Training (List Below) | | |

| | | |

| | | |

|Recruitment (List Below) | | |

| | | |

| | | |

|Professional/Community Support (List Below) | | |

| | | |

| | | |

|Total Amount Due This 90 Day Period | |$ |

Exhibit 2: Quarterly Report (Narrative)

A. Review of quarterly and year-to-date statistics in comparison to Work Plan:

1. Goals not met

2. Goals exceeded

B. New opportunities and directions not in Work Plan

C. Comments, observations, concerns

D. Stories, quotes, anecdotes, “brags”

Exhibit 3: Time and Effort

|Employee’s Name: |AHEC Region: |NE |NW |SE |SW |PO |OCCHEC |

Salary Budget Sources:

|% State/Fed AHEC + | |% Other: | |+ | |% Other: | |+ | |% Other: | |= 100% | |

Month and Year:

Hours Worked by Day of Month

Date

|1 |2 |3 |4 |5 |6 |7 |8 |9 |10 |11 |12 |13 |14 |15 |16 |17 |18 |19 |20 |21 |22 |23 |24 |25 |26 |27 |28 |29 |30 |31 |Total | |AHEC: State/Fed | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Other:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Other:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Other:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | HOURS WORKED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Comp Time

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Holiday Time | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Sick Time

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Vacation Time | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |TOTAL HOURS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

________________________________________________________________________________________________

Employee Signature Date Center Director Signature Date

Exhibit 43: Subcontractor's Release

TO BE ATTACHED TO THE FINAL INVOICE

SUBCONTRACTOR'S RELEASE

OSU NO. ________________

Pursuant to the terms of Subcontract No./ Title

and in the amount of

( ) which has been or will be paid under said subcontract to

(Subcontractor) or its assignees, if any, the Subcontractor, upon payment of said sum by Oklahoma State University - College of Osteopathic Medicine does remise, release and discharge the University, its officers, agents, and employees, of and from all liabilities obligations, claims and demands under said subcontract, except specified claims as follows:

IN WITNESS WHEREOF, This release has been executed this

day of , 20 ___

By

(Authorized Signature)

(Name and Title of Authorized Representative)

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