04-07: Standard Agreements between the University of New Mexico and University of California for Subawards under Federal Prime Grants and for Research Awards with Institutional Funds

University of California

Office of the President

Senior Vice President—

Business and Finance

Memo

Operating

Guidance

Research Administration Office

No. 04-07

October 26, 2004

CONTRACT AND GRANT OFFICERS
EXTRAMURAL FUNDS MANAGERS
VICE CHANCELLORS FOR RESEARCH

Subject: Standard Agreements between the University of New Mexico and University of California for Subawards under Federal Prime Grants and for Research Awards with Institutional Funds

This Memo updates and replaces Contract and Grant Operating Guidance Memo No. 04-07, dated August 27, 2004.

The University of New Mexico (UNM) and the University of California (UC) mutually desire to establish a simplified means of enhancing research collaborations between the two institutions. The parties anticipate subawards of federal prime grant funds and occasional research awards with institutional funds. To facilitate such subawards and awards, the parties have established the standard agreements described in this Memo. The foregoing purposes have been memorialized in a Memorandum of Agreement signed on October 19, 2004 by President Dynes for UC and President Caldera for UNM, see Enclosure 1.

This Memo applies to subawards under federal prime grants and to awards of institutional (nonsponsored) funds between UNM and UC. This Memo does not apply to subcontracts under federal prime contracts, subawards under federal cooperative agreements, subcontracts under non-federal sponsored agreements, and transactions with the U.S. Department of Energy Laboratories managed by the University of California. If agreements are needed to cover any of these excluded cases, the matter should be referred to the designated institutional contact points below for assistance.

With respect to subawards of federal prime grant funds, the University of New Mexico agrees to use the Federal Demonstration Partnership (FDP) subaward forms for FDP institutions when making subawards to the University of California. The University of California (all ten campuses) is an FDP institution. The University of California agrees to use the FDP subaward forms for non-FDP institutions when making subawards under Federal prime grants to the University of New Mexico. The University of New Mexico is not currently an FDP institution. The FDP subaward terms and forms will be used in lieu of negotiating unique terms for each transaction. For federal grants from non-FDP federal agencies, Attachment 2 to the FDP Subaward Agreement ( see website below) will have to be modified accordingly to cite the appropriate agency-specific terms and conditions of the non-FDP federal funding agency.

With respect to awards of institutional funds, the parties have mutually agreed to use the Research Agreement in Enclosure 2. Institutional funds means funds available to the institution which do not derive from a sponsored agreement that requires tailored flow down requirements.

1. See Federal Demonstration Partnership Subawards Initiative description and background. http://www.thefdp.org/Subawards.html.

2. See Federal Demonstration Partnership Subaward Agreement Forms.
http://www.rtto.psu.edu/spa/subawards/subdemo.htm

3. Intellectual property rights in subawards will be in accordance with the terms in OMB Circular No. A-110 __.36, as implemented in federal agency grant regulations, i.e., title to an invention vests in the prime grantee or subawardee, according to the entity in which the invention was created, with required rights allocated to the federal government.

The following is a special provision for the UNM Research Agreement and FDP subawards:

In addition to intellectual property rights granted under the FDP terms and the Research Agreement, each party hereby agrees that any exclusive license it grants with respect to inventions created pursuant to any Subaward or Research Agreement issued pursuant to this MOA ("Inventions") will expressly reserve the right for the licensing party to allow other educational and non-profit institutions to use the invention for educational and research purposes. The Parties further agree that, consistent with the foregoing, each shall have the right to use the other party's Inventions for educational and research purposes.

The Research Agreement in Enclosure 2 shall be used when the parties award institutional funds to the other to perform research. The Research Agreement is intended to be used without further negotiation of terms, except for specific variables for the transaction, e.g. period of performance, amount, incorporate the proposal, and the like.

The institutional contact for UNM is responsible for implementing this agreement at the UNM.

Ann Powell
Special Assistant to Vice Provost for Research
MSC05 3370
1 University of New Mexico
Albuquerque, NM 87131-0001
Phone (505) 277-8806
Fax: (505) 277-4597
E-mail: apowell@unm.edu

David Mears, Director
Office of the President
Research Administration Office
Web: www.ucop.edu/raohome/

Enclosure 1: UNM - UC Memorandum Agreement
Enclosure 2: Research Agreement for Use with Institutional Funds

Cc: Provost and Senior Vice President Greenwood
Senior Vice President Joseph Mullinix
Senior Vice President Darling
Director Laboratory Collaborations Coll
Executive Director Research Administration and Technology Transfer Tucker

Enclosure 1

WHEREAS, the Regents of the University of New Mexico ("UNM"), a New Mexico state institution of higher education, and the Regents of the University of California ("UC"), a Public Corporation and State of California institution of higher education_________________________________, are both flagship research-extensive universities with significant federal funding; and

WHEREAS, UNM and UC faculty, staff, and students are conducting research in many overlapping interrelated disciplines; and

WHEREAS, collaborative research between UNM and UC faculty, staff, and students occurs regularly, to the benefit of both institutions, and

WHEREAS, UNM and UC desire to facilitate thesharing transfer of federal research funding as well as the occasional sharing transfer of institutional funds between the two institutions in order to promote such collaborative research;

1. Term. The term of this agreement shall be from September 1, 2004 until September 1, 2009.

2. Scope. The parties anticipate transfer of federal funds under federal prime grants, and occasional transfers of Institutional funds. Transfers under Federal prime contracts Subcontracts under federal prime contracts, subawards under federal cooperative agreements, subcontracts under non-federal sponsored agreements, and transactions with the U.S. Department of Energy Laboratories managed by the University of California are outside the scope of this MOA. If agreements are needed to cover any of these excluded cases, the matter may be referred to the designated institutional contracting contacts below for assistance.
2.are not covered by this Memo.

3.3. Form Agreements for Subawards Under Federal Grants. With respect to transfers of federal funds under federal prime grants, the University of New Mexico agrees to use the Federal Demonstration Partnership (FDP) subaward forms for FDP institutions when making subawards to the University of California. The University of California (all ten campuses) is an FDP institution.

The University of California agrees to use the FDP subaward forms for non-FDP institutions when making subawards under federal prime grants to the University of New Mexico. The University of New Mexico is not currently an FDP institution. The FDP subawards terms and forms will be used in lieu of negotiating unique terms for each such transaction.

4.4. Form Agreements for Transfers of Institutional Funds. With respect to transfers of institutional funds, the parties have mutually agreed to use the enclosed Research Agreement attached as Exhibit A. Institutional funds means funds available to the institution which do not derive from a sponsored agreement. Amendments to Exhibit A shall constitute an amendment to this MOA, and may be made by mutual written agreement of the designated institutional contracting contact of each party.

5. Intellectual Property. In addition to intellectual property rights granted under the FDP terms and the Research Agreement referenced above, each party hereby agrees that any exclusive license it grants with respect to inventions created pursuant to any Subaward or Research Agreement issued pursuant to this MOA ("Inventions") will expressly reserve the right for the licensing party to allow other educational and non-profit institutions to use the invention for educational and research purposes. The Parties further agree that, consistent with the foregoing, each shall have the right to use the other party's Inventions for educational and research purposes.
5.
6.6. Termination. Either party may terminate this Agreement without cause upon six months' written notice. Termination shall not affect the term or validity of any Research Agreement or Subaward executed between the Parties pursuant to this MOA, except to the extent provided therein.

7.7. Relationship of Parties. Nothing in this MOA will be deemed or construed by the parties, or by any third party, as creating the relationship of principal and agent, partnership, joint venture, or any other relationship.

8. Commitment. Nothing in this MOA will be construed as a commitment of funds or obligation to issue subawards or research agreements pursuant hereto. Any such commitments or obligations may be created, if at all, only by the execution of such subawards or research agreements.

Ann Powell David Mears, Director
Special Assistant to Vice Provost for Research Office of the President
MSC05 3370 Research Administration Office
1 University of New Mexico 1111 Franklin Street, Room 7401
Albuquerque, NM 87131-0001 Oakland, CA 94607-5200
Phone (505) 277-8806 E-mail: David.Mears@ucop.edu
Fax: (505) 277-4597 Web: www.ucop.edu/raohome/
E-mail: apowell@unm.edu Phone (510) 987-9840

WHEREFORE, THE PARTIES AGREE TO THE TERMS OF THIS MEMORANDUM OF AGREEMENT

/s/ 10/19/2004 /s/ 10/19/2004
_________________________ Date _______ ____________________ Date _______
Robert C. Dynes Louis Caldera
President President
University of California University of New Mexico

Enclosure 2

RESEARCH AGREEMENT NO. _____________
between
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, OFFICE OF THE PRESIDENT
and
THE REGENTS OF THE UNIVERSITY OF NEW MEXICO

THIS RESEARCH AGREEMENT is made and entered into by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, _________________("UC") and THE REGENTS OF THE UNIVERSITY OF NEW MEXICO ("UNM").

WHEREAS, UC and UNM have in common the desire to encourage and facilitate the
discovery, dissemination and application of new knowledge, and

WHEREAS, [UC or UNM] is equipped and well qualified to perform in the subject matter of
this agreement as described elsewhere herein, and

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

[UC or UNM] shall perform the activities described in its proposal entitled "_____________"
which is attached hereto and incorporated herein as Exhibit A, Scope of Work.

The period of performance of this agreement shall be from _____________ through
_____________ unless sooner terminated or extended as elsewhere provided herein.

A. The amount of funding provided by [UC or UNM] under this Agreement is $_____________. Advance payment of this amount shall be provided by [UC or UNM] to [UC or UNM] within thirty (30) days after execution of this Agreement. Payment should be mailed to: Accounting Services, [UC or UNM]. Check stub must reference this Agreement Number.

B. If, at any time, [UC or UNM] has reason to believe that the cost of the work will exceed the amount set forth in Paragraph A above, [UC or UNM] shall notify [UC or UNM] in writing, giving a revised budget for completion of the work. [UC or UNM] shall not be obligated to reimburse [UC or UNM] for any cost in excess of the amount set forth in Paragraph A and [UC or UNM] shall not be obligated to continue the work or incur costs in excess of that amount unless and until this Agreement is amended to increase the maximum amount.

C. Within ninety (90) days of expiration or termination of this Agreement, [UC or UNM] shall provide a final report of expenditures to [UC or UNM] and return any unexpended and uncommitted funds. [UC or UNM] shall have the right, for a period of three years after expiration or termination of the project, to audit [UC or UNM]'s expenditure records to verify the validity of the charges to this Agreement.

A. [UC or UNM]'s relationship to [UC or UNM] in the performance of the Work of this Agreement is that of an independent contractor. The work shall be under the supervision of [UC or UNM]'s Principal Investigator, _____________ . No substitution may be made for [UC or UNM]'s Principal Investigator without the prior written concurrence of [UC or UNM].

B. [UC or UNM] agrees to permit [UC or UNM]'s representatives to confer, from time to time, with [UC or UNM]'s Principal Investigator and to witness performance of the work hereunder. It is understood and agreed that [UC or UNM]'s representatives have no authority to supervise, direct or control the Work performed hereunder.

It is contemplated that the work of this Agreement can be carried out without disclosing any of [UC or UNM]'s confidential information to [UC or UNM]. However, should it become necessary to disclose confidential information, [UC or UNM] shall notify [UC or UNM] in writing and in advance of such disclosure and the parties will negotiate in good faith with respect to protecting such confidential information.

[UC or UNM] shall have the right to copyright, publish, disclose, disseminate and use, in whole and in part, any data and information received or developed under this Agreement. [UC or UNM] shall have the right to disclose, publish and use the technical report, data and information delivered hereunder to [UC or UNM] by [UC or UNM]. The Parties agree that neither will use the name of the other party or its employees in any advertisement, press release or publicity with reference to this Agreement or any product or service resulting from this Agreement, without prior written approval of the other party.

All rights to inventions or discoveries made by [UC or UNM] which arise from activities
conducted under this Agreement shall belong to [UC or UNM] and shall be disposed of in
accordance with [UC or UNM]'s policy.

Each party hereby agrees that any exclusive license it grants with respect to inventions created pursuant to any Subaward or this Research Agreement will expressly reserve the right for the licensing party to allow other educational and non-profit institutions to use the invention for educational and research purposes. The parties further agree that, consistent with the foregoing, each shall have the right to use the other party's inventions for educational and research purposes.

In the event that [UC or UNM] purchases equipment hereunder, title to such equipment shall
vest in the purchaser upon acquisition.

Whenever any notice is to be given hereunder, it shall be in writing and sent to the following
addresses:

The Regents of the University of California
Office of the President
Research Administration Office
1111 Franklin Street, Room 7401
Oakland, California 94607-5200

Attn. David Mears, Director Phone (510) 987-9840 (or)
Lourdes DeMattos, Contract and Grant Officer Phone: (510) 987-9840
Fax: (510) 835-3705
Email: David.Mears@ucop.edu
Lourdes.DeMattos@ucop.edu

Ann Powell
Special Asst. to VP for Research Phone: (505) 277-8806
MSC05 3370 Fax: (505) 277-4597
1 University of New Mexico Email: apowell@unm.edu
Albuquerque, NM 87131-0001 Web: http://research.unm.edu

ARTICLE XI . TERMINATION

Either party may terminate this Agreement upon thirty (30) days advance written notice to the other party. In the event of such termination, [UC or UNM] shall refund all unexpended and unobligated funds to [UC or UNM] after withholding amounts necessary to pay all costs and uncancellable obligations to date of termination.

{UC or UNM} will provide reports of technical progress quarterly, with a final report
summarizing results achieved within 90 days after the ending date of the Agreement.

This Agreement states the entire contract between the parties in respect to the subject matter of
the Agreement and supersedes any previous written or oral representations, statements,
negotiations, or agreements. This Agreement may be modified only by written amendment
executed by the authorized representatives of both parties identified in Article X above .

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by
their duly authorized representatives.

THE REGENTS OF THE UNIVERSITY THE REGENTS OF THE UNIVERSITY
OF NEW MEXICO (UNM) OF CALIFORNIA, (UC)

Name: Name:
_____________________________ _____________________________

Title: Title:
_____________________________ _____________________________

Date: _____________________________ Date: _____________________________

Refer: David Mears			Subject: 22
Phone: (510) 987-9840			Organization: P-140
Email: David.Mears@ucop.edu

			/ s /

			David Mears
			Director
			Research Administration Office