Business Contracts FAQ

University personnel are not authorized to execute contracts without a formal written delegation, except as a result of administrative responsibilities specifically outlined in University policies (such as the Academic Personnel Manual or a Business and Finance Bulletin). The University is under no obligation to honor unauthorized commitments, and University personnel who enter into contracts that are not within the scope of their authority may be personally liable for the unauthorized commitment.

In accordance with campus Delegation of Authority 1058, specific members of Office of Business Contracts and Brand Protection (BCBP) have been delegated the authority to execute various service contracts, on behalf of The Regents of the University of California, to implement approved programs and activities, where the University is the supplier of the service covered by the contract. Most of the contracts on campus are executed by the following four contracting offices with delegated authority:

• Business Contracts and Brand Protection (BCBP);
• Industry Alliance Office (IAO); • Sponsored Projects Office (SPO);
• Supply Chain Management (SCM/Procurement); or
• Capital Strategies (Real Estate)

Each contracting office on campus has a specific area of responsibility. University faculty, researchers, and staff are responsible for contacting the appropriate contracting office for their specific transaction with an outside party. Business Contracts and Brand Protection (BCBP) reviews, drafts, negotiates, and executes business contracts for UC Berkeley on behalf of The Regents of the University of California (UC Regents). Contracts processed by BCBP include:

• Revenue producing contracts, including licensing of University business intellectual property, such as copyrights and trademarks
• Contracts to support continuing and professional education
• Contracts for student internships with hospitals, clinics, social service agencies, and school districts and
• Contracts for outside use of the University's unique facilities and departmental services

BCBP does not process contracts related to:

• Procurement activities
• Research activities for federal, state, and non-profit
• Research activities for industry, and material transfers
• Activities undertaken by Individual faculty members and/or students in their personal capacity.

Guidance to contracting at the University is provided in the University of California, Berkeley Contracting Guide and assistance to determine the appropriate contracting office can be found with the Contracting Office Decision Tree (https://bcbp.berkeley.edu/contracting-berkeley).

When a procurement contract includes a small revenue component in the form of a percentage of money collected by the vendor coming back to the University, BCBP will support SCM to the extent any unique terms are required for the contract (e.g., branding, or other IP clauses). When a research project is funded that later requires the PI to perform services under existing funding, BCBP will process the contract, and work with SPO and IAO on review of unique terms. Please note however, that BCBP is not authorized to handle any aspects of the “close out” of these funded projects.

When a services agreement processed by BCBP has a portion of incoming revenue that must be dispersed to a subcontractor, BCBP will work with SCM to review and approve the appropriate vendor agreement. Please note, however, that BCBP is not authorized to handle any funds-out aspects of these projects.

BCBP is currently working with SPO, IAO and SCM to process these hybrid projects more efficiently.

BCBP has the delegation to execute contracts associated with business relationships, non-common goods and services, strategic alliances, and copyrights. BCBP will only execute contracts in accordance with the applicable University policies and procedures governing the particular transaction, including but not limited to Business and Finance Bulletins, University policies, and relevant guidelines issued by the appropriate functional areas within the UC Office of the President.

Guidance to determine the appropriate contracting office can be found with the Contracting Office Decision Tree (https://bcbp.berkeley.edu/contracting-berkeley).

All departments working with BCBP must submit a request for contract review and execution through BCBP’s contract management system (BCMS).

Prior to submission of the request, departments are responsible for providing the scope and objectives of the proposed contract, the institutional interests to be served, and an assessment of any potential risk and financial impact. Departments are also responsible for making business and programmatic decisions regarding the contract and contract performance. Although BCBP may have the authority to execute business contracts for the University, campus departments are responsible for obtaining contract approval at the appropriate level prior to submitting a request for review to BCBP. For example, a contract of special institutional significance may require the appropriate Vice Chancellor’s review and approval.

Departments should have the following items prepared prior to the initiation of a request for the review of a proposed contract:

• Scope of Work,
• Payment and deliverable schedule,
• Draft or template contract, if available, and
• Any previous contracts with the same entity.

Information on the submission process can be found on the BCBP web page entitled Business Contracts and Brand Protection: Business Contracts (https://bcbp.berkeley.edu/contracting-berkeley).

All departments working with BCBP must submit a request for contract review and execution through BCBP’s contract management system (BCMS). BCBP asks for all communications regarding each request for contract review to be through BCMS. Note that all communications utilizing BCMS will come from BCMSHelp@berkeley.edu(link sends e-mail).

Guidelines for a scope of work can be found here: https://bcbp.berkeley.edu/business-contracts/getting-started-bcms. BCBP cannot start work on a contract request without the following information:

• Information on the Other Party, including name and address
• Clearly defined scope of the services that will be provided by the University
• Timeline for services to be completed
• Any deliverables, especially if any written work or materials will be provided
• Total revenue that will be received for services and any payment schedule
• All obligations for any of the parties involved.

Our Contract Specialists will work with you to help you understand which contract terms can and cannot be agreed to. We will consult with other UC Berkeley offices as necessary to obtain the appropriate business, policy, risk, and legal review.

Once a contract is signed, it may be amended, for example to revise the scope of work, extend the term, or increase funds. However, an amendment to an existing contract needs to be executed, prior to the expiration of the original agreement. If the term of the original contract has expired, a new contract may be needed, even if the transaction is with the same outside party for the same type of transaction.

A previously-executed contract may not be used by the department as a “template” for similar work with new parties, although it may be uploaded into BCMS as an example

BCBP has helped a number of Departments develop templates for routine services that they provide. However, BCBP has a vigorous process for approving a Departmental template, vetting the contract through subject matter experts, including Office of Legal Affairs and Risk, annotating it, and then making it available for subsequent use by Departments. This results in a streamlined process for executing business contracts, provided there are no substantial changes made to the template.

The existence of a BCBP template does not entitle the Department to use it in perpetuity. Often, a template will need to be revised based on changes in law, regulations, or UC policy .

Training guides for BCMS Preparers and Requesters can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_d...) and for BCMS Coordinators can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_c...).

Every department is required to designate a Departmental Coordinator who approves the project before the request is accepted in the BCBP review queue. Further information on BCMS can be found on the website entitled Business Contracts and Brand Protection: Business Contract Management System (https://bcbp.berkeley.edu/business-contracts/getting-started-bcms).For questions or assistance, reach out to bcmshelp@berkeley.edu(link sends e-mail) or come to a BCMS training.

BCMS can be located here(link is external): www.bcms.berkeley.edu(link is external).  If you do not have a BCMS account, please reach out to bcmshelp@berkeley.edu(link sends e-mail) and request access.

Training guides for BCMS Preparers and Requesters can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_department_contract_requesters_and_preparers.pdf) and for BCMS Coordinators can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_contract_coordinators2.pdf).

To communicate about a contract, click on the "Messages" tab in the Business Contract Management System (BCMS). Note that all communications through the system will appear to originate from BCMSHelp@berkeley.edu(link sends e-mail) (instead of the individual sender).

Please note that you should always respond to a message using the "Messages" tab, not a reply e-mail; otherwise, your message will not become part of the historical record.

Finally, select one or more recipients, including the assigned Specialist, by checking the box next to their name under "EMail To". The system does not automatically send any messages to the recipient unless their name is selected

It is important for the Department to understand the overall contracting process and include sufficient lead time in their requests to allow BCBP to complete its responsibilities.  The time for an contract to be reviewed and executed depends on a variety of factors, including the complexity of the contract and the current queue being reviewed by our office.

Information on the contracting process can be found on the BCBP web page entitled Business Contracts and Brand Protection: Business Contracts (https://bcbp.berkeley.edu/business-contracts).

After BCBP reviews and signs an contract, the Department becomes the office of record, which means that the department is responsible for the ongoing management of the contract.  Among other things, the department is responsible for:

• Maintaining the original contract (in accordance with the University records retention policy),
• Ensuring performance obligations are met,
• Managing deadlines,
• Managing budget,
• Invoicing and receiving payment (assistance can be sought with your Divisional Finance Lead),
• Obtaining necessary insurance documentation (if required by the contract) from Risk Services,
• Sending requests for contract extensions or renewals to the appropriate contracting office, and
• Keeping documents that might be needed for an audit or Public Records Act (PRA) request.

All questions regarding insurance and the certificate of insurance should be addressed to the University’s Risk Services Office at risk@berkeley.edu(link sends e-mail)

If the contract requires the Other Party to have insurance, the Department needs to obtain the certificate of insurance from the Other Party and provide a copy of the applicable certificate of insurance to Risk Services (mail code: 1120 attn: Janice Hing).

All questions regarding financial transactions related to the services contract should be addressed to your Divisional Finance Lead.

No, unfortunately BCBP does not have the authority or infrastructure to sign Letters of Commitment or certifications at the outset of proposal submission, or at the close of an awarded project for services.

Your original contract should have the specifics detailing how to terminate .  Any additional questions regarding termination should be addressed to BCMSHelp@berkeley.edu(link sends e-mail).

Please provide the notice of termination to BCMSHelp@berkeley.edu(link sends e-mail).

Immediately forward the notice to BCMSHelp@berkeley.edu(link sends e-mail) and to the University’s Office of Legal Affairs.