Contract Fundamentals at Fresno State Doug Carey, Grants Administrator Office of Research and Sponsored Programs California State University, Fresno

2 Contract Fundamentals 1)Is That A Contract or A What? 2)Expediting the Process 3)Whos Who in Contract Lingo 4)What Are We Looking For? 5)Other Parts of Wise Subcontracts Office of Research and Sponsored Programs

3 1) Is That A Contract or A What? Contract Contract Grant Grant Both are contracts, i.e. written Both are contracts, i.e. writtenagreements So whats the difference? So whats the difference? Come to us! We will walk you through all of this….

4 Synonym for a contract Synonym for a contract When two or more entities agree to something, the contract is where they write all of that down. When two or more entities agree to something, the contract is where they write all of that down. Then they sign it. That act makes the contract binding. Then they sign it. That act makes the contract binding. At Fresno State, only AORs (Authorized Organizational Representatives) can sign. At Fresno State, only AORs (Authorized Organizational Representatives) can sign. What is an agreement?

5 A formal document detailing reciprocal obligations between parties; Can include nearly anything agreed to between parties A formal document detailing reciprocal obligations between parties; Can include nearly anything agreed to between parties Normally details compensation issues and scope of work Normally details compensation issues and scope of work Legally binding in a court of law Legally binding in a court of law A Contract: A Quick Definition

6 Grant Grant o Project conceived by Principal Investigator o Agency supports or assists o Principal Investigator defines, details, and retains scientific freedom o Agency maintains cognizance o Unilateral So … whats the difference?

7 Contract Contract Project conceived by agency Project conceived by agency Agency procures services or goods Agency procures services or goods Agency exercises direction or control Agency exercises direction or control Agency closely monitors Agency closely monitors Bilateral Bilateral So … whats the difference?

8 Grant Grant Award documents have general conditions Award documents have general conditions Re-budgeting can be flexible Re-budgeting can be flexible Publication rights, patent rights, and so on favor Principal Investigator Publication rights, patent rights, and so on favor Principal Investigator Annual reports Annual reports So … what are the results?

9 Contract Contract Award documents are longer and more detailed Award documents are longer and more detailed Re-budgeting is less flexible Re-budgeting is less flexible Agency may ask for prior review of publications Agency may ask for prior review of publications Reports may be monthly and more detailed Reports may be monthly and more detailed So … whats the difference?

2) Expediting the Process Include your grant administrator early in the process. Include your grant administrator early in the process. Even if its just a contract, theres still a scope of work being discussed. Even if its just a contract, theres still a scope of work being discussed. 10

What we need Project Information Form (PIF) Project Information Form (PIF) Scope of Work/project narrative Scope of Work/project narrative Line-item budget Line-item budget Indirect cost policy Indirect cost policy Conflict of Interest form (when necessary) Conflict of Interest form (when necessary) 11

Before beginning work… Working with your grant administrator early can prevent delays at post- award stage. Working with your grant administrator early can prevent delays at post- award stage. Allow time for contract review process. Allow time for contract review process. A smooth set up streamlines your post-award phase. A smooth set up streamlines your post-award phase. 12

13 Multiple reviews and approvals are needed. Multiple reviews and approvals are needed. Legal Review is critical Legal Review is critical Why so thorough? Why so thorough? o If we get it right, we streamline your post- award phase. o If we get it right, we reduce your administrative burden. o To get it right, we depend on your cooperation. Start early! Come to us early! Start early! Come to us early! Timetable & Review Process

14 Come to us. We translate the contract-ese Come to us. We translate the contract-ese o Vendor o Consultant o Contractor; Subcontractor o Prime/Primary Contractor o Subrecipient o Partner o Collaborator o Consortium 3) Whos Who In Contract Lingo

15 Contract with an entity or business that results in the professional services of an individual Contract with an entity or business that results in the professional services of an individual A business relationship; Not an employee relationship A business relationship; Not an employee relationship Cannot be a Fresno State employee in a Fresno State Proposal or Contract Cannot be a Fresno State employee in a Fresno State Proposal or Contract Common Question: Is A Consultant A Contractor? Yes! Common Question: Is A Consultant A Contractor? Yes! A Quick Example: The Consultant

16 A.K.A., Subrecipient or Subawardee A.K.A., Subrecipient or Subawardee Any organization or person with whom you have a written agreement (a contract) Any organization or person with whom you have a written agreement (a contract) Generally synonymous with Contractor, but normally subordinate to a prime contractor Generally synonymous with Contractor, but normally subordinate to a prime contractor Is your external evaluator a subcontractor? Is your external evaluator a subcontractor? o YES Subcontractor

17 A Contractor responsible for the work of additional subcontractors functioning from one primary client or source of revenue A Contractor responsible for the work of additional subcontractors functioning from one primary client or source of revenue When Fresno State is a prime contractor, it is held responsible for performance (or non-performance) of its subcontractors. When Fresno State is a prime contractor, it is held responsible for performance (or non-performance) of its subcontractors. Prime/Primary Contractor

18 Lots and lots….. Lots and lots….. Is the contractor name "California State University, Fresno Foundation? Is the contractor name "California State University, Fresno Foundation? Billing and Payment Terms Billing and Payment Terms Timely Reimbursement Timely Reimbursement Source documents attached to invoices Source documents attached to invoices Compliant with CSU travel regulations Compliant with CSU travel regulations Termination clauses Termination clauses Insurance requirements Insurance requirements –Come to us! Well walk you through it all…. 4) What Are We Looking For?

19 Do patents and copyrights generally remain the property of the principal investigator/project director? Do patents and copyrights generally remain the property of the principal investigator/project director? Does the contract limit the faculty members rights to publish? Does the contract limit the faculty members rights to publish? Does the contract contain a confidentiality clause that will undermine the right to publish? Does the contract contain a confidentiality clause that will undermine the right to publish? Protecting Faculty Rights

20 Need: Explain sources of cost share. Need: Explain sources of cost share. Why? Cost share monies are also subject to audit. Why? Cost share monies are also subject to audit. This is true for all contracts (including grants). This is true for all contracts (including grants). Cost Sharing: What Is the Big Deal?

21 Why is cost share a big deal for all contracts and grants? Why is cost share a big deal for all contracts and grants? Sponsors look at cost share to see if institution is on board. Sponsors look at cost share to see if institution is on board. Sponsors look at cost share to see if internal resources are being leveraged. Sponsors look at cost share to see if internal resources are being leveraged. Sponsors can ask for proportional return of their funds if cost share is not met. Sponsors can ask for proportional return of their funds if cost share is not met. Cost Sharing: What Is the Big Deal?

22 5) Other Parts of Wise Subcontracts Statement of Work (generally, Attachment A) Statement of Work (generally, Attachment A) Line Item Budget (generally, Attachment B) Line Item Budget (generally, Attachment B) Source of the funding information Source of the funding information Key Personnel By Name Key Personnel By Name o …but do not forget to tie name to a position o Post award bills by position

23 A good statement of work will include goals, objectives, time frame, and deliverables. A good statement of work will include goals, objectives, time frame, and deliverables. It should facilitate and make contract management an easy process. It should facilitate and make contract management an easy process. It should streamline your project reports. It should streamline your project reports. Statement of Work (a.k.a., Scope of Work)

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Contact us Doug Carey, Grants Administrator Office of Research and Sponsored Programs Web: Twitter: fresnostateORSP Web: Twitter: fresnostateORSP 25