May 2, 1994
Subject: Agreements with the State Air Resources Board
Attached is a copy of the recently negotiated Additional University Agreement Provisions (Exhibit A) and the Copyrightable Materials Exhibit which should be used in Interagency Agreements from the State Air Resources Board (ARB). Some sections of Exhibit A are completed in accordance with your individual campus' practices and/or Principal Investigator's proposal. Special attention should be paid to the following sections:
2.2 These agreements start upon final execution by the State. The end date is stated in the number of months from the State approval. The number of months stated here must include the three months required for the Principal Investigator (PI) to complete the Research Contract Final Report in accordance with Section 6. Reports and Data Compilations in Exhibit A, in addition to the number of months the PI requires to complete the work proposed. As described in Section 6, the Final Report for the ARB is completed within the term of the Agreement.
3.3 Invoicing can be done either monthly or quarterly. However, invoice payments are tied to the receipt of a progress report. So, if invoices are submitted on a monthly basis, the PI must submit progress reports on a monthly basis for those invoices to be paid. If progress reports are submitted quarterly, the ARB will hold invoices until a progress report is received. Invoices will not be paid without progress reports.
4.2 The intervals for discussing the progress of the research should be negotiated between the PI and the ARB Contract Manager.
It is imperative that the Principal Investigator understand the reporting requirements he/she is responsible for under this Agreement. As noted above, the ARB withholds payments until progress reports are received. These reporting requirements are not new. Yet, according to ARB staff, some Principal Investigators do not submit progress or final reports as required by the Agreement.
Because State agency funds are lost to the agency if they are not spent, the ARB is, at times, forced to pay the costs under an Agreement with the University without receiving the required final report. If these funds ever reverted back to the State because PIs did not provide reports, the result could be a loss of thousands of dollars to the PI's campus.
The Davis campus developed the language of the Copyrightable Materials Exhibit to address some rather complicated demands from the ARB. Their assistance in this matter is greatly appreciated.
These two Exhibits should replace the equivalent ARB Exhibits in any awards to University campuses. All future proposal submissions should reference these special University provisions as they would replace those provided in the RFP for University awards.
Refer: Samuela A. Evans (510) 987-9849
Subject Index: 02, 11, 22
Organization Index: S-215
Cancel: C& G Memo 73-09
David F. Mears
Director, Research Administration
cc: Extramural Funds Managers
AIR RESOURCES BOARD Research Division
ADDITIONAL UNIVERSITY AGREEMENT' PROVISIONS
The ARB Contracts Administrator is: Ms. Laura Kinney Research Division Air Resources Board PO Box 2815 Sacramento CA 95812
(916) 322-4357 FAX
The ARB Contract Manager is: ____________.
1. DOCUMENTS INCORPORATED INTO THIS CONTRACT
1.1 The provisions of the "Copyrightable Materials" (Exhibit ---) are hereby incorporated into and made a part of this agreement. These provisions apply to the University and all subcontractors that may be a part of this agreement. The ARB grants the University a paid-up, royalty-free, nonexclusive world-wide license to use and reproduce the copyrightable material- for educational and research purposes.
1.2 The "Air Resources Board Patent Provisions" (Exhibit ---) are hereby incorporated into and made a part of this agreement, These provisions apply only to non-state entity subcontractors that may be a part of this agreement.
1.3 The "Research Contract Final Report Format" (Exhibit ---) is hereby incorporated and made a part of this agreement.
2. TIME CONSIDERATIONS
2.1 Performance of this agreement shall not commence until final approval of this agreement by the California Department of General Services.
2.2 All work, including submittal of a final report, prepared in accordance with the Research Contract Final Report Format (Exhibit --- shall be completed within ---- months after agreement approval the State.
3. FINANCIAL MATTERS
3.1 The University will perform services according to the University's proposal (Exhibit ---) for an amount not to exceed $___.
3.2 The maximum amount of this agreement shall not exceed that amount stated on the face of the State s Interagency Agreement Form. ARB's obligation is payable only from funds appropriated for the purpose of this agreement. ARB s monetary obligation under this agreement in subsequent fiscal years is subject to and contingent upon availability of funds appropriated for the purpose of this agreement.
3.3 The University shall submit monthly/quarterly invoices in triplicate. (Do not use Express Mail.) The invoice shall itemize all expenses incurred during the payment period completed and costs shall be computed in accordance with Section 8752 of the State Administrative Manual. Each item in the invoice shall correspond to one of the numbered items in the University's cost proposal (Page 2 of the Budget Submittal Form, Exhibit ---).
The University will be paid for the payment period completed upon receipt by the ARB Contract's Administrator of an invoice and a progress report satisfying the requirements in paragraph 6.1 of these Provisions. The invoice and progress report must be deemed by ARB staff to reflect reasonable work performed in accordance with the agreement.
Nothing herein contained shall preclude advance payments pursuant to Article 1, Chapter 3, Part 1, Division 3, Title 2, Government Cede.
The invoices shall be submitted to the Contracts Administrator. Ms. Laura Kinney, whose address is listed at the beginning of this document.
3.4 The University may rebudget funds up to a maximum of ten percent between the major budget categories listed in Exhibit ---.
ARB will give consideration to requests to rebudget funds in excess of ten percent. However, no rebudgeting in excess of ten percent and no rebudgeting of funds into the travel and equipment categories may be performed without written authorization by the Chief of the Air Resources Board Research division, or his representative.
3.5 The amount to be paid to the University under this agreement includes all sales and use taxes incurred pursuant to this agreement, Including any such taxes due on equipment purchased by the University. The University shall not receive additional compensation for reimbursement of such taxes and shall not decrease work to compensate therefor.
3.6 No foreign travel is allowed by anyone under this agreement.
3.7 ARB shall withhold final payment equal to ten percent of the total agreement cost, until completion of all work and submission to the ARB of a final report (including a computer diskette copy), and data compilations approved by the Research Screening Committee/Scientific Advisory Committee on Acid Deposition.
4.1 Initial meeting. Before work on the contract begins, the Principal Investigator and key personnel will meet with the ARB Contract Manager and other ARB staff to discuss the overall plan, details of performing the tasks, the project schedule, or items related to personnel changes in personnel, and any issues that may need to be resolved before work can begin.
4.2 Progress review meetings. The Principal investigator and appropriate staff will meet with the Contract Manager at intervals to discuss the progress of the project. This meeting may be conducted by phone, if appropriate.
5.1 Equipment is defined as movable articles of nonexpendable property that met the following requirements:
-- have a normal useful life (including extended life due to repairs) of at least four years;
-- have a unit acquisition cost of at least $500.00 for other than
land and structures (for example, identical assets costing $300 each for a $1200 total would not meet the requirements); and
-- be used to conduct work under this agreement.
5.2 The cost of equipment includes the purchase price plus all costs to acquire, install, and prepare equipment for its intended use.
5.3 ARB reserves the right to purchase for this agreement, through the State procurement process, total equipment whose cost is greater than $25,000 and any EDP equipment. ARB also reserves the right to purchase all EDP equipment through the State procurement process. The University s proposed cost of this equipment will be deducted from the total amount payable to the University. The equipment provided by ARB will be equivalent to the University s specifications, as described in Exhibit --.
5.4 In the event the University purchases with ARB funds, procures, uses, or otherwise takes possession of equipment owned by ARB to perform work under this agreement, title to such equipment shall remain with ARB and such equipment shall become ARB s equipment upon delivery thereof into the University s control or possession.
5.5 The University shall obtain written approval from ARB prior to the purchase of equipment that is not specifically identified and listed in the approved budget and which is valued at more than $1,000.00. The contract funding shall be adjusted for any equipment or supplies furnished by ARB.
5.6 The ARB reserves the right to full and adequate access to ARB equipment.
5.7 The University shall maintain and administer a program for the utilization, maintenance, repair, protection, and preservation of ARB equipment, whether acquired from the ARB or purchased with ARB funds from a third party, so as to assure its full availability and usefulness for the performance of this agreement or as long as this equipment remains in the control or possession of the University. The University will install upon each item of equipment a tag identifying the equipment as belonging to ARB and will maintain location records of all equipment. The University shall take steps to comply with all appropriate directions or instructions that the ARB may prescribe for the protection of ARB equipment.
5.8 The University shall provide to ARB, with the final invoice, a final equipment Inventory, The final invoice shall contain an itemization of equipment purchased with ARB funds or procured through the State procurement process, Including the type of equipment, manufacturer, serial number, and cost. All ARB equipment shall be returned to ARB in full operating condition upon termination of this agreement, unless ARB approves a different disposition in writing. Disposition of the equipment shall be in accordance with instructions from ARB, to be issued after receipt or the final inventory.
6. REPORTS AND DATA COMPILATIONS
6.1 With respect to each Invoice petted, the University shall deliver the original and two copies of a progress report with each invoice. (Do not use Express Mail.) Each progress report will begin with the following disclaimer:
The statements and conclusions in this report are those of the University and not necessarily those of the California Air Resources Board. The mention of commercial products, theft source, or their use in connection with material reported herein is not to be construed as actual or implied endorsement of such products.
Each progress report will a]so include:
(a) A brief narrative account of project tasks completed or partially completed since the last progress report. The tasknames must match those in the University s proposal, Exhibit ---.
(b) A brief discussion of problems encountered during the reporting period and how they were or are proposed to be resolved.
(c) A brief discussion of work planned, by project task, before the next progress report.
(d) A graph showing allocation of the budget and amount used to date.
If the project is behind schedule, the progress report must contain an explanation of reasons and how the University plans to resume the schedule.
6.2 Ninety days prior to agreement termination date, the University will deliver to ARB 20 bound copies of a draft final report for review by ARB staff. The reports may be stapled or spiral bound, depending on size. The draft final report will conform to the Research Contract Final Report Format, Exhibit ---.
6.3 Within 45 days of receipt of ARB's comments on the draft final report, the University will deliver to the Contract Manager two copies of the final report Incorporating all reasonable alterations and additions requested by the ARB. Upon approval of the amended final report by the Contract Manager, the University will, within two weeks, deliver to the ARB two camera-ready UNBOUND originals and 10 spiral-bound copies of a final report incorporating all final alterations and additions. The final report will conform to the Research Contract Final Report Format.
6.4 Together with the final report, the University will deliver a copy of the report on diskette, using any common word processing software (please specify the software used) and a set of all data compilations as specified by the Contract Manager,
6.5 All progress reports and final reports should be addressed to Ms. Laura Kinney, Contracts Administrator, at the address listed at the beginning of these Provisions.
6.6 Following receipt of the final report, the Contract Manager will send to the University of a National Technical Information Services (NTIS) bibliographical data sheet. The University will complete this form and return it to Ms. Kinney within 15 days of receipt.
6.7 The University's obligation under this agreement shall be deemed discharged only upon submittal to ARB of the final report, report diskette, all required data compilations, and the NTIS form, and approval of the final report by the Board's Research Screening Committee/Scientific Advisory Committee on Acid Deposition.
6.8 Prior to-completion of this agreement the University shall be entitled to release or make available reports, information, or other data prepared or assembled by it pursuant to this agreement, in scientific journals and other publications and at scientific meetings, provided however, that a copy of the publication be submitted to the ARB for review and comment 45 days prior to such publication. Further, the University shall place the disclaimer statement, as contained in Provision 6.1, in a conspicuous place on all such reports or publications. Nothing in this provision shall be construed to limit the right of the ARB to release information obtained from the University or to publish reports, information, or data in ARB publications.
7. ARB SPECIAL RIGHTS
7.1 Either party shall have the right to terminate this agreement at any time upon thirty days written notice to the other party. In case of early termination, the University will submit an invoice in triplicate and a report in triplicate covering services to termination date, following the invoice and progress report requirements in paragraphs 3.3 and 6.1 of these Provisions. Any data collected up to termination date will also be surrendered to ARB. Upon receipt of the invoice, progress report, and data, a final payment will be made to the University. This payment shall be for all ARB-approved, actually-incurred costs that in the opinion of ARB are Justified, and shall include labor, equipment and materials purchased or utilized (including all noncancelable commitments) to termination date, and pro rata indirect costs as specified in the proposal budget. However, the total amount paid shall not exceed the total agreement amount.
7.2 The state reserves the right to issue an order to stop work in the event that a dispute should arise, or in the event that the ARB gives the University a notice that the agreement will be terminated. The stop-work order will be in effect until the dispute has been resolved or the agreement has been terminated.
7.3 ARB reserves the right at reasonable times during this agreement to inspect and reproduce any written or printed matter in the University s possession relating to the agreement effort.
7.4 ARB reserves the right to audit at any time during the duration of this agreement the University s costs of performing the work under this agreement and refuse payment for any reimbursable costs or expenses that in the opinion of the State s auditor are unsubstantiated or unverified. The University shall cooperate with the States auditor, including but not limited to promptly providing all information and documents requested by the auditor, such as financial records, documents, and other information pertaining to reimbursable costs, and any matching costs and expenses.
The University shall retain all financial records referred to above and provide them for examination and audit by the State for three years after final payment under this agreement.
8.1 If for any reason a dispute arises during the performance of this agreement, and the University and ARB's Contract Manager cannot reach a mutual agreement, the dispute may be referred to the Board s Research Division Chief for final and binding resolution.
In recognition of the policy of the California Air Resources Board and the University to promote and safe guard free and open inquiry by faculty, students and the members of the public and in furtherance of such policy, the parties hereto agree on the following with respect to rights in data and copyrights under this Agreement:
1. The term "Subject Data" shall mean all original and raw research data, notes, computer programs, writings. sound recordings, pictorial reproductions, drawings or other graphical representations. and works of any similar nature, produced by the University in performance of this Agreement, but specifically excluding "Reports," as defined in Article 6 of Exhibit A of this Agreement. Subject Data also excludes financial reports, costs analysis, and similar information incidental to contract administration.
2. The term "Reports" shall have the meaning assigned to it in Article 6, Exhibit A of this Agreement.
3. Ownership of all the Subject Data and copyrights arising from the Subject Data shall be vested in the University while ownership of all Reports and copyrights arising from the Reports developed under this Agreement shall be vested in the State Air Resources Board. The University agrees to make available to the public for public benefit, without license or fee, any scholarly articles which are published from the Subject Data.
4. Nothing in this Exhibit or the Agreement shall be construed to limit the right of University faculty, students or staff to publish the Subject Data in the form of scholarly articles in academic journals, nor to affect, abrogate or limit the right of University faculty, staff or students to make use of the Subject Data in pursuit of scholarly activities in forms other than that in which they appear in the Subject Data for, so long as the copyright is protected in such subsequent use.