Research Administration Office

University of California

C& G Memo No. 19-72

January 10, 1972

Timing of Execution of Contractor's Release and Assignment of Refunds, Rebates, and Credits

Attached for information are copies of a memorandum from August Manza to General Counsel dated December 8, 1971, and a response from Associate Counsel Owens dated December 16, 1971, which are self-explanatory. In these memoranda Mr. Manza advocates, and Counsel concurs, that at the conclusion of a contract or grant term, release and assignment documents be executed in order to receive final payment, even though final disposition of Government-owned property has not been made.

Unless there are complications expected in the property settlement which might jeopardize the rights of The Regents by early execution of the release documents, you are authorized to follow the procedure outlined in the attachments.

Refer: R. D. Wolfe 2-2885

Index: Close-Out Procedures


December 8, 1971

GENERAL COUNSEL THOMAS J. CUNNINGHAM:

Re: Contractor's Release Document and Assignment of Refunds, Rebates and Credits

Government agencies require that the cited release document be filed along with the final invoice for expired cost reimbursement contracts.

It has been my practice not to execute release documents until disposition of Government owned property was accomplished. Most typically. title to such property is transferred to the University or title is retained .in the Government with accountability transferred to some other parallel contract or grant.

I would like an opinion as to whether from a legal point of view the release can be signed prior to property disposition. i.e., can we "release" the Government from their obligation to settle property?

From a practical point of view, the following should be noted:

(1) Delays in filing the final invoice (with closing document) mean that any funds owed the University are also delayed in receipt.

(2) In cases where there is. a likelihood the Government will reclaim the property physically. it is normally not to our advantage to try to expedite such action. merely because of our desire to receive final payment.

(3) Some agencies will make final payment(where release forms and final invoice have been filed) even though property disposition is not settled.

(4) Withholding submission of the release forms and final voucher does bring pressure on agencies to settle property as agencies are anxious to fiscally closeout expired agreements. Delays in property disposition of up to twelve months. are not uncommon.

Contrary to past practice I now feel that we should execute the release documents irrespective of the property settlement as our interest in collecting any amounts due would seem overriding as opposed to our interest in updating our property inventory records.

Before embarking on this tact, I would appreciate your advice as to the legal parameters.

Attachment

August G. Manza


OFFICE OF THE GENERAL COUNSEL 590 UNIVERSITY HALL

December 16, 1971

MR. AUGUST G. MANZA

118 California Hall

Berkeley

Re: Contractor's Release Document and Assignment of Refunds, Rebates and Credits

This is to respond to your memorandum of December 8, 1971 regarding the above-captioned subject.

I do not see any detriment to the University in executing the release and assignment form before property issues are resolved. The only possible cost could be the transfer costs if we are directed to transfer the property elsewhere. But I assume this is usually done by the Government at its expense.

Mark Owens, Jr.

ASSOCIATE COUNSEL