Requesting an Exemption to the Use of the California Model Agreement

In accordance with California Education Code 67325 et seq, the California Model Agreement (CMA) negotiating team, consisting of representatives from the University of California, the California State University System, the California Department of General Services/Office of Legal Services (DGS), and various state agencies (Negotiating Team), drafted an agreement that would have the broadest possible application. As a result, the CMA should be applicable for most projects conducted by UC and CSU and funded by state agencies. However, recognizing that the needs of particular projects can vary widely and consistent with Education Code section 67327(b), the Negotiation Team created flexibility within the CMA, at Exhibit G. As noted in the Contract & Grant Documents section of this guide, Exhibit G can be used to overwrite a provision of the UTC (Exhibit C) if such standard UTC provision is inappropriate or inadequate for a specific project. Exhibit G is not intended to be used merely to insert campus- or agency-preferred terms, when the UTC would otherwise be appropriate and adequate for a project.

Further, in rare circumstances, use of Exhibit G to modify select terms of the UTC may not meet the contracting needs of a unique project. The California Education Code allows for use of a non-CMA agreement when approved by DGS, UC and CSU. At §67327(d):

(d) The Department of General Services and the University of California or the California State University, in consultation with state agencies and departments that have contracts with the University of California or the California State University, may determine those types of contracts for which the use of the model contract would be inappropriate or inadequate.

The process to request an exemption to the requirement to use the CMA is as follows.

If the state agency is requesting the exemption, the state agency should submit a written request to DGS, identifying the project with specificity, and justifying the reasons why the CMA is inappropriate or inadequate for the project. If the University campus is requesting the exemption, the campus should submit a written request to UCOP or CSUCO, as applicable, identifying the project with specificity, and justifying the reasons why the CMA is inappropriate or inadequate for the project. The request should be as narrow in scope as possible.

Once the request has been received by the local representative, it will be forwarded on to the other parties (UCOP, CSUCO, and DGS) for review and comment. If there is agreement that the CMA is inappropriate or inadequate, then an exemption will be granted, and that information will be disseminated to the state agency and the university campus. If an exemption is not granted, then the local representative will respond to the requester with the rationale for the denial. The request can be resubmitted, but it must include new information that was not provided with the original request. The resubmission would be sent to the local UCOP/CSUCO/DGS representative to begin the second review process.

The Negotiation Team also recognized that some state agencies or programs would have restrictions placed upon them either by federal or state law. To that end, representatives from CSU Chancellor's Office (CSUCO) and UC Office of the President (UCOP) have engaged specific state agencies to draft program or specific Exhibit G terms to be used in awards from those agencies or for those projects. Examples of this are awards from the California Department of Health Care Services, which often have specific requirements for the use of human data, and the California Department of Education, which can involve student data and thus fall under the federal Family Educational Rights and Privacy Act (FERPA). Additionally, the California Energy Commission administers programs, such as the Natural Gas Research & Development (NGRD) Program, that carry legislative requirements on the use of the funds that must be reflected in the award terms. When these additional terms are ratified by the parties (UCOP, CSUCO, and the state agency) they are distributed to the UC and CSU campus representatives and to the contracting officers at state agencies to be used with the standard CMA. It is important to note that these additional terms function as a second set of standard terms for that agency and they should not be altered by an agency official for a specific award. If the circumstances that required the need for a special Exhibit G have changed then the state agency should contact their representatives at the UCOP and/or the CSUCO to renegotiate the terms.