Research Policy Analysis and Coordination
Contract and Grant Documents
As specified in the Memorandum of Understanding (MOU) (PDF) executed by DGS, UC and CSU on November 2, 2015, the California Model Agreement terms will be used for all new agreements for research, training or services executed on or after January 1, 2016 unless an exemption under Education Code section 67327(d) has been granted or alternative terms have been negotiated between the parties pursuant to Education Code section 67327(b) and documented in an Exhibit G. A new Agreement is defined as the award of funds, not previously budgeted or appropriated, by a State agency to the UC or CSU.
Standard Form STD 213
The first page of any Agreement issued under the model agreement terms is the Standard Form STD 213. It is important to utilize the STD 213 specifically developed for CMA use and not the general STD 213 as specified on the DGS OLS website. The form will contain all of the usual and required information including but not limited to the name of the funding State agency, the contractor’s name (and the UC or CSU campus) the amount and period of the award, etc. Upon execution, it will bear the signatures of the Authorized Officials of the State agency and the UC or CSU campus as well as the endorsement of DGS, if necessary.
Exhibits A – A7 Scope of Work plus related information
The scope of work (Exhibit A), list of deliverables (Exhibit A1), list of key personnel (Exhibit A2), Authorized Representatives (Exhibit A3), Use of Intellectual Property & Data (Exhibit A4), Resume/BioSketch of key personnel (Exhibit A5), and Current and Pending Support (Exhibit A6) as transmitted in the proposal to the State will be duplicated in the resulting Agreement. Any changes made by the University to Exhibits A-A6 must be made prior to the State agency transmitting the final Agreement to the UC or CSU campus, and must be endorsed by the Authorized Official of the UC or CSU campus. The Third-Party Confidential Information, Confidential Nondisclosure Agreement (Exhibit A7) will be incorporated when applicable.
Exhibits B – B3 Budget
The composite budget (Exhibit B), the budget justification (Exhibit B1), subrecipient budget(s) (Exhibit B2) and invoice elements (Exhibit B3) as transmitted in the proposal to the State will be duplicated in the resulting Agreement. Any changes made by the University to Exhibits B-B3 must be made prior to the State agency transmitting the final Agreement to the UC or CSU campus and must be endorsed by the Authorized Official of the UC or CSU campus.
Reversion of Funds: If the fiscal year of state funding is provided by the State, the University will assume Funds revert within three years from the beginning of the fiscal year funded. If the funding fiscal year is not provided, then the State shall provide University with fund reversion dates for each fiscal year identified on the Exhibit B, Composite Budget. The parties should structure the agreement to ensure it is sufficiently funded and that the project completion date is sufficiently in advance of the funds reversion date.
Exhibit C, University Terms and Conditions UTC-MYY
The California Model Agreement template and terms and conditions will be included in the Agreement by reference as Exhibit C. The language in the University Terms and Conditions (UTC) should not be altered in Exhibit C. Any mutually negotiated changes to the UTC should be rare, project-specific, and included in Exhibit G Negotiated Alternate UTC Terms. There will be a yearly survey of the university campuses and state agencies on the effectiveness of the UTC. The results of these surveys will facilitate discussions between DGS, CSU and UCOP at annual meetings aimed at improving the effectiveness of the model agreement.
Exhibit A7 – Third Party Confidential Information Requirement
If the scope of work requires the provision of third party confidential information to either the State or the Universities, then that information will be defined in Exhibit A7 along with any requirement of the third party in the use and disposition of the confidential information. The third party may require a separate Confidential Nondisclosure Agreement (CNDA) as a requirement to use the confidential information. Such CNDA will also be added to Exhibit A7. (Please see section 8.B of the UTC.)
Exhibit D – Additional Requirements Associated with Funding Sources
If the agreement is subject to any additional requirements associated with funding sources imposed on the funding State agency by applicable law (including, but not limited to, bond, proposition and federal funding), then such additional requirements that are appropriate to flow down to the University, will be set forth in Exhibit D. Provisions in Exhibit D will take precedence over terms in either Exhibit G or Exhibit C. See Order of Precedence at UTC Section 29.
If the University is a subrecipient, as defined in 2 CFR §200, and the external funding entity is the federal government, the State agency will populate the funding details as set forth on Exhibit D. (Please see sections 10.A and 10.B of the UTC.)
Exhibit E – Special Conditions for Security of Confidential Information
The Universities will comply with applicable State and Federal statutes and regulations and policies regarding information security. If a given scope of work or project results in additional legal and regulatory requirements regarding security of Confidential Information, those requirements will be provided by the funding State agency in Exhibit E. (Please see section 8.E of the UTC.) Content in Exhibit E (if necessary for a particular project) should supplement, but not supersede the UTC Section 8.E.
Exhibit F – Access to State Facilities and Computing Resources
If a given scope of work or project requires that the Universities have access to State agency facilities or computing systems and a separate agreement between the individual accessing the facility or system and the State agency is necessary, then the requirement for the agreement and the agreement itself will be listed in Exhibit F. (Please see section 21 of the UTC.)
Exhibit G – Negotiated Alternate UTC Terms
There may be unique projects where a given term in the UTC may be inappropriate or inadequate. Per California Education Code 67327 (b):
"The standard provisions in a model contract agreed upon pursuant to subdivision (a) shall be used in contracts entered into between the University of California or the California State University and the state, unless both contracting parties mutually determine that a specified standard contract provision is inappropriate or inadequate for a specified contract."
Therefore, by mutual agreement, a State agency and a UC or CSU campus may alter the terms applicable to a particular project when a term in the UTC would be inappropriate or inadequate for that project. This would be done in Exhibit G. The change should not be noted in Exhibit C. An alternate provision in Exhibit G must clearly identify whether it is replacing, deleting or modifying a provision of Exhibit C. Terms in Exhibit G will take precedence over terms in Exhibit C.
As detailed in the MOU, the UTC is silent on patent rights, and describes a process for inclusion of one of the two approved patent rights clauses in Exhibit G only when a state agency and campus mutually determine that a patent rights provision is necessary for a particular project. UC and CSU policies require that ownership of inventions/patents vest with the University. This policy is reflected in the “Patent Rights – University” provision found in Attachment 4 of the MOU. Under this provision, the University would provide license rights in any such inventions/patents to the state agency sponsor.
On the contrary, use of the alternate patent rights clause (“Patent Rights – State”) would require an exception to the respective University patent policy. (Please see paragraph 8 of the implementing MOU (PDF) and Attachment 4 (PDF) for the Patent Rights provisions and accompanying licenses.)