Document km7ojQdBJGKOLbzXkvO3qBqzB

To: Feldman@api.org <Feldman@api.org>; whiter@api.org <whiter@api.org> From: Sherilyn.Gross@UCHSC.edu <Sherilyn.Gross@UCHSC.edu> Cc: BenzConsort-OC@listserve.api.org <BenzConsort-OC@listserve.api.org>; Myron.c.harrison@exxonmobil.com <Myron.c.harrison@exxonmobil.com>; Richard.lrons@UCHSC.edu <Richard.lrons@UCHSC.edu> Bcc: Received Date: 2007-05-30 17:33:50 GMT Subject: SHS UCHSC contract Howard, I have received the UCHSC proposed amendment both by email (May 24, 2007) and in hard copy (May 29, 2007) and I have some concerns regarding the payment schedule and the end date for the contract. As the API and company sponsors are aware, the present UCHSC contract ends June 30, 2007. The UCHSC bears significant expense for essential subcontractors, such as ExxonMobil Biomedical Sciences and the University of Cincinnati. The proposed agreement, Amendment NO.5 to the UCHSC contract regarding the Shanghai Health Study, does not provide for timely payment of these expenses. The first installment ($673,000) is not payable by the API until October, 2007 under this proposed addendum and the second installment ($673,000) is not payable until February 2008. I have discussed this matter with the University Grants & Contracts office. The UCHSC is reluctant to cover these expenses in the absence of funding by the API and study sponsors. I therefore, request that you modify the language of the agreement to reflect that the first payment under Amendment no. 5 be made in July 2007 and increased ($800,000) to off set our expenses for the remainder of 2007. Given that prior payments from API have been received in the later part of the month, I would also request that the second installment ($546,000) be made in January 2008. Also, as you have requested consistency in the UCHSC and Cinpathogen contracts on several prior occasions and, quite significantly, the continuing collaborative roles of the two entities as well as UCHSC subcontractors, it is necessary for the end dates for the two contracts (UCHSC and Cinpathogen) to be equivalent -- December 31,2008. Sincerely, Sherilyn A. Gross, Ph.D. Assistant Research Professor SHELL-MCCLURG-062116 To: Sherilyn.Gross@UCHSC.edu <Sherilyn.Gross@UCHSC.edu> From: Howard Feldman <Feldman@api.org> Cc: BenzConsort-OC@listserve.api.org <BenzConsort-OC@listserve.api.org>; Brenda Hargett <Hargettb@api.org>; Bob Greco <Greco@api.org> Bcc: Received Date: 2007-06-0421:10:04 GMT Subject: RE: SHS UCHSC contract Dr. Gross, Per the discussion below, attached is the revised amendment for the UCHSC grant. The hardcopy with API signatures that needs to be signed and returned by UCHSC is in the overnight express mail. Howard From: Sherilyn.Gross@UCHSC.edu [mailto:Sherilyn.Gross@UCHSC.edu] Sent: Thursday, May 31 , 2007 12:55 PM To: Howard Feldman Subject: RE: SHS UCHSC contract Howard, Thank you for your flexibility with the UCHSC contract. I look forward to receiving the revised amendment. Sherilyn From: Howard Feldman [mailto:Feldman@api.org] Sent: Thursday, May 31 , 2007 6: 15 AM To: Gross, Sherilyn Cc: BenzConsort-OC @listserve. api. org; Myron. c. harrison@exxonmobil.com; Irons, Richard Subject: RE: SHS UCHSC contract Dr. Gross, Wrt the payment schedule, per your request we will advance the timing of the next two payments, to within about SHELL-MCCLURG-062117 10 days of what you have suggested. API proposes to UCHSC that we will make each the next two payments 20 days after receipt of the semi-annual reports from UCHSC. According to the grant, those are due no later than Jul 21 and Jan 21. That would allow API time to check on the cash balance on hand per the grant and adjust the payments accordingly (if appropriate). Wrt the dollar amount of each payment, we do not have an issue with switching to the UCHSC proposal. Wrt to the timing, your proposal of Dec 31 would work for us. Not hearing to the contrary, we will revise the grant amendment and send it to you for signature by the UCHSC. Howard From: Sherilyn.Gross@UCHSC.edu [mailto:Sherilyn.Gross@UCHSC.edu] Sent: Wednesday, May 30,20071 :32 PM To: Howard Feldman; Russell White Cc: BenzConsort-OC@listserve.api.org; Myron.c.harrison@exxonmobil.com; Richard.lrons@UCHSC.edu Subject: SHS UCHSC contract Howard, I have received the UCHSC proposed amendment both by email (May 24, 2007) and in hard copy (May 29, 2007) and I have some concerns regarding the payment schedule and the end date for the contract. As the API and company sponsors are aware, the present UCHSC contract ends June 30, 2007. The UCHSC bears significant expense for essential subcontractors, such as ExxonMobil Biomedical Sciences and the University of Cincinnati. The proposed agreement, Amendment NO.5 to the UCHSC contract regarding the Shanghai Health Study, does not provide for timely payment of these expenses. The first installment ($673,000) is not payable by the API until October, 2007 under this proposed addendum and the second installment ($673,000) is not payable until February 2008. I have discussed this matter with the University Grants & Contracts office. The UCHSC is reluctant to cover these expenses in the absence of funding by the API and study sponsors. I therefore, request that you modify the language of the agreement to reflect that the first payment under Amendment no. 5 be made in July 2007 and increased ($800,000) to off set our expenses for the remainder of 2007. Given that prior payments from API have been received in the later part of the month, I would also request that the second installment ($546,000) be made in January 2008. SHELL-MCCLURG-062118 Also, as you have requested consistency in the UCHSC and Cinpathogen contracts on several prior occasions and, quite significantly, the continuing collaborative roles of the two entities as well as UCHSC subcontractors, it is necessary for the end dates for the two contracts (UCHSC and Cinpathogen) to be equivalent -- December 31,2008. Sincerely, Sherilyn A. Gross, Ph.D. Assistant Research Professor Attachments: Univof Colorado 01-4788 am#5 6-04-07.doc SHELL-MCCLURG-062119 RedCavaney President and Chief Executive Officer 1220 L Street. NW Washington. DC 20005-4070 USA Telephone 202-682-8100 Fax 202-6B2-8 J 10 Email rcavaney@apiorg www.aptorg Sherilyn A. Gross, PhD. Health Sciences Center University of Colorado Campus Box C238 4200 East Ninth Avenue Denver, CO 80262 API Reference No. 01-0000-4788 Amendment NO.5 Dear Dr. Gross: The October 2, 2001 grant agreement between the American Petroleum Institute ("API"), as the representative for the Benzene Health Research Consortium, and the University of Colorado Health Sciences Center (UCHSC), for a multi-year research study of Iymphohematopoietic health risks from occupational exposure to benzene in the Peoples Republic of China, is further amended as follows: 1. The opening paragraph of the above grant agreement is modified as follows: a. The grant amount is increased $1,346,000, from $18,332,769 to $19,678,769. b. The 5-year research study is now a 7-year research study. c. The list of modified study deliverables is included in UCHSC's April 20, 2007 Supplement to the China Leukemia Lymphoma Project (Appendix A), attached and made a part of this grant agreement. 2. Paragraph 1 of the grant agreement is modified as follows: a. The following is the revised schedule for disbursement of grant monies to UCHSC subject to the conditions below: Payment Timing Year 1 Year2 Year3 April2005 October 2005 April2006 October 2006 February 2007 Total 2/07 August 2007 February 2008 Revised total through program completion Payment Amount $4,099,505 $3,416,254 $2,622,091 $874,030 $2,750,000 $2,500,000 $1,500,000 $570,889 $18,332,769 $800,000 $546,000 $19,678,769 An equal opportunity employer SHELL-MCCLURG-062120 University of Colorado Reference No. 01-0000-4788, amendment #5 Page 2 b. Paragraph 1(ii), as amended, is replaced with the following: UCHSC will collaborate with Dr. Richard Irons, Cinpathogen, Inc. and Cinpathogen's subcontractor, Fudan University, for completion of the study. UCHSC will amend, as appropriate, cooperative agreements with ExxonMobil Biomedical Sciences Inc. and Cincinnati Children's Hospital Medical Center to assist in completion of the research study. UCHSC will share any data collected during the study with Cinpathogen to ensure completion of the study. UCHSC or its designee will transfer the final data files to Applied Health Sciences (AHS) by June 30, 2008. c. Paragraph 1(vi) is replaced with the following: Dr. Sherilyn A. Gross will be UCHSC's Principal Investigator for the work performed under this amendment. Dr. Gross will have budget authority to reallocate funds between and among different budget categories and may authorize the transfer, disbursement or increase of funds to the cooperative entities identified in this agreement, provided the grant monies disbursed to UCHSC are used and expended consistent with the research program protocols and operating budget as modified by API. This authority includes the amendment of agreements with the cooperative entities. d. Paragraph 1(vii), as amended, is replaced with the following: Dr. Gross will submit biannual progress reports as provided by the research proposal, and will submit biannual financial reports of expenditures made by UCHSC. Biannual reports are due the 21 8t of January and July of each calendar year. Continuance of funding is contingent upon API approval of these biannual reports. API will make the next scheduled payment within 20 days of receipt of the biannual report. If the biannual financial reports reveal more than $350,000 of the total disbursement amount to date for this amendment remains uncommitted, API reserves the right to defer disbursement of the next scheduled payment until receiving a revised financial report from Dr. Gross indicating that the balance is below $350,000. Pursuant to API policy, UCHSC shall credit interest earned on any uncommitted funds. UCHSC may pay such interest income directly to API or as a credit against API's next scheduled payment. 3. Paragraph 2 is modified as follows. The Grant shall terminate on December 31 , 2008. 4. Paragraph 5 is modified as follows: The designated API representative for work conducted hereunder is Russell White (202682-8344; e-mail: whiter@api.org). UCHSC shall send all correspondence and reports relating to this agreement to his attention at the above address. 5. Paragraph 6 is added as follows: UCHSC will cooperate with the independent Quality Assurance/Quality Control (QA/QC) Team to fulfill elements of the Charter: Data and Process Quality Assurance Team dated SHELL-MCCLURG-062121 University of Colorado Reference No. 01-0000-4788, amendment #5 Page 3 April 27, 2007 or any replacement document (Appendix B), attached and made a part of this agreement. In all other respects, the terms and conditions of the October 2, 2001 grant agreement, as further amended, shall remain in full force and effect. If the foregoing is acceptable, please sign below and return one copy of this letter to API. UNIVERSITY OF COLORADO AMERICAN PETROLEUM INSTITUTE Date: ______________________ Red Cavaney President Brenda S. Hargett Vice President & Chief Financial Officer Date: _________________________ SHELL-MCCLURG-062122