Arizona Board of Regents

Rev. 07/31/02

SUBAGREEMENT NO. 05-531

between

ARIZONA BOARD OF REGENTS

for and on behalf of

ARIZONA STATE UNIVERSITY

And

Texas A&M University

Issued Under

Agency: National Geographic Society Education Foundation

Grant/Contract No 2004-0036

Year (If Multi-Year) 1 of 1

THIS SUBAGREEMENT is made and entered into by and between the Arizona Board of Regents for and on behalf of Arizona State University organized and existing under the laws of the State of Arizona (hereinafter called "ASU") and Texas A&M University located in College Station, Texas hereinafter called "Texas A&M").

WHEREAS, ASU is recipient of the referenced award (hereinafter called PRIME AGREEMENT) for support of a project titled "Efficacy of GeoLiteracy: Assessing Student Achievement in Elementary and Middle School Reading and Geography Instruction"; and

WHEREAS, Texas A&M has proposed to assist ASU in the accomplishment of said work;

NOW, THEREFORE, the parties agree as follows:

I. SCHEDULE

l. SCOPE OF WORK. Texas A&M agrees to perform the work set forth in the Statement of Work appended hereto and incorporated as Attachment A. The Statement of Work shall not be changed except by duly executed amendment to this SUBAGREEMENT.

2. PERIOD OF PERFORMANCE. The period of performance under this SUBAGREEMENT shall commence on 09/01/2004 and shall terminate on 12/31/2005 unless extended by mutual written agreement between the parties, or unless terminated under II. General Provisions, Article 1, Termination.

3. KEY PERSONNEL. Texas A&M's Principal Investigator is Sarah Bednarz, Ph.D. and as key personnel for work under this SUBAGREEMENT shall not be removed or replaced without prior written consent of ASU. ASU's Principal Investigator is Ronald I. Dorn, Ph.D. and is authorized to exercise the technical direction of this project only within the general scope of work. All matters affecting the terms of this SUBAGREEMENT or the administration thereof shall be referred to Teresa D. Robinette who is hereby named CONTRACT ADMINISTRATOR.

4. COMPENSATION. The total SUBAGREEMENT amount is $44,168.00. Payments made to Texas A&M will be on a cost reimbursable basis in accordance with Attachment B (hereinafter “BUDGET”) which is attached hereto and made a part of this SUBAGREEMENT.

ASU shall not be obligated to reimburse nor shall Texas A&M be obligated to incur any expenditure in excess of this limitation nor any expenditure incurred prior to the period of performance of this SUBAGREEMENT. ASU anticipates this will be a continuing SUBAGREEMENT contingent on the availability of funds and the scientific progress of the project.

5. INVOICING. Texas A&M shall submit monthly invoices to ASU in accordance with the BUDGET. Texas A&M's invoice shall state the period for which reimbursement is being requested and will itemize current and cumulative costs by budget category. Copies of supporting documentation will include relevant information about each expenditure item, including date of the transaction, vendor/payee, item or service purchased and amount. A copy of the expenditure ledger or detailed trial balance or other summary accounting report produced by Texas A&M's financial system will suffice to meet this requirement.

Said invoices shall be certified by an officer or other responsible official of Texas A&M and shall reference SUBAGREEMENT No. 05-531. Invoices shall be mailed to the ASU contact identified in General Provisions Article 13 .

ASU shall reimburse Texas A&M for allowable, actual direct costs and indirect costs incurred in the performance of this SUBAGREEMENT according to the BUDGET. Any costs charged to this SUBAGREEMENT must be consistent with FAR Part 52.216.7, Allowable Cost and Payment and the terms of this SUBAGREEMENT. Reimbursement for facilities and administrative costs will be at Texas A&M's federally approved facilities and administrative cost rate but in no event will be greater than the rate shown in the BUDGET.

At any time or times prior to final payment, ASU may make such audit of the invoices as shall be deemed proper. Each provisional payment shall be subject to reduction for amounts found not to constitute allowable costs, and shall also be subject to reduction for overpayments or to increase for underpayments.

The final invoice shall be submitted no later than sixty (60) days after the termination of the SUBAGREEMENT. In no event shall the final billing exceed the SUBAGREEMENT amount. Final payment will be withheld until ASU has received the most recent audit.

6. DELIVERABLES.

(a) Texas A&M shall submit technical progress reports and/or other deliverables as identified in Attachment A, Statement of Work, and Attachment C, Flowdown Clauses from Prime Agreement, to:

Dr. Ronald I. Dorn, ASU's Principal Investigator

Department of Geography

Arizona State University

Box 870104

Tempe, Arizona 85287-0104

(b) Texas A&M shall submit an annual technical report to ASU's PRINCIPAL INVESTIGATOR on or before 12/31/2005. It is understood by the parties that frequent communication between ASU's PRINCIPAL INVESTIGATOR and Texas A&M's PRINCIPAL INVESTIGATOR is imperative in order to fulfill the Statement of Work.

(d) Annual audit as required and defined in Article 8 below.

II. GENERAL PROVISIONS

1. TERMINATION.

(a) In the event of default by Texas A&M of the obligations under this SUBAGREEMENT, ASU shall give written notice describing nonperformance. Texas A&M shall respond in writing within thirty (30) days of receipt of written notice, describing the action taken or the plan designated to correct the deficiency. If Texas A&M fails to respond or correct the nonperformance, ASU may terminate this agreement. Texas A&M shall not be liable for nonperformance arising out of causes beyond its control and without its fault or negligence, including, but not limited to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes and unusually severe weather. Expenditures incurred subsequent to the termination date are unallowable.

(b) Either party shall have the right to terminate this Agreement by mailing written notice of termination to the address in paragraph 13, at least thirty (30) days prior to the effective date of said termination. ASU shall remain responsible for payment to Texas A&M for work performed through the date of termination.

2. CHANGES. Any changes or amendments to this SUBAGREEMENT, including but not limited to, changes in the scope of work, period of performance, cost and report requirements must have prior written approval of the parties hereto coordinated through the CONTRACT ADMINISTRATOR and executed by authorized officials of both parties.

3. CANCELLATION FOR CONFLICT OF INTEREST. This Agreement is subject to the provisions of A.R.S. 38-511. The State of Arizona may cancel this Agreement if any person significantly involved in negotiating, drafting, securing or obtaining this Agreement for or on behalf of the Arizona Board of Regents becomes an employee in any capacity of any other party or a consultant to any other party with reference to the subject matter of this Agreement while the Agreement or any extension thereof is in effect.

4. INSURANCE. Texas A&M agrees to maintain worker's compensation and general liability insurance in the amount of at least one million dollars ($1,000,000.00) per person per instance that covers all acts by Texas A&M under this SUBAGREEMENT.

5. INDEPENDENT CONTRACTOR. Texas A&M herein is an Independent Contractor, not a partner or joint venturer, and shall not act as an agent for ASU; nor shall Texas A&M be deemed to be an employee of ASU for any purposes whatsoever. Texas A&M shall not have any authority, either express or implied, to enter any agreement, incur any obligations on ASU's behalf, or commit ASU in any manner whatsoever without ASU's prior written consent.

6. PUBLICATIONS. Texas A&M shall be allowed to publish any material disclosing or concerning the objectives, content, methods or results of the study provided for hereunder, in accordance with the Prime Agreement terms and conditions.

7. CONTRACTOR'S RECORDS. To the extent required by Section 35-214, Arizona Revised Statutes, Subrecipient agrees to retain all records relating to this Agreement. Subrecipient agrees to make those records available at all reasonable times for inspection and audit by ASU or the Auditor General of the State of Arizona during the term of this Agreement and for a period of five (5) years after the completion of this Agreement. The records shall be provided at Arizona State University, Tempe, Arizona, or another location designated by ASU upon reasonable notice to Subrecipient.

8. AUDIT REQUIREMENTS. Audit requirements have been imposed by the Federal Government under OMB Circular A-133 on all recipients and subrecipients expending $300,000 or more of federal funds during any fiscal year. If Texas A&M hereunder is subject to the audit requirements contained in OMB A-133, then prior to receiving a fully executed copy of this Agreement, Texas A&M shall forward a copy of the Reporting Package as described in Sections .320 ( c ) and ( e )(1) or .320 (e)(2) to:

Contracts Officer, Office for Research and Sponsored Projects Administration

Arizona State University

Box 873503

Tempe, AZ 85287-3503

In addition, OMB A-133 requires annual submission of a Reporting Package or written notification as detailed in Section .320 (e)(2) within nine (9) months after the completion of each audit period during the term of this Agreement.

Notice is hereby given that this audit requirement is a required deliverable under the terms hereof and that non-receipt within the specified time period constitutes a breach of this Agreement and Texas A&M may be subject to any or all of the sanctions called for in OMB Circular A-133, Section .225.

9. ARBITRATION. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

10. HOLD HARMLESS. Neither party to this SUBAGREEMENT agrees to indemnify the other party or hold harmless the other party from liability hereunder. However, if the common law or a statute provides for either a right to indemnity and/or a right to contribution to any party to this SUBAGREEMENT, then the right to pursue one or both of these remedies is preserved.

11. NONDISCRIMINATION. The parties agree to comply with all applicable state and federal laws, rules, regulations and executive orders governing equal employment opportunity, immigration, nondiscrimination and affirmative action.

12. WAIVER. Failure of ASU to insist upon strict performance of any of the provisions of this SUBAGREEMENT or to exercise any rights or remedies provided by this SUBAGREEMENT, or ASU's delay in the exercise of any of its rights or remedies shall not release Texas A&M from any of its responsibilities or obligations imposed by law or by this SUBAGREEMENT and shall not be deemed a waiver of any right of ASU to insist upon strict performance of this SUBAGREEMENT.

13. NOTICES. All notices under this SUBAGREEMENT given by either party to the other shall be in writing and shall be sent to the following individuals:

For ASU: Office for Research & Attn: Teresa D. Robinette