California Model Agreement Guide

Introduction to the California Model Agreement

As a result of Assembly Bill 20 (2009/2010 Legislative Session and chaptered into statute as Education Code §67325 et seq.), the State Department of General Services (DGS), University of California (UC) and California State University (CSU) negotiated a model agreement to be used by State agencies (State) when providing a grant or a contract to the UC or CSU (each, University, or collectively Universities) for research, training or services [see footnote 1]. This legislation, and the resultant California Model Agreement (CMA), aimed to optimize internal resource use, minimize agreement execution delays, and standardize post-award management, resulting in more efficient and effective relationships between State agencies and University campuses.

The CMA includes Exhibits, some of which are mandatory and some optional, that can be assembled to meet the unique needs of a project or program. Every agreement will include a CMA Standard 213, face page, a scope of work with itemized deliverables, information about key personnel, a budget, invoice elements, and standard terms and conditions. Additional templated exhibits are available to further customize an individual project.

The terms and conditions component is contained in Exhibit C and is formally called the University Terms and Conditions (UTC). The UTC may be updated from time to time by DGS and the Universities. A numeric suffix designates the version of the UTC. (For example, the first UTC was released in January, 2016 and was the “UTC-116.”)

The CMA and UTC were first implemented in January 2016. An implementing Memorandum of Understanding (MOU) executed by DGS, UC Office of the President (UCOP) and CSU Chancellor’s Office (CSUCO) on November 2, 2015 committed the parties to certain ongoing tasks, including soliciting annual feedback from state agencies and University campuses on the utilization of the CMA; meeting annually to update the CMA and UTC, if necessary, and updating and maintaining this California Model Agreement Guide.

Purpose of this Guide

This Guide provides State agencies and University campuses guidance on how to complete the standard CMA components, including exhibits. For the purposes of this Guide, the term “proposal” refers to any application or submission to a state agency for research, training, or service, as referenced in Education Code section 67325.

There may be certain standard contract provisions or Exhibit formats in the CMA that the contracting parties mutually agree are inadequate or inappropriate for a specific project. The legislature’s intent is for variations to be used only in unusual situations; however, Education Code section 67327(b) permits the parties to negotiate alternative terms and exhibits customized to the needs of the parties for an agreement [see footnote 2]. This Guide does not address how to complete the contract documents when alternate terms and/or exhibits are utilized by agreement of the parties, nor does it have regulatory or statutory effect. When alternative terms are utilized, the parties shall document them on Exhibit G - Negotiated Alternate UTC Terms.

Additionally, to the extent that DGS, UCOP and CSUCO, in consultation with a state agency, determine that use of the CMA and UTC would be inappropriate or inadequate for a specific project, an exemption from the use of the CMA and UTC may be granted under Education Code section 67327(d). The exemption process is set forth at the end of this Guide.

The most recent and archived versions of the MOU, the CMA, and the UTC can be found on the UCOP Research Policy Analysis & Coordination website and on the CSUCO Business and Finance, Financial Services website.

[1] Informational Technology (IT) service contracts have specific requirements that are not included in the CMA.

[2] California Education Code §67326(g): “It would be more cost effective and efficient if the state and the University of California and the California State University would establish standardized ‘boilerplate’ provisions that would apply to all contracts between the state and the University of California or the California State University, allowing for variations only in unusual situations.”