D R A F T - for information only
ALL TERMS AND CONDITIONS OF ANY ACTUAL AGREEMENT REMAIN NEGOTIABLE UNTIL THE EXECUTION OF A WRITTEN AGREEMENT. ONLY THE SPONSORED PROJECTS OFFICE HAS THE AUTHORITY TO NEGOTIATE THESE AGREEMENTS.

MEMORANDUM AGREEMENT

(work performed by the Laboratory for the Campus)

Between the University of California, Berkeley

and _________________ National Laboratory

This Memorandum Agreement (hereinafter called Agreement) is entered into by and between the University of California, Berkeley (hereinafter called "Campus") and the _________________ National Laboratory (hereinafter called "Laboratory") both of which are governed by The Regents of the University of California for [a portion of the work originally awarded to Campus from prime Sponsor and agreement number].

The Regents of the University of California manage and operate the Laboratory for the U.S. Department of Energy and are obligated to comply with the terms and conditions of its Prime Contract No. _________________ with the United States Government (hereinafter called "Government") represented by the U.S. Department of Energy (hereinafter called "Department" or "DOE") when providing goods, services, products, processes, materials, or information to the Campus under this Agreement.

The Parties mutually agree to the following terms and conditions:

I. SCOPE OF WORK

The research [or service] to be provided under this Agreement shall be in accordance with the Scope of Work and the Laboratory proposal entitled "_________________," dated _________________, incorporated herein by reference [or in accordance with the attached Exhibit A]. The Scope of Work may be modified by mutual agreement of the Parties to this Agreement.

II. PERIOD OF PERFORMANCE

This Agreement will be effective as of the latter date of (1) the date on which it is signed by the last of the Parties hereto, or (2) the date on which it is approved by DOE, if required, or (3) the receipt of the advance payment. Laboratory shall inform Campus of actual start date of work. The end date shall be _________________ [or _________________ months after the effective date of this Agreement.]

Except as necessary to comply with any reporting and close-out procedures, Laboratory shall discontinue performance of work on the end date cited above unless Campus extends the period of performance by written notice to Laboratory, as agreed upon by both parties in accordance with Article VI, Amendments.

III. AMOUNT OF AWARD

A. Campus will reimburse Laboratory for actual work performed under this Agreement up to $___________. Campus has currently obligated $___________ as the maximum amount to be reimbursed to Laboratory.

B. No costs incurred prior to the start date of this Agreement as stated above in Article II are authorized.

C. Laboratory shall not incur costs and Campus shall not be obligated to make any payments under the Agreement in excess of the amount obligated in the absence of a written modification or notice from Campus-authorized Contract Officer named in Article IX.

IV. FISCAL AND ADMINISTRATIVE STANDARDS

Allowable costs and administration shall be governed by standards set forth in Laboratory DOE Prime Contract No. _________________ between the DOE and The Regents of University of California, this Agreement, and the _________________ (prime Sponsor), in that order of precedence.

V. INVOICING AND PAYMENT

A. The Campus shall provide sufficient funds in advance to reimburse the Laboratory for costs to be incurred in performance of the Scope of Work in this Agreement and the Laboratory shall have no obligation to performance of the Scope of Work in the absence of adequate advance funds. If the estimated period of performance exceeds 90 (ninety) days or the estimated cost exceeds $25,000, the Campus may, with Laboratory's approval, advance funds incrementally. In such a case, the Laboratory will initially invoice the Campus an amount sufficient to permit the work to proceed to 90 days and thereafter, invoice the Campus monthly so as to maintain approximately a 90-day period that is funded in advance. Payment will be made directly to the Laboratory. Upon termination or completion, any excess funds will be refunded by the Laboratory to the Campus.

B. Advance payment invoices and monthly invoices shall be prepared in accordance with Laboratory's standard practices.

C. Laboratory shall submit monthly invoices stating actual expenditures to

(Name of Campus Principal Investigator and appropriate address.)

D. Advance payment shall be made by check to The Regents of the University of California, include the remittance invoice number, and be mailed to the address indicated on the invoice.

E. Laboratory shall provide Campus with an invoice marked "Final Invoice," within sixty (60) days of the project end date or within sixty (60) days of the termination date, whichever comes first, notifying Campus that no further invoices and charges are forthcoming. Laboratory shall return any unused advanced funds.

VI. AMENDMENTS

All amendments or modifications to this Agreement shall be in writing signed by the authorized Contracts Officers in Article IX and shall be by mutual consent of the Parties.

VII. REPORTS

Laboratory shall furnish Campus technical progress reports as required by the Campus Principal Investigator. A final technical report shall be submitted to Campus within sixty (60) days of the project end date or within sixty (60) days of the termination date, whichever comes first. Reports are to be submitted to:

(Name and address of Campus Principal Investigator )

VIII. TERMINATION

This Agreement may be terminated without cause by either party upon 30 (thirty) days prior written notice to the other Party. Campus shall reimburse Laboratory for noncancellable obligations and allowable costs (including closeout costs) incurred to the effective date of termination.

IX. AUTHORIZED PERSONNEL

The following individuals are authorized to negotiate, modify, or terminate this Agreement:

(Laboratory Contract Officer)

(Campus Contract Officer)

The following individuals are authorized within the Scope of Work to provide technical direction or request supporting services for the Campus:

(Campus Principal Investigator)

Laboratory work shall be conducted by:

(Name of Laboratory Principal Investigator or person in charge of work).

X. TITLE TO PROPERTY

Equipment is defined as non-expendable, tangible, personal property which has an acquisition cost of $1,500 or more, is free-standing, and has a normal life expectancy of two years or more. Title to purchased equipment shall remain with The Regents of the University of California. All property under the $1,500 threshold shall vest with the Government.

XI. GENERAL PROVISIONS

The document "Work for UC Campuses by UC National Laboratories General Provisions," dated ________, is incorporated herein by reference and is modified by the following:.

[Guidance: When it is determined that the Campus is providing material or equipment, or sending its employees to the Laboratory as part of the Scope of Work, or where the Campus has directed that specific activities not normally performed by the Laboratory be performed as part to of the Scope of Work, Article 4 "General Indemnity" shall apply to the project.]

General Provision Article 4, "General Indemnity": ____ is     ____ is not applicable.

XII. SPECIAL PROVISIONS

XIII. ACKNOWLEDGMENT

The Parties to this Memorandum Agreement hereby acknowledge concurrence with the Scope of Work and other administrative matters herein.

AUTHORIZED: University of California, Berkeley

By: _________________________________________________________

Title: ________________________________________________________

Date: ______________________________

ACCEPTED: _________________________________ National Laboratory

By: _________________________________________________________

Title: ________________________________________________________

Date: ______________________________