04-03: The California Endowment - Template Grant Agreement

University of California

Office of the President

Senior Vice President—

Business and Finance

Memo

Operating

Guidance

Research Administration Office

No. 04-03

June 7, 2004

The Research Administration Office has negotiated revised language with The California Endowment for grant transactions with the University of California. This memo transmits a copy of the recently negotiated template Grant Agreement for use in all grants from The California Endowment (TCE).

We made small, but important strides in the areas of:
Reporting - Allows for a ninety day window for submission of all reports. (see section VIII, A and C)
Publication - Clarifies that scholarly articles are not subject to prior review. (see section VIII.B)
Termination - Allows TCE to terminate the award for non-performance, but removes previous subjective language. (see section VIII.C.1)

Intellectual Property - Previous language required "research data and information not subject to copyright" to be placed in the public domain. This over-reaching language has been removed. Please note that the University is required to license copyrighted works generated under TCE grants for the "public benefit." Furthermore, TCE is granted a "non-exclusive, irrevocable, and royalty-free license to reproduce, publish, distribute, create derivative works, and otherwise use the works by or on behalf of The California Endowment for educational and/or research purposes." (see section VIII.I). Principal Investigators should be made aware of this obligation.

We are also trying to negotiate a template for the "Agreement for Charitable Activity Consulting Services of Independent Contractor," which is the format TCE uses for contracts. As soon as we have a negotiated contract, we will distribute that as well.

To: The Regents of the University of California,___________ Grant No.: _________

This Grant Award Agreement, upon execution on behalf of Grantee in the spaces provided for signature, will evidence Grantee's agreement with and commitment to The California Endowment ("The Endowment") as follows:
I. GRANTEE'S STATUS:

This grant is specifically conditioned upon Grantee's status as an eligible grantee of The Endowment in accordance with this paragraph. Grantee warrants and represents that it is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and is not a private foundation as defined in Section 509(a) of the Code. Grantee has provided The Endowment with a copy of IRS determination letter(s) evidencing its status as an eligible grantee and Grantee warrants and represents that such determination letter(s) are currently in full force and effect. Grantee will notify The Endowment immediately of any actual or proposed change in tax status, including any substantial or material change in sources of support for any taxable year affected by this grant, within the meaning of Section 1.170A 9 of the Treasury Regulations. Grantee warrants and represents that this grant shall not change Grantee's status under Section 509(a) of the Code.

The foregoing paragraph shall not apply (and Grantee shall be an eligible grantee) if Grantee is a tax exempt private operating foundation (as defined in Section 4940(d)(2) of the Code) or an organization described in Section 170(c)(1) or Section 511(a)(2)(B) of the Code. For these purposes, an organization is described in Section 170(c)(1) of the Code only if it is a State of the United States, a possession of the United States, or any political subdivision of any of the foregoing (for example, a city or county), the United States, or the District of Columbia. For these purposes, an organization is described in Section 511(a)(2)(B) of the Code only if it is a college or university which is an agency or instrumentality of any government or any political subdivision thereof, or which is owned or operated by any government or political subdivision thereof, or by any agency or instrumentality of one or more governments or political subdivisions. As used in Section 511(a)(2)(B) of the Code, the term "government" includes any foreign government (to the extent not contrary to any treaty obligation of the United States) and all domestic governments (the United States and any of its Territories or possessions, any State, and the District of Columbia).

II. PURPOSE OF AWARD:
This grant is made only for the purposes described in this Grant Award Agreement:
[list here]

The grant funds and any interest earned on the funds may not be used for any other purpose without prior written approval from The Endowment.

III. OBJECTIVES & EXPECTED OUTCOMES OF AWARD:
[PASTE Bulleted Objectvs & Outcms from WRITEUP HERE]

[1ST $Payment Amount] upon The Endowment's receipt of this executed Grant Award Agreement; [2nd $Payment Amount] on [2nd $Payment Date], and etc.

First payment is contingent upon receipt of this signed Grant Award Agreement. Subsequent payments are contingent upon compliance with this Grant Award Agreement, including timely receipt of progress reports, as outlined in Paragraph VIII.

VI. BUDGET:
Grant funds are to be applied in accordance with the following grant budget (please see budget attachment referred to as Exhibit A):

VII. TERM OF AWARD:
Grant funds are to be applied to expenses incurred for the period from ______________ to ___________________.

Grantee agrees that the award is subject to the following conditions:
A. Reports. In the case of a specific project grant, Grantee shall make a written report to The Endowment within 90 days of each period for which the grant or any portion thereof is received until the grant funds are expended in full or the grant is otherwise terminated. Such written report shall describe in detail the use of the granted funds, compliance with the terms of the grant, and the progress made by the Grantee toward achieving the purposes for which the grant was made. Such reports shall be furnished to The Endowment within ninety (90) days after the close of the annual accounting period of the Grantee for which such reports are made. Within ninety (90) days after termination or expiration of the grant, whichever comes first, the Grantee shall make a final written report with respect to all expenditures made from the grant funds (including salaries, travel and supplies), and including the progress made toward the goals of the grant.

The schedule of due dates for such written reports is as follows:
-1st interim report: [Click HERE to type DATE ];
-2nd interim report: [Click HERE to type DATE ];
-3rd interim report: [Click HERE to type DATE ];
-4th interim report: [Click HERE to type DATE ]; and
-[Add Additional Interim Reports If Applicable or REMOVE this bullet]
-Final Report: [Click HERE to type DATE ]

B. Identification of The Endowment. In the case of a specific project grant, Grantee shall ensure that The Endowment is clearly identified as a supporting organization in all published material relating to the subject matter of the award. In the case of a general support grant, Grantee shall list The Endowment as a general supporting organization in its annual report (if any). All proposed Grantee external communications regarding The Endowment shall be submitted first to The Endowment for its review and approval. Scholarly articles shall not be subject to The Endowment's review and approval.

C. Expenditure of Award Funds.
1. Any funds not expended in accordance with the terms of this grant must be returned to The Endowment. In the case of a specific project grant, such return must be made within ninety (90) days following the grant's termination date.

2. This award is not "earmarked" within the meaning of Treasury Regulations Section 53.4945-2(a)(5)(i), to be used (a) in any attempt to influence legislation within the meaning of Section 4945(e) of the Code or (b) to engage in any other activity, directly or indirectly, that would result in the imposition of an excise tax on The Endowment pursuant to Chapter 42 of Subtitle A of Title 26 of the United States Code if engaged in by The Endowment itself. There exists no agreement, oral or written, whereby The Endowment may cause the Grantee to carry on propaganda, or otherwise attempt to influence legislation, to engage in any activity to influence the outcome of any specific public election, or to carry on directly or indirectly, any voter registration drive, to engage in any activity other than charitable activities specified in Section 170(c)(2)(B) of the Code, to make grants to individuals or organizations that would violate Section 4945(d)(3) or (4) of the Code, or whereby The Endowment may select the recipient to which the Grantee shall devote the award.

3. Grantee may not use any of the funds from this award to (a) carry on propaganda, or otherwise attempt to, influence legislation (within the meaning of Section 4945(d)(1) of the Code), subject to the exceptions in Treasury Regulations Section 53.4945-2(a)(6), (b) influence the outcome of any specific public election, or to carry on, directly or indirectly, any voter registration drive within the meaning of Section 4945(d)(2) of the Code, (c) make any grant which does not comply with Section 4945(d)(3) or (4) of the Code, or (d) undertake any activity for any purpose other than one specified in Section 170(c)(2)(B) of the Code.

4. In the case of a specific project grant to an organization described in Section 509(a)(1), (2) or (3) of the Code, Grantee represents and warrants that the amount of the grant, together with other grants from The Endowment for the same project for the same year, does not exceed the amount budgeted, for the year of the grant, by the Grantee for activities of the project that are not attempts to influence legislation. If the grant is for more than one year, Grantee has provided to The Endowment a project budget covering all years of the project so that The Endowment may make the election specified in Treasury Regulations Section 53.4945-2(a)(6)(ii)(B). For purposes of the foregoing, Grantee represents and warrants that the budget for the project submitted to The Endowment is true, complete and correct and may be relied upon in accordance with Treasury Regulations Section 53.4945-2(a)(6)(iii).

5. In the case of a grant that is a program-related investment, the purpose of the investment is specified above. Grantee agrees to use the grant funds only for purposes of the specified investment and to repay any portion of the grant not used for such purposes, provided that, with respect to equity investments, such repayment shall be made only to the extent permitted by applicable law concerning distributions to holders of equity interests. At least once a year during the existence of the program-related investment, the Grantee shall submit to The Endowment full and complete financial reports of the type ordinarily required by commercial investors under similar circumstances and a written statement signed by an officer of the Grantee that the Grantee has complied with the terms of the investment. Grantee shall maintain books and records adequate to provide information ordinarily required by commercial investors under similar circumstances and to make such books and records available to The Endowment at reasonable times.

D. Return of Funds. The Grantee shall return to The Endowment any unexpended award funds under the following conditions:

1. If the Grantee has not performed in accordance with this Agreement and/or the Grantee's grant program or budget as approved by The Endowment; or

2. If grantee loses its status as an eligible grantee as described in Section I above.

E. Records, Audits, Site Visits. In the case of a specific project grant, funds provided by The Endowment shall be accounted for separately in the Grantee's books and records. A systematic accounting record shall be kept by the Grantee of the receipt and disbursement of such funds. The Grantee shall retain original substantiating documents related to specific project grant expenditures and make these records available for The Endowment's review upon request. Grantee shall be responsible for maintaining adequate financial records of this grant program. The Endowment, or a designated representative, reserves the right, upon written notice, to audit Grantee's books and records relating to the expenditure of any funds provided by The Endowment as a specific project grant. In the case of a general support grant, the Grantee may commingle the award with the general account or other accounts of the Grantee for uses consistent with its status as an organization exempt from income tax under the Code and will not be required to separately trace the use of such funds in its accounting system.

F. Budgets. In the case of a specific project grant, expenditures of grant funds must be only for line items specified in the approved grant budget. Advance written approval by The Endowment must be received by the Grantee for disbursements deviating from the line items of the approved budget. Any interest earned on grant funds must be applied to the grant project purposes and must be reported to The Endowment.

G. No Further Obligations by The Endowment. This grant is made with the understanding that The Endowment has no obligation to provide other or additional support or grants to the Grantee.

H. Public Reporting. The Grantee agrees to disseminate to interested publics, by using established channels of communication, pertinent information relating to the results, findings, or methods developed through this grant.

I. Intellectual Property. Ownership of works first produced in the performance of this Agreement shall be owned by the Grantee and made available for public benefit. Grantee further agrees to license copyrighted works first created in the performance of this Agreement for the public benefit and to provide to The California Endowment a non-exclusive, irrevocable, and royalty-free license to reproduce, publish, distribute, create derivative works, and otherwise use the works by or on behalf of The California Endowment for educational and/or research purposes.

J. Licensing and Credentials. The Grantee hereby agrees to maintain, in full force and effect, all required governmental or professional licenses and credentials for itself, its facilities, and for its employees and all other persons engaged in work in conjunction with this award.

K. Management and Organizational Changes. The Grantee agrees to provide immediate written notice to The Endowment if significant changes or events occur during the term of this award which could potentially impact the progress or outcome of the grant, including, without limitation, changes in the Grantee's management personnel or losses of funding.

L. The Endowment Letterhead and Logo. Use of The Endowment letterhead or logo is prohibited without prior written consent from the Communications Department of The Endowment.

M. Payment of Funds to Related Parties of The Endowment. No part of these grant funds shall be paid to any director, officer, or employee (or their family members) of The Endowment for any purpose.

N. Meaning of Certain Terms. The term "general support grant" has the same meaning as in Treasury Regulations Section 53.4945-2(a)(6)(i). The term "specific project grant" has the same meaning as in Treasury Regulations Section 53.4945-2(a)(6)(ii). The term "earmarked" with respect to a grant means that the grant is given pursuant to an agreement, oral or written, that the grant will be used for specific purposes. The term "program-related investment" has the same meaning as in Section 4944 of the Code and the Treasury Regulations thereunder.

The Endowment reserves the right to withhold or suspend payments of grant funds if the Grantee fails to comply strictly with any of the terms and conditions of this Grant Award Agreement. This Grant Award Agreement supercedes any and all prior written or oral agreements or understandings with respect to the subject matter hereof.
If this Grant Award Agreement correctly sets forth your understanding and acceptance of the arrangements made regarding this grant, please countersign and return to The Endowment.

Accepted on behalf of The Regents of the University of California, _______________ by:

Refer: Lourdes G. DeMattos				Subject Index: 02, 22
(510) 987-9850				Organization Index: P-030
lourdes.demattos@ucop.edu

				David F. Mears
				Director, Research Administration