Legal Affairs


Staff
  • Carla Ferrari Lugo, Esq.
  • R&D Center Legal Advisor
  • asesorialegalcid@uprm.edu
  • (787) 832-4040 x-5250, 5252

  • Contact Info
  • (787) 832-4040 x-5250
  • directorcid@uprm.edu
  • Thursdays/9:30am – 4:30pm
  • R&DC Director’s Office JD-2

  • Services

    The Legal Advisor to the Director provides support to the R&DC’s Director on legal issues concerning government ethics, UPR rules and regulations, internal procedures, and others. Also reviews professional service contracts, agreements, memoranda of understanding (MOU’s), subcontracts, and any other document requiring the signature of the R&DC Director and UPRM Chancellor related to research. She also keeps compliance information updated, and monitors sub-awardee compliance information. These issues are critical in research administration nowadays.

    The following types of research-associated contracts and agreements are processed at the R&D Center:

    • Prime Agreements: These are the ones that federal or local agencies send to UPRM after a submitted proposal is approved. They establish the terms and conditions that will govern the relationship between the parties.
    • Subawards granted by UPRM: These are the ones that UPRM grants to other universities or entities, which are allowed by the prime agreement. The subaward establishes the terms and conditions that will govern the relationship between UPRM and the subawardee.
    • Subawards granted by other universities, entities or companies to UPRM: These are the ones that are granted to UPRM under a prime agreement between the awarding entity and a federal agency or company.
    • Professional Service Contracts: These are the ones awarded to a person that will offer its services (i.e: technical services, conferences, etc.). It should define clearly the services to be offered, the maximum amount to be paid for the services, the account number from which funds will be drawn to pay for those services and include all the UPRM mandatory clauses.

    Frequently Asked Questions on Contracts and Agreements

    Prime Agreements

    • Once my proposal has been accepted, what should I do?
      The federal or local agency that accepted the proposal has to send the prime agreement to UPRM.
    • Where should the agency send the prime agreement?
      To the Research and Development Center (R&DC)’s Office of the Director.
    • What happens once the prime agreement is in R&DC Director’s Office?
      It is revised by the Legal Advisor, and if approved, then passed to the Director for his signature.
    • What happens once the Director signs the prime agreement?
      The Principal Investigator (PI) must request the Budget Office to create an account for the project. He/she will receive a copy of the agreement at that moment.

    Subawards awarded by the UPRM-R&D Center

    • What is the first step in the process of granting a subaward to another institution or university?
      The PI must be sure that the prime agreement allows the subaward with other institutions or universities.
    • If I’m allowed to engage in a subaward agreement, what’s next?
      The PI should contact the R&DC Legal Advisor to start the process and get a copy of the subaward agreement template. The PI, with the advice of the legal unit, submits the subagreement document to the other party for comments and subsequent approval.
    •  If the other university or institution is okay with the subaward template, what should they do?
      They should fill in the necessary information and submit the completed subaward document via email to the PI with copy to the R&DC Legal Advisor at asesorialegalcid@uprm.edu.
    • If the other party has any objections or comments, what should they do?
      They should contact the R&DC Legal Advisor via email with their comments or objections, for their consideration.  No contract can be signed unless both parties agree on the terms.
    • What happens once the subaward is ready to sign?
      The PI should send the statement of work and budget, as well as any other attachments, to the R&DC Legal Advisor. This accompanies the document. The PI will then sign the subaward in the R&DC Office of the Director.
    • Once the subaward is signed by the R&DC Director and the PI, who sends the subaward to the other university or institution?
      The subaward is sent to the other party from the R&DC Office of the Director. Once signed, a fully executed copy of the subaward should be returned to the Director’s Office.

     Subawards granted to UPRM by other universities or institutions

    • What happens when UPRM is granted a subaward?
      The PI has to make sure that the subaward draft is received by the R&DC Legal Advisor for her revision.  Once revised, if changes are necessary, the Legal Advisor will contact the PI with the corresponding suggestions. She will contact the appropriate contact person in the other university/institution to discuss the suggestions.
    • Once the subaward is ready to sign, what happens?
      The subaward has to be sent to the Directors Office for the Legal Advisor final approval and the Directors signature.
    • Once the Director signs the subaward, what should the PI do?
      The PI must signed and initiate the subaward at the Director Office.
      Copy of the signed subaward will be provided to the PI.

    Professional Service Contracts

    • When can a professional service contract be granted?
      It can be granted to a person that will be hired for a specific task, such as conference speakers, technical services, etc.
      It is important to know that professional service contracts can only be granted when the task or job to be performed does not qualify as a position or job under the university specifications.
    • Once the PI determines that he needs a professional service contract, what proceeds?
      The contract template and the addenda are available at the R&DC web page. There he/she will also find the check list of the documents needed as well as instructions to fill out the contract. The PI will complete the required information and gather the corresponding signatures.
    • Once the other party signs the contract, what happens?
      The PI has to send the contract to the Director’s Office for obligation of funds.  The R&DCenter will verify the availability of funds for such expense and obligate the funds, prior to the final approval by the Legal Advisor, and the subsequent R&DC Director’s signature. See Attachment A (below) to determine if your contract needs the certification.
    • Who sends the contract to the Chancellor’s Office for the Chancellor’s signature?
      The contract will be send from the R&DC Director’s Office directly to the Chancellor’s Office, for the his signature.

    ATTACHMENT A 

    • What type of contracts need the Certification from the Comptroller Office?
      All professional service contracts that are granted in Puerto Rico and that have the following terms:
    • Contracts of amounts higher than $5,000.00.
    • Contracts with corporations that have a social security number (doesn’t matter the amount).
    • Which contracts DON’T need the certification?
      • Contracts of amounts less than $5,000.00 for a period of one year.
      • Contracts whose effective period is less than a year.

    Certifications and Policies

    Certifications: 

  •  Certification No. 93-140: Institutional Policy Regarding Intellectual Property (in Spanish)
  •  Certification No. 93-140: Institutional Policy Regarding Intellectual Property (in English)
  • Other Regulations

    List of Subcontractor Certifications

    Attachment C:  Subrecipient Certifications

    Subaward Annual Compliance Monitoring Form

  •  Conflict of Interest filed (applicable to proposal in NSF- 59 Fed. Reg. 25820 and PHS-42 CFR Part 50)
  •  Americans with Disabilities Act of 1990 – 42 USC 12101 et seq.
  •  Sex Discrimination- Title IX – 20 USC 1681-1688
  •  Age Discrimination Act of 1975 – 42 USC 6101 et seq.
  •  Research involving Recombinant DNA Molecules (if applicable)
  •  Endangered Species Act of 1973 – 16 USC 1531-1544
  •  Ship American Act – 46 USC App 1241
  • Checklist for Professional Service Contracts

    Professional service contracts that are granted to Puerto Rico residents must be accompanied by the following documents, depending on the amount of the contract:

    A) Contracts totaling less than $16,000.00:

    1. Registro de Comerciantes del Departamento de Hacienda (Merchants Registry Certification)
    2. Certificación Negativa de ASUME(Administración para el Sustento de Menores (No Debt for Child Support)

    B) Contracts totaling $16,000.00 or more:

    1. Certificación Negativa de Deuda de Hacienda (No Debt Certification from Puerto Rico’s Treasury Department)
    2. Certificación de Radicación de Planillas últimos cinco (5) años (Evidence of having Filed Income Tax during the past 5 years)
    3. Certificación por todos los conceptos del CRIM (Centro Recaudación de Ingresos Municipales)(No debt certification from CRIM – Municipal taxes)
    4. Certificación radicación planilla muebles – CRIM
    5. Certificación Negativa del Departamento del Trabajo y Recursos Humanos (No debt certification from Puerto Rico’s Human Resources Department)
    6. Certificación Negativa de ASUME(No Debt for Child Support)
    7. Registro de Comerciantes del Departamento de Hacienda (Merchants Registry Certification)

    C) When contracting with a Corporation:

    1. Certificate of Incorporation
    2. “Good Standing” of the Corporation with recent date
    3. Corporative resolution
    4.  Instrucciones- Persona Natural, menor de $16,000
    5.  Instrucciones- Persona Jurídica, menor de $16,000