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STATE OF CALIFORNIASTANDARD AGREEMENT STD 213 (Rev 06/03) AGREEMENT NUMBER
REGISTRATION NUMBER
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
California Department of Education, hereinafter referred to as “State”CONTRACTOR'S NAME
, hereinafter referred to as “University”2. The term of this through Agreement is:
3. The maximum amount $ of this Agreement is:
4. The Parties agree to comply with the terms and conditions of the following Exhibits, which by this reference are made a part of the Agreement.
Exhibit A – A7: A–Scope of Work; A1–Deliverables; A2–Key Personnel; A3–Authorized Representatives; A4–Use of Intellectual Property; A5–CV/Resumes; A6–Current & Pending Support; A7-Third Party Confidential Information (if applicable)
page(s)
Exhibit B – B–Budget; B1–Budget Justification; B2–Subawardee Budgets (if applicable); B3–Invoice Elements
page(s)
Exhibit C* – University Terms and Conditions UTC-817Check mark additional Exhibits below, and attach applicable Exhibits or provide internet link:
Exhibit D – Additional Requirements Associated with Funding Sources page(s)Exhibit E – Special Conditions for Security of Confidential Information
E1–Special Conditions for Information Technology Security
page(s)
Exhibit F – Access to State Facilities or Computing Resources page(s)Exhibit G – Negotiated Alternate UTC Terms; G1–Special Conditions for Web Products; G2–Special Conditions for Education Data
page(s)
Items shown with an Asterisk (*) are hereby incorporated by reference and made part of this agreement as if attached hereto.These documents can be viewed at http://www.dgs.ca.gov/ols/Resources/StandardContractLanguage.aspx.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto.
CONTRACTOR California Department of General Services Use Only
CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.)
BY (Authorized Signature)
DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
ADDRESS
STATE OF CALIFORNIA
AGENCY NAME
California Department of EducationBY (Authorized Signature)
DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING Exempt per:
Valarie Bliss, Director, Personnel Services Division ADDRESS
1430 N Street, Suite 1802, Sacramento, California 95814
Exhibit A – Scope of Work
Project Summary & Scope of Work
Contract Grant
Project Summary/AbstractBriefly describe the long-term objectives for achieving the stated goals of the project.
If Third-Party Confidential Information is to be provided by the State: Performance of the Scope of Work is anticipated to involve use of third-party Confidential Information and is subject to the terms of this Agreement; OR
A separate CNDA between the University and third-party is required by the third-party and is incorporated in this Agreement as Exhibit A7, Third Party Confidential Information.
Scope of WorkDescribe the goals and specific objectives of the proposed project and summarize the expected outcomes. If applicable, describe the overall strategy, methodology, and analyses to be used. Include how the data will be collected, analyzed, and interpreted as well as any resource sharing plans as appropriate. Discuss potential problems, alternative strategies, and benchmarks for success anticipated to achieve the goals and objectives.
Exhibit A1 - Deliverables
SCHEDULE OF DELIVERABLESList all items that will be delivered to the State under the proposed Scope of Work. Include all reports, including draft reports for State review, and any other Deliverables, if requested by the State and agreed to by the Parties.
If use of any Deliverable is restricted or is anticipated to contain preexisting Intellectual Property with any restricted use, it will be clearly identified in Exhibit A4, Use of Preexisting Intellectual Property.
Unless otherwise directed by the State, the University Principal Investigator shall submit all Deliverables to the State Contract Project Manager, identified in Exhibit A3, Authorized Representatives.
Deliverable Description Due Date
Progress Report The progress report must include: Task number and title; description of task; Deliverable (if applicable); date completed; task amount; and the results and progress of the project/work.
With each invoice
Web site usage report [Enter “N/A” or detailed description] [Complete if applicable]
The following Deliverables are subject to Clause 18. Copyrights, Section B of Exhibit C
Web site source code [Enter “N/A” or detailed description] [Complete if applicable (for example “upon delivery of final report”)]
Web applications [Enter “N/A” or detailed description] [Complete if applicable]
Collected data [Enter “N/A” or detailed description] [Complete if applicable]
Project documentation [Enter “N/A” or detailed description] [Complete if applicable]
Exhibit A2 – Key Personnel
KEY PERSONNELList Key Personnel as defined in the Agreement starting with the PI, by last name, first name followed by Co-PIs. Then list all other Key Personnel in alphabetical order by last name. For each individual listed include his/her name, institutional affiliation, and role on the proposed project. Use additional consecutively numbered pages as necessary.
Last Name, First Name Institutional Affiliation Role on Project
PI:
Co-PI(s):(if applicable)
Other Key Personnel: (if applicable)
Exhibit A3 – Authorized Representatives
AUTHORIZED REPRESENTATIVES AND NOTICESThe following individuals are the authorized representatives for the State and the University under this Agreement. Any official Notices issued under the terms of this Agreement shall be addressed to the Authorized Official identified below, unless otherwise identified in the Agreement.
State Agency Contacts
Agency Name: California Department of Education
University Contacts
University Name: <University Name>Contract Project Manager (Technical)
Name: <Name><Title>
Address: California Department of Education1430 N Street, Suite <Suite #>Sacramento, California 95814
Telephone: <Telephone#>Fax: <Fax#, if available>Email: <EmailAddress>
Principal Investigator
Name: <Name><Title>
Address: <Department><Address><City,State,Zip>
Telephone: <Telephone#>Fax: <Fax#, if available>Email: <EmailAddress>
Designees to certify invoices under Section 14 of Exhibit C on behalf of PI:
1. <Name>, <Title>, <EmailAddress>
2. , ,
3. , ,
Authorized Official (contract officer)
Name: Valarie BlissDirector, Personnel Services Division
Address: California Department of Education1430 N Street, Suite 1802Sacramento, California 95814
Telephone: 916-319-0682Fax: 916-319-0124Email: [email protected]
Send notices to (if different):
Name: Contracts Office
Address: California Department of Education
Authorized Official
Name: <Name><Title>
Address: <Department><Address><City,State,Zip>
Telephone: <Telephone#>Fax: <Fax#, if available>Email: <EmailAddress>
Send notices to (if different):
Name: <Name><Title>
Address: <Department>
1430 N Street, Suite 1802Sacramento, California 95814
Telephone: 916-322-3050Fax: 916-319-0124Email: <EmailAddress>
<Address><City,State,Zip>
Telephone: <Telephone#>Fax: <Fax#, if available>Email: <EmailAddress>
Administrative Contact
Name: See Contract Project Manager (Technical) above
Address:
Telephone: Fax: Email:
Administrative Contact
Name: <Name><Title>
Address: <Department><Address><City,State,Zip>
Telephone: <Telephone#>Fax: <Fax#, if available>Email: <EmailAddress>
Financial Contact/Accounting
Name: See Contract Project Manager (Technical) above
Address:
Telephone: Fax: Email:
Authorized Financial Contact/Invoicing
Name: <Name><Title>
Address: <Department><Address><City,State,Zip>
Telephone: <Telephone#>Fax: <Fax#, if available>Email: <EmailAddress>
Designees for invoice certification in accordance with Section 14 of Exhibit C on behalf of the Financial Contact:
1. <Name>, <Title>, <EmailAddress>
2. , ,
3. , ,
Exhibit A4 – Use of Intellectual Property
USE OF INTELLECTUAL PROPERTY
If either Party will be using any third-party or pre-existing intellectual property (including, but not limited to data, copyrighted works, known patents, trademarks, service marks and trade secrets) “IP” with restrictions on use, then list all such IP and the nature of the restriction below. If no third-party or pre-existing IP will be used, check “none” in this section.
A. State: Preexisting IP to be provided to the University from the State or a third party for use in the performance in the Scope of Work.
None or List:Owner (Name of State Agency or 3rd Party)
Description Nature of restriction:
B. University: Restrictions in Preexisting IP included in Deliverables identified in Exhibit A1, Schedule of Deliverables.
None or List:Owner (Name of University or 3rd Party)
Description Nature of restriction:
C. Anticipated restrictions on use of Project Data. If the University PI anticipates that any of the Project Data generated during the performance of the Scope of Work (such as subject identifying information in a data set) will have a restriction on use beyond the restrictions for Deliverables set forth in Exhibit A1, then list all such anticipated restrictions below. If there are no restrictions anticipated in the Project Data, then check “None” in this section. None or List:
Owner (University or 3rd Party)
Description Nature of Restriction:
CDE/LEA Any information, regardless of when or how obtained, that meets the FERPA definition of personally identifiable student records.
Use and disclosure restrictions set forth in Exhibit E.
Exhibit A5
CV/RÉSUMÉS
Attach 2-3 page CV/Resume for the PI and other Key Personnel listed in Exhibit A2, Key Personnel.
Exhibit A6 – Current & Pending Support
CURRENT & PENDING SUPPORT
University will provide current & pending support information for Key Personnel identified in Exhibit A2 at time of proposal and upon request from State agency. The “Proposed Project” is this application that is submitted to the State. Add pages as needed.
PI: NAME OF INDIVIDUALStatus (currently active or pending approval)
Award #(if available)
Source(name of the sponsor)
Project Title
Start Date End Date
Proposed Project
CURRENT CURRENT PENDING
Name:
Status Award # SourceProject Title Start Date End Date
Proposed Project
CURRENT CURRENT PENDING
Name:
Status Award # SourceProject Title Start Date End Date
Proposed Project
CURRENT CURRENT PENDING
Name:
Status Award # SourceProject Title Start Date End Date
Proposed Project
CURRENT CURRENT PENDING
Name:
Status Award # SourceProject Title Start Date End Date
Proposed Project
CURRENT CURRENT PENDING
Exhibit A7 – Third Party Confidential InformationConfidential Nondisclosure Agreement
(Identified in Exhibit A, Scope of Work – will be incorporated, if applicable)If the Scope of Work requires the provision of third-party confidential information to either the State or the Universities, then any requirement of the third party in the use and disposition of the confidential information will be listed below. The third party may require a separate Confidential Nondisclosure Agreement (CNDA) as a requirement to use the confidential information. Any CNDA will be identified in this Exhibit A7, Third Party Confidential Information.
Not applicable,
OR
See Attached __ Pages,
OR
Exhibit B - BudgetBudget Summary
Principal Investigator (Last, First): Exhibit B
COMPOSITE BUDGET FOR ENTIRE PROPOSED PROJECT PERIOD 07/01/2016 to 06/30/2019
From: 7/1/2016 7/1/2017 7/1/2018 To: 6/30/2017 6/30/2018 6/30/2019 BUDGET CATEGORY Year 1 Year 2 Year 3 TOTAL
PERSONNEL: Salary and fringe benefits. $0 $0 $0 $0
TRAVEL $0 $0 $0 $0
MATERIALS & SUPPLIES $0 $0 $0 $0
EQUIPMENT $0 $0 $0 $0
CONSULTANT $0 $0 $0 $0
SUBRECIPIENT $0 $0 $0 $0
OTHER DIRECT COSTS (ODC)Subject to IDC Calc
ODC #1 Y $0 $0 $0 $0
ODC #2 Y $0 $0 $0 $0
ODC #3 Y $0 $0 $0 $0
ODC #4 Y $0 $0 $0 $0
ODC #5 Y $0 $0 $0 $0
ODC #6 Y $0 $0 $0 $0
TOTAL DIRECT COSTS $0 $0 $0 $0Indirect (F&A) Costs F&A Base Rate MTDC * $0 $0 $0 $0
$0 $0 $0 $0
TOTAL COSTS PER YEAR $0 $0 $0 TOTAL COSTS FOR PROPOSED PROJECT PERIOD $0 * MTDC = Modified Total Direct Cost JUSTIFICATION. See Exhibit B1 - Follow the budget justification instructions.
Funds Reversion Dates TBD TBD TBD For State funds – reversion is typically
3 years from FYE of year funded
Project Period Budget Flexibility (lesser of % or Amount)
Prior approval required for budget changes between approved budget categories above the thresholds identified.
% 10.00%or
Amount $10,000
EXAMPLE
Principal Investigator (Last, First): Exhibit BPage 2
Anticipated Program Income(applicable only when the funded portion of the project generates income)
07/01/2016 to 06/30/2019
From: 7/1/2016 7/1/2017 7/1/2018 To: 6/30/2017 6/30/2018 6/30/2019 Year 1 Year 2 Year 3 TOTAL
ANTICIPATED PROGRAM INCOME $0 $0 $0 $0
Anticipated Program Income is an estimate of gross income earned by the University that is directly generated by a supported activity and earned only as a result of the State funded project, and this fact is known by the University at time of proposal. Anticipated Program Income is an estimate of potential income and not a guarantee of income to support the project.
Page 2 of Exhibit B will only be incorporated in the Agreement when Program Income is anticipated and proposed.
Program Income is subject to Section 14.F of Exhibit C of this Agreement.
If known, provide source(s) of Program Income:Source Estimated Amount
Exhibit B1 – Budget Justification
The Budget Justification will include the following items in this format.Personnel
Name. Starting with the Principal Investigator list the names of all known personnel who will be involved on the project for each year of the proposed project period. Include all collaborating investigators, individuals in training, technical and support staff or include as “to be determined” (TBD).
Role on Project. For all personnel by name, position, function, and a percentage level of effort (as appropriate), including “to-be-determined” positions.
Fringe Benefits.In accordance with University policy, explain the costs included in the budgeted fringe benefit percentages used, which could include tuition/fee remission for qualifying personnel to the extent that such costs are provided for by University policy, to estimate the fringe benefit expenses on Exhibit B.
Travel Itemize all travel requests separately by trip and justify in Exhibit B1, in accordance with University travel guidelines. Provide the purpose, destination, travelers (name or position/role), and duration of each trip. Include detail on airfare, lodging and mileage expenses, if applicable. Should the application include a request for travel outside of the state of California, justify the need for those out-of-state trips separately and completely.
Materials and Supplies Itemize materials supplies in separate categories. Include a complete justification of the project’s need for these items. Theft sensitive equipment (under $5,000) must be justified and tracked separately in accordance with State Contracting Manual Section 7.29.
Equipment List each item of equipment (greater than or equal to $5,000 with a useful life of more than one year) with amount requested separately and justify each.
Consultant Costs Consultants are individuals/organizations who provide expert advisory or other services for brief or limited periods and do not provide a percentage of effort to the project or program. Consultants are not involved in the scientific or technical direction of the project as a whole.Provide the names and organizational affiliations of all consultants. Describe the services to be performed, and include the number of days of anticipated consultation, the expected rate of compensation, travel, per diem, and other related costs.
Subawardee (Consortium/Subrecipient) Costs Each participating consortium organization must submit a separate detailed budget for every year in the project period in Exhibit B2 Subcontracts. Include a complete justification for the need for any subawardee listed in the application.
Other Direct Costs Itemize any other expenses by category and cost. Specifically justify costs that may typically be treated as indirect costs. For example, if insurance, telecommunication, or IT costs are charged as a direct expense, explain reason and methodology.
RentIf the Scope of Work will be performed in an off-campus facility rented from a third party for a specific project or projects, then rent may be charged as a direct expense to the award.
Indirect (F&A) CostsIndirect costs are calculated in accordance with the budgeted indirect cost rate in Exhibit B.
Exhibit B2 – Subawardee BudgetsBudget Pertaining to Subawardee(s) (when applicable)
Subawardee Name: Exhibit B2Principal Investigator (Last, First):
COMPOSITE SUBAWARDEE BUDGET FOR ENTIRE PROPOSED PROJECT PERIOD 07/01/2016 to 06/30/2019
From: 7/1/2016 7/1/2017 7/1/2018 To: 6/30/2017 6/30/2018 6/30/2019 BUDGET CATEGORY Year 1 Year 2 Year 3 TOTAL
PERSONNEL: Salary and fringe benefits. $0 $0 $0 $0
TRAVEL $0 $0 $0 $0
MATERIALS & SUPPLIES $0 $0 $0 $0
EQUIPMENT $0 $0 $0 $0
CONSULTANT $0 $0 $0 $0
SUBRECIPIENT $0 $0 $0 $0
OTHER DIRECT COSTS (ODC)Subject to IDC Calc
ODC #1 Y $0 $0 $0 $0
ODC #2 Y $0 $0 $0 $0
ODC #3 Y $0 $0 $0 $0
ODC #4 Y $0 $0 $0 $0
ODC #5 Y $0 $0 $0 $0
ODC #6 Y $0 $0 $0 $0
TOTAL DIRECT COSTS $0 $0 $0 $0Indirect (F&A) Costs F&A Base Rate MTDC * $0 $0 $0 $0
$0 $0 $0 $0TOTAL COSTS PER YEAR $0 $0 $0 TOTAL COSTS FOR PROPOSED PROJECT PERIOD $0 * MTDC = Modified Total Direct Cost JUSTIFICATION. See Exhibit B1 - Follow the budget justification instructions.
Project Period Budget Flexibility (lesser of % or Amount)
Prior approval required for budget changes between approved budget categories above the thresholds identified.
% 10.00%or
Amount $10,000
EXAMPLE
Exhibit B3 – Invoice Elements
Invoice and Detailed Transaction Ledger Elements
In accordance with Section 14 of Exhibit C – Payment and Invoicing, the invoice, summary report and/or transaction/payroll ledger shall be certified by the University’s Financial Contact and the PI.
Summary Invoice – includes either on the invoice or in a separate summary document – by approved budget category (Exhibit B) – expenditures for the invoice period, approved budget, cumulative expenditures and budget balance available1
Personnel Equipment Travel Subawardee – Consultants Subawardee – Subcontract/Subrecipients Materials & Supplies Other Direct Costs
o TOTAL DIRECT COSTS (if available from system)
Indirect Costso TOTAL
Detailed transaction ledger and/or payroll ledger for the invoice period 2
Univ Fund OR Agency Award # (to connect to invoice summary) Invoice/Report Period (matching invoice summary) GL Account/Object Code Doc Type (or subledger reference) Transaction Reference# Transaction Description, Vendor and/or Employee Name Transaction Posting Date Time Worked Transaction Amount
1 If this information is not on the invoice or summary attachment, it may be included in a detailed transaction ledger.2 For salaries and wages, these elements are anticipated to be included in the detailed transaction ledger. If all
elements are not contained in the transaction ledger, then a separate payroll ledger may be provided with the required elements.
Exhibit C – University Terms and Conditions
CMA (AB20) State/University Model Agreement Terms & Conditionshttp://www.dgs.ca.gov/ols/Resources/ModelContractLanguageUniversities.aspx
Exhibit D – Additional Requirements Associated with Funding Sources (if applicable)
If the Agreement is subject to any additional requirements imposed on the funding State agency by applicable law (including, but not limited to, bond, proposition and federal funding), then these additional requirements will be set forth in Exhibit D. If the University is a subrecipient, as defined in 2 CFR 200 (Uniform Guidance on Administrative Requirements, Audit Requirements and Cost Principles for Federal Financial Assistance), and the external funding entity is the federal government, the name of the federal agency, the prime award number and date of prime award (if available), and the Catalog of Federal Domestic Assistance (CFDA) program number will be listed in Exhibit D. (Please see sections 10.A and 10.B of the Exhibit C.)
Not applicable.
OR
Agency(Required for federal funding source)
Prime Agreement Number/Date (if available)
If Federal, CFDA Number
Is prime award R&D? (yes/no)
Exhibit E – Special Conditions for Security of Confidential Information (if applicable)
If the of work or project results in additional legal and regulatory requirements regarding security of Confidential Information, those requirements regarding the use and disposition of the information, will be provided by the funding State agency in Exhibit E. (Please see section 8.E of Exhibit C.)
1. Exhibit E shall be incorporated into any subawards or consultant contracts issued under this Agreement and in any Vendor contracts for which the California Department of Education (CDE) has approved disclosure of CDE Confidential Information.
2. FERPA Requirements:The State anticipates providing University with information governed by The Family Educational Rights and Privacy Act (“FERPA”) 20 U.S.C.§ 1232g, implemented by 34 CFR Part 99. Specifically, 34 CRF 99.31 permits CDE’s disclosure of such information to University without the written permission from the parent or eligible student only under particular conditions, including instances where University is conducting studies for, or on behalf of, the State. See 34 CFR 99.31(6).
Other conditions enumerated in 34 CFR 99.31 may form the basis for the State’s disclosure of FERPA-governed information to University, depending upon a project’s individual Scope of Work. Regardless of which condition listed in 34 CFR 99.31 forms the basis for the State’s disclosure to University, University agrees to the following:
(A) University will conduct the study in a manner that does not permit personal identification of parents and students by individuals other than University representatives that have legitimate need to know the information in order to perform the study;
(B) University will destroy all personally identifiable information when no longer needed for the purposes for which the study was conducted;
(C) The purpose, scope, and duration of the study or studies and the information to be disclosed is detailed in the Agreement. University is only permitted to use personally identifiable information from education records to meet the specific purpose(s) of the study as stated in the Scope of Work. Under law, the University is not permitted to use the education records for any research or other purpose not expressly identified the Scope of Work.
The Parties are committed to the protection of privacy rights under FERPA. Per California Education Code 67327(e), the authority instructing the use of this California Model Agreement was not intended to waive requirements under law. Therefore, the Parties agree that any provisions of this Agreement that conflict with FERPA are ineffective. University will undertake to protect the proprietary information provided by any Party to the full extent required by FERPA. If University is required by legal process to disclose FERPA-governed information, University shall immediately notify the State and discuss how best to proceed.
3. Paragraph 8.D of Exhibit C is replaced in its entirety as follows:D. Other Confidential Information
Any other information considered confidential by the disclosing Party will be clearly marked by the disclosing Party in writing, as “Confidential Information”, and sent only to the designated representative of the receiving Party. Any confidential information conveyed orally to the receiving Party by the disclosing Party shall be followed by a written communication within fourteen (14) days that said information will be considered “Confidential Information.” Neither Party will disclose Other
Confidential Information unless they have received written approval of the other Party (refer to 34 CFR § 99.31(a)(9)(i) and (ii)), not to be unreasonably withheld. At the end of the performance of this agreement or upon request from the State, University will return or destroy all Confidential Information (refer to 34 CFR 99.31(a)(6)(iii)(C)(4).
The receiving Party will take all appropriate measures to protect the confidentiality of such information while in its possession. In the event the University is required to disclose Confidential Information to a Consultant in order to fulfill the Scope of Work, the University will require the Consultant to comply with terms at least as stringent as University’s obligations hereunder. University shall not provide confidential information to Vendors without prior approval of the State.
4. The CDE shall be named as a third-party beneficiary to all contracts under which the Subawardees, Consultants, Vendors or other subcontractor is to receive CDE Confidential Information.
5. Without limiting the generality or scope of Clause 8(a), the Parties acknowledge that any “personal information” as defined by Civil Code 1798.3(a) collected, produced or maintained by the University under this Agreement shall be subject to the Information Practices Act, Civil Code §1798 et. seq. pursuant to Civil Code §1798.19, even if such information constitutes Project Data. Accordingly, University may not make any use or disclosure of such personal information for its own research or educational purposes without first complying with Civil Code §1798.24(t), which requires obtaining approval by the Committee for the Protection of Human Subjects (CPHS) for the California Health and Human Services Agency (CHHSA) or an institutional review board for such use. University shall provide the State with a copy of any such request for approval, contemporaneously with its submission requesting approval.
Exhibit E1 – Special Conditions for Information Technology (IT) Security (if applicable)
If the work or project results in the development, modification, maintenance or exchange of Confidential Information using University IT systems, the following requirements apply to the storage, protection and security of the information.
A. Definitions: The following definitions apply for the purposes of this Exhibit E1 (Information Technology Security) only.
“Confidential Information” See AB20 Definitions, Clause 1 and the end of Exhibit C.
“Personally Identifiable Information (PII)” means information about an individual, and includes but is not limited to information that, alone or in combination, is linked or linkable to a specific student in a manner that would allow a reasonable person in the school community, who does not have personal knowledge of the relevant circumstances, to identify the student with reasonable certainty. PII includes, but is not limited to name, address, personal identifier (e.g., social security number, student number, biometric record), other indirect identifiers (e.g., date or place of birth, mother’s maiden name). “Biometric record” includes a fingerprint, retina or iris pattern, voiceprint, DNA sequence, handwriting sample, facial geometry or other biological or behavioral characteristic used to identify an individual. Pursuant to FERPA, Personally Identifiable Information meets this Agreement’s definition of Confidential Information (See 34 CFR 99.3).
B. Use and Disclosure: The Parties shall comply with the use and disclosure restrictions set forth elsewhere in this Agreement.
C. Security and Privacy Training: Each Party shall ensure that any person authorized to access Confidential Information shall have completed information security and privacy training within the past 12 months that has been approved by the Party’s own Information Security Officer. Upon request, such training may be audited by the other Party and any reasonable recommendations resulting from such audit will be incorporated into future training sessions.
D. Data Security: Each Party and its Subcontractors, Subawardees, Consultants and Vendors who possess Confidential Information shall exercise and implement prudent security precautions, including any that are reasonably requested by the other Party’s Information Security Officer in order) to prevent unauthorized use, access, modification or disclosure/re-disclosure of any Confidential Information. Such security precautions shall include, at a minimum (and without limiting the generality of the use and disclosure restrictions set forth above):
Securely encrypting and otherwise complying with best practices in order to securely protect Confidential Information that is transmitted electronically or stored on portable electronic devices;
Securely locking any repository for Confidential Information;
Provide appropriate levels of security (confidentiality, integrity, and availability) for the data based on data categorization and classification and FIPS Publication 199 or superior protection levels.
Properly maintaining security of any and all computer systems (hardware and software applications) used to store or process Confidential Information, including installing all security patches, upgrades, and anti-virus updates;
Designating a Security Officer to oversee such Party’s Data security program, carry out privacy programs and to act as the principal point of contact responsible for communicating on security matters with the CDE;
Immediately reporting to the CDE any breach of security, as that phrase is used in California Civil Code section 1798.29(d), to:
Mark Lourenco, Information Security OfficerCalifornia Department of EducationTechnology Services Division – Information Security Office1430 N Street, Suite 3712Sacramento, CA 95814-5901Office phone: 916-322-8334Email: [email protected]
Promptly taking corrective action to cure any breach of security, including immediately notifying the other Party and conducting an investigation of each breach and providing the other Party with a written report of the investigation within thirty (30) working days of the discovery of the breach. All Parties may be participants in the security breach investigation, or Parties may conduct their own independent investigations, in which all Parties shall fully cooperate. The Party who experienced the security incident as a result of their failure to perform or negligent acts of its personnel, which resulted in a data breach shall be responsible for all costs incurred, including the costs to provide notice to the individuals whose data has been lost or breached.
Making and distributing copies of Data containing Confidential Information only as necessary to perform the obligations hereunder in full compliance with the other terms hereof, keeping accurate records of any such copies (including any back-ups), and legally and physically controlling such copies in a manner that prevents unauthorized duplication, use or disclosure.
Each Party shall retain and provide the other with a copy of the compliance documentation, which include signed confidentiality statements, training certifications, and other documentation necessary to demonstrate compliance with this provision upon a Party’s written request.
Exhibit F – Access to State Facilities or Computing Resources (if applicable)Access to State Facilities or Computing Systems
Agency Requirements/Agreement
If the 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 20 of Exhibit C.)
Not applicable.
OR
Exhibit G – Negotiated Alternate UTC Terms (if applicable)An alternate provision in Exhibit G must clearly identify whether it is replacing, deleting or modifying a provision of Exhibit C. The Order of Precedence incorporated in Exhibit C clearly identifies that the provisions on Exhibit G take precedence over those in Exhibit C.
While every effort has been made to keep the UTC as universal in its application as possible, there may be unique projects where a given term in the UTC may be inappropriate or inadequate. AB20 allows for those terms to be changed, but only through the mutual agreement and negotiation of the State agency and the University campus. If a given term in the UTC is to be changed, the change should not be noted in Exhibit C, but rather noted separately in Exhibit G.
1. Section 4.C is replaced in its entirety with the following:C. In addition to the provisions in Section 11 of Exhibit C, the University shall first enter into a written
agreement with each Subawardee by which the Subawardee agrees to indemnify and hold harmless the State of California, the State and its officers, agents, and employees from any and all liabilities, losses, claims, demands, damages, or costs, including without limitation litigation costs and attorney’s fees, resulting from or arising out of the Subawardee’s performance under its agreement with the University, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the Subawardees, its respective officers, agents or employees. The foregoing does not limit any breach of contract action that the State may have against the University. This paragraph is not applicable to any subawardee that is an agency or department of the United States.
2. Paragraph 11.E of Exhibit C is replaced in its entirety as follows:E. Paragraph 11.A shall not apply to “Sub-Agreements” with the United States Department of Energy
National Laboratories.
3. Section 14.A.4 shall be supplemented with the following clarification added to the end of the section:“In particular, the indirect costs invoiced shall be calculated by multiplying the actual modified total direct costs incurred by the indirect cost rate set forth in Exhibit B. The indirect cost rate shall be fixed during the term of the Agreement and may not be changed without a written amendment.”
4. Section 14.C and D of Exhibit C are replaced in their entirety as follows: C. Formal Amendment Requirements
The following changes require a formal amendment, whether or not the change has a budgetary impact.1) Change in Scope of Work2) Change in Key Personnel3) A reduction in PI effort of more than twenty-five percent (25%)4) Inclusion of restricted use data or copyrighted works in Deliverables5) Travel not included in the approved Budget6) Equipment not included in the approved Budget7) Computer (or theft sensitive equipment) not included in the approved Budget8) Substitution or addition of Subawardees
D. Budget Flexibility Budget revisions between identified budget categories in cost reimbursement agreements that are within the total Agreement amount, comply with the Prior Approval Requirements, above and do not change the Scope of Work or substitute Key Personnel, as defined in this Agreement, are allowed as described below:
1) Up to 10% of each annual budget amount or $10,000, whichever is less, is allowed with approval of the State’s Contract Project Manager, or as otherwise agreed to by the Parties and documented on Exhibit B; provided, however, that University will submit a revised budget reflecting such changes with any invoice based on the revised budget.
2) Exceeding 10% or $10,000, whichever is less, of the last approved budget require the State’s Contract Project Manager’s prior approval and require a formal amendment to this Agreement. The University will submit a revised budget to the State for approval.
Budget transfers that would cause any portion of the funds to be used for purposes other than those consistent with the original intent of this Agreement are not allowed.
Revisions and/or changes pursuant to Section 14.D.2 require a formal amendment to this Agreement.
5. The following subparagraph is added to Section 14, paragraph A. Reimbursement.
The State Contracting Manual Section 7.30 CONTRACT BUDGETS, paragraph B indicates that a consulting services contract must contain the following items to meet requirements of Public Contract Code §10371(c): - Personal service costs showing individual or position rates per unit of time; - fringe benefits cost citing actual benefits or a percentage of personal services cost; - operating expenses including rent and supplies; - equipment costs specifying equipment to be bought and the disposition of equipment at the end of the
contract; - travel expenses and per diem rates set at the rate specified by CalHR for similar employees or verification
supplied that such rates are not available to the contractor; - overhead; and - other specific breakdown required.
To the extent that this Agreement is a consulting services contract as defined by Public Contract Code §10335.5, then Exhibit B must contain sufficient detail to obtain CDE and DGS approval in accordance with PCC §10371(c).
6. Section 16, paragraph B is revised to add the following to the end of the paragraph:The University’s Key Personnel will prioritize Deliverables identified in Exhibit A1 over ancillary reports or publications resulting from work performed under this Agreement. The details of such prioritization are set forth in a letter executed by the principal investigator (PI) for the project.
7. Section 16, paragraph C is replace in its entirety as follows:C. Any publications shall contain the following acknowlegement and disclaimer:
“This publication is based (in part) upon research conducted by the University on behalf of the California Department of Education. Any opinions, findings, and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the position or policy of the California Department of Education.”
Exhibit G1 – Special Conditions for Web Products (if applicable)If the Scope of Work or project requires the University to develop, modify, maintain or deliver any type of Web product (which includes but is not limited to a Web page, Web site, Web document, Web application or other Web product or service), the University shall adhere to the following:
1. All Web site and application pages/documents that can be seen by users must be reviewed and approved as required by the CDE’s DEAM 3900 process. University agrees to work through the CDE Contract Monitor to ensure the DEAM 3900 process is implemented.
2. Web sites and Web applications must adhere to the appropriate CDE Web standards as specified at http://www.cde.ca.gov/re/di/ws/webstandards.asp.
3. If not otherwise specified in Exhibit A1, the format, specifications and other technical aspects of all Web products identified as Deliverables on Exhibit A1 shall be as reasonably requested by the CDE.
4. All Web product identified as a Deliverable on Exhibit A1 shall include, unless expressly provided otherwise on A1, any source code, collected data and/or project documentation that exists for such Web product. Unless otherwise specified on Exhibit A1, such Deliverables shall be delivered by the University to CDE within 30 days of the first online implementation of the Web product.
5. The Parties shall endeavor to include “annual updates” on Exhibit A1 when applicable. Nonetheless, in the event the Web product is regularly or periodically modified, enhanced, updated or improved by the University following the first implementation, the Parties agree that Exhibit A1 shall require the University to provide CDE with the most recent version of all Web product deliverables at least:
a. On the contract date anniversary (during the term and any extension of the term); and
b. Upon termination or expiration of this Agreement.
6. In the event Exhibit A1 includes monthly reports for Web products, University shall monitor such Web product (typically a Web site or application) during the month as best practices may dictate to identify and correct the following issues:
a. Broken links,
b. Dated content,
c. Usability issues,
d. Circumstances where a website user does not follow the website conditions, and
e. User Complaints.
7. University agrees to not knowingly violate any proprietary, personal or privacy rights or laws in the development and maintenance of Web sites or Web applications (i.e., privacy, confidentiality, copyright, commercial use, hate speech, pornography, software/media downloading, etc.).
8. For projects where University is obligated to maintain a Web site, University agrees that any Web applications, Web sites, data or other files which may be needed to restore the system in the event of disaster are backed up and that a detailed, tested, disaster recovery plan exists for prompt restoration.
Exhibit G2 – Special Conditions for Educational Data (if applicable)If the Deliverables on Exhibit A1 describe Databases or Data sets related to K-12 education, the University shall adhere to the following:
A. Definitions: The following definitions apply to this Exhibit G2 (Education Data) only.
“Confidential Information” – See AB20 Definitions, Clause 1 and the end of Exhibit C
“Data” -- See AB20 Definitions, Clause 1 and the end of Exhibit C.
“Preferred Variation” means the particular variation of the name, definition, and format for a Data element or code set that is used by CDE to maintain order and consistency in its Data. To date, hundreds of common Data elements have been specified by the CDE (contact the Data Management Division for the most recent published list of Preferred Variations).
B. Data Formatting and Delivery: All Data to be delivered that contains Confidential Information, including personally identifiable information (PII) or student-level Data, shall i) be in a format, ii) use nomenclature, iii) be delivered in compliance with security protocols, and iv) meet any other specifications, all as set forth in Data delivery and file layout specifications approved by the CDE Educational Data Management Division through the process described below:
1. Data Delivered to CDE: Unless otherwise agreed by the Parties in writing, University shall use CDE’s Preferred Variation of each data element and data set and provide a draft file layout specification, which shall be provided at least 12 weeks prior to Data delivery. In the event that CDE has not yet formulated a Preferred Variation for a particular Data element or data set, University shall consult with CDE to reach a resolution. University shall cooperate with CDE and shall make each change to the proposed Data delivery and file layout specification that is requested by the CDE in order to gain written approval. Thereafter, all PII and Student-Level Data shall be delivered in a file conforming to the approved Data delivery and file layout specifications, as they may be revised from time-to-time. In addition, all PII and Student-Level Data deliveries to the CDE shall be accompanied by a complete Data Dictionary that describes and defines in detail the meaning of all symbols, abbreviations, codes and other descriptors contained in the file provided by University to the CDE. The Data provided to CDE shall comply with such details.
2. Data Delivered to Contractor: Unless otherwise agreed by the Parties, if a Scope of Work specifies
the delivery of PII or Student-Level Data from CDE to Contractor, at least 6 weeks prior to the first scheduled Data delivery, University shall submit a draft file layout specifications to the CDE for approval. The CDE will review the requested specifications for inconsistencies, data definitions that do not align with CDE’s preferred variations and for data elements that do not yet exist or need extraction, redaction, compilation, aggregation or the like. The CDE will indicate to University whether the request can be met and CDE’s estimated costs to meet such requirements. The Parties shall revise the Data delivery and file layout specifications until mutually acceptable. If agreed in writing in advance, CDE may charge University for its reasonable costs, including staff time, computing time and materials, in order to meet Contractor’s requested specifications.
University acknowledges that CDE maintains and uses Data collected from a variety of diverse sources and that compliance with these Data formatting and delivery provisions is necessary to maintain Data order and for the consistent and effective use of Data by the CDE, regardless of the source of the Data and regardless of how the Data has been collected, developed, matched, aggregated, linked, connected or otherwise generated for use by the CDE.
