HomeMy WebLinkAboutMINUTES - 03301993 - 1.2 (2) TO: BOARD OF SUPERVISORS 2'®
FROM: Mark Finucane, Health Services Director ,`�i.1
Contra
By: Elizabeth A. Spooner, Contracts Administrat Costa
DATE: March 18, 1993 County
SUBJECT: Approve Master Grant Agreement #29-388-7 with the State Department
of Health Services for AIDS Program Funding for FY 1992-93
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
A. Approve and authorize the Chair, Board of Supervisors, to execute
on behalf of the County, the required Certification Regarding
Lobbying and Master Grant Agreement #29-388-7 (State #92-15010)
with the State Department of Health Services effective July 1,
1992 through June 30, 1993 in the amount of $157, 038 to fund the
County's AIDS Program (Pilot Care Project) during FY 1992-93 ; and
B. Authorize William B. Walker, M.D. , County Health Officer, to
execute a Memorandum of Understanding for County's AIDS Program.
II. FINANCIAL IMPACT:
Approval of this agreement with the State will result in $157, 038 of
funding for the County's AIDS Program (Pilot Care Project) during FY
1992-93 . No County match is required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
The Master Grant Agreement procedure was initiated by the State in FY
1989-90 to streamline the contracting process between the State and
local health jurisdictions for AIDS Program funding.
The Master Grant Agreement incorporates a Memorandum of Understanding
(MOU) to define the services to be provided and the budget of the AIDS
Program (Pilot Care Project) . The MOU is to be negotiated by staff of
the State Office of AIDS and County AIDS Program representatives. The
State only requires signature of the MOU by the State Office of AIDS
Chief and the County Health Officer. This will streamline and
expedite the contracting procedure for the AIDS Program as only formal
amendments to the Master Grant Agreement will require County Board of
Supervisors and State Department of Finance approval.
The Board Chair should sign nine copies of the Standard Agreement,
eight of which should be returned to the State Department of Health
Services.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEAT N OF BOARD C MMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON _ Q 3 APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS 1 THE DATE SHOWN.
Contact: Wendel Brunner, M.D. (510) 370-6712 3
CC: Health Services (Contracts) ATTESTED _
Auditor-Controller (Claims) Phil Batchelor, Clerk of the Board of
State Dept. of Health Services upelvwrsaWCA=tyAdMM&atot
M382/7-83 BY DEPUTY
STgTE OF CALIFO'NI;r. _
_ 1 - a
STANDAF4D AGREEMEN 1 oRNEY GENERAL IROVEDBYTHE
CONTRACT NUMBER AM.NO.
STD.2(REv.5-91) 92-15010
TAXPAYER'S FEDERAL EMPLOYER IDENTIFICATION NUMBER
THIS AGREEMENT,made and entered into this 1 St day of1111I '19 -C) -
in the State of California,by and between State of California,through its duly elected or appointed,qualified and acting
TITLE OF OFFICER ACTING FOR STATE AGENCY
(`hiaf PPgram St Ippnrt R anch rant of Haalth Ran/ir�ac ,hereafter called the State,and
CONTRACTOR'S NAME 2 9 " '3
^ ^
County of Contra Costa (�J( y[ ,hereafter called the Contractor.
WITNESSETH: That the Contractor for and in consideration of the covenants,conditions,agreements,and stipulations of the State hereinafter expressed,
does hereby agree to furnish to the State services and materials as follows: (Set forth service to be rendered by Contractor,amount to be paid Contractor,
time for performance or completion,and attach plans and specifications,if any.)
1. Term of Master Grant Agreement
The term.of this Master Grant Agreement shall be from July 1, 1992 through June 30, 1993, and is of no force and
effect until it is approved by the STATE and the CONTRACTOR.
2. Maximum Amount Payable
A. The maximum payable by the STATE to the CONTRACTOR under this contract shall not exceed$157,038.00.
B. The CONTRACTOR agrees that, if during the term of this contract the Department determines that the
maximum amount specified in paragraph 2A of this contract will not be expended, the STATE reserves the
right to reduce the contract amount. This reduction may be imposed in the event of under utilizing items
specified in the Memorandum of Understanding (MOU) and/or if it is determined the rate of expenditure is
such that the contract amount specified in paragraph 2A of this agreement will not be fully expended, as
indicated by monthly invoices, performance reports, or other sources of data. Such changes shall be
documented in writing, as stated in paragraph 20, Contract Amendment.
CONTINUED ON 5 SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER.
The provisions on the reverse side hereof constitute a part of this agreement.
IN WITNESS WHEREOF,this agreement has been executed by the parties hereto,upon the date fust above written.
STATE OF CALIFORNIA CONTRACTOR
4GENCY CONTRACTOR Ill other than an individual state w th x a corporation,padnership,etc)
Department of Health Services County of Contra osta
BY(AUTHORIZED SIGNATURE) BY( UTHORI�p S16MA )
> � � �54+^
'RINTED NAME OF PERSON SIGNING PRINTED NAME AND TIT'E OF PERSON SIGNING
Ed Stahlberg Chair, Board of SLYerv_i_sors
TITLE ADDRESS
Chief, Program Support Branch 651 Pine Street., Mar;-iT.e t;r 94553
WOUNT ENCUMBERED BY THIS PROGRAM/CATEGORY(CODE AND TITLE) FUND TITLE Department of General Services
)OCUMENT Local Assistance General Use Only
$ 157,038'00 (0PTI0NALu E)
)R OR AMOUNT ENCUMBERED FOR Master Grant Agreement Contracts
r2S CONTRACT
$ ITEM 426x111 ,g q CHAPTER STATUTEFISCALYEAR
"OTAL AMOUNT ENCUMBERED TO
0- 4260-001-001=$Cl'Ig9 587 1992 1992/93
)ATE OBJECT OF EXPENDITURE(CODE AND TITLE)
$ 157,038.00 (see fiscal display for detail)
1 hereby certify upon my own personal knowledge that budgeted funds T.B.A.NO. B.R.NO.
are available for the period andpurpose of the expenditure stated above.
;IGNATURE OF ACCOUNTING OFFICER DATE •
E]'CONTRACTOR STATE AGENCY El DEPT.OF GEN.SER. CONTROLLER
TAT=CF CALIFORNIA - r
'3TANDARD AGREEMENT
..0.2(REV. 5-91) (REVERSE) ,
1. The Contractor agrees to indemnify,defend and save harmless the SLate,its officers,agents and employees
from any' and all claims and losses accruing or resulting to any and all contractors, subcontractors,
materialmen,laborers and any other person,firm or corporation furnishing or supplying work services,
materials or supplies in connection with the performance of this contract,and from any and all claims and
losses accruing or resulting to any person,firm or corporation who may be injured or damaged by the '
Contractor in the performance of this contract.
2. The Contractor,and the agents and employees of Contractor,in the performance of the agreement,shall
act in an independent capacity and not as officers or employees or agents of State of California.
3.The State may terminate this agreement and be relieved of the payment of any consideration to Contractor
should Contractor fail to perform the covenants herein contained at the time and in the manner herein
provided. In the event of such termination the State may proceed with the work in any manner deemed
proper by the State. The cost to the State shall be deducted from any sum due the Contractor under this
agreement,and the balance,if any,shall be paid the Contractor upon demand.
4. Without the written consent of the State,this agreement is not assignable by Contractor either in whole
or in part.
5. Time is of the essence in this agreement.
6. No alteration or variation of the terms of this contract shall be valid unless made in writing and signed by
the parties hereto,and no oral understanding or agreement not incorporated herein,shall be binding on
any of the parties hereto.
7. The consideration to be paid Contractor, as provided herein, shall be in compensation for all of
Contractor's expenses incurred in the performance hereof, including travel and per diem, unless
otherwise expressly so provided.
91 61014
Contractor:County of Contra Costa
Contract Number:92-15010
FISCAL DISPLAY
PILOT CARE PROJECTS
Amount Encumbered: $147,889.00
Program/Category: Pilot Care
Fund Title: Local Assistance
Rem: 4260.111-001 Chapter:587 Statute: 1992 Fiscal Year: 1992-93
Object of Expenditure: 92-51345-4494-701-05
Amount Encumbered: $9,149.00
Program/Category: Clearing Account
Fund Title: Federal Catalog #13.917
Item: 4260-001-001 Chapter: Statute: 1992 Fiscal Year:
Object of Expenditure: 92-95370.9210-701-05-953701-91
I
CONTRACTOR: County of Contra Costa
CONTRACT NUMBER: 92-15010
Page 2 of 6
3. Program Categories
Program activities, services, and categories to be funded through this Contract shall consist of some or all of the
following:
A. HIV Testing Program
B. Early Intervention Program (EIP)
C. Block Grant Funding
D. Education and Prevention (E&P)
E. Pilot Care Projects
F. Epidemiology and Research Projects
G. Education and Counseling in STD Clinics
H. Special Surveillance and Monitoring Activities
The responsibilities of the CONTRACTOR to supply the aforementioned program activities, services, and categories
shall be detailed and defined in specific MOUs executed between the State and the CONTRACTOR.
4. Program Contact
The name of the STATE's program contact, who will be authorized to request revisions, modifications or waivers
affecting this contract shall be provided by the STATE to the CONTRACTOR upon full execution of this contract.
5. Incorporation of Exhibits
A. The attached Exhibit "A", entitled "Sample Memorandum of Understanding", consisting of two pages, is
incorporated and made a part hereof by this reference.
B. The attached Exhibit "A-V, entitled "Equipment Purchased with State Funds", consisting of one page, is
incorporated and made a part hereof by this reference.
C. The attached Exhibit "A-2", entitled "Inventory of State Furnished Property", consisting of one page, is
incorporated and made a part hereof by this reference.
D. The attached Exhibit "A(F)", entitled "Additional Provisions (For Federally Funded Subvention Aid/Local
Assistance Cost Reimbursement Contracts/Grants)", consisting of 27 pages, dated 11/91, is incorporated
and made a part hereof by this reference.
E. The attached Exhibit "D", entitled "Nondiscrimination Clause", dated 5/83, consisting of one page, is
incorporated and made a part hereof by this reference.
F. The attached Exhibit "J", entitled "California AIDS Leadership Committee", consisting of one page, is
incorporated and made a part hereof by this reference.
6. Payment Provisions
A. Subject to the STATE'S right to approve, deny or modify any contract payment under any individual MOU,
the STATE will make contract payments to the CONTRACTOR according to the terms and conditions
specified in each individual MOU and MOU budget. In no case, however, shall the aggregate contract
payments exceed the maximum amount payable under this contract.
B. The consideration to be paid to the CONTRACTOR, as provided herein, shall be in compensation for all of
the CONTRACTOR'S expenses incurred in the performance hereof.
C. This contract is subject to the fiscal constraints imposed by the State and Federal funding authorities.
Should there be a reduction in the funding of the Governor's Budget and/or a reduction in Federal funding
which supports the contract, a corresponding reduction shall be made in the funding to the CONTRACTOR.
7. SaJary Adjustments
The CONTRACTOR must submit a written request to the STATE to receive prior approval for any temporary increase
CONTRACTOR: County of Contra Costa
CONTRACT NUMBER: 92-15010
Page 3 of 6
in employee percentage of time above the negotiated rate. The CONTRACTOR must have obtained this prior written
approval from the STATE before submitting any invoices which reflect the higher percentage of time. Invoices which
contain a higher percentage of time than negotiated and which do not have prior approval will be processed for
payment at the original negotiated rate. At no time will STATE reimburse CONTRACTOR for more than 100% per
each full-time equivalent (FrE) during any one pay period.
8. Correspondence Mailing Address
All Master Grant Agreement communications, shall be mailed to:
Department of Health Services
Office of AIDS
(INSERT "PROGRAM NAME" HERE)
P.O. Box 942732
Sacramento, CA 94234-7320
9. Materials Utilization
The CONTRACTOR agrees to the provisions as stated in Exhibit"J",entitled"California AIDS Leadership Committee".
On all material produced pursuant to this contract, Contractor agrees to acknowledge on said materials the State
contributed funds in whole or in part to the Contractor for the production of said material. The STATE reserves the
right to use and reproduce any and all materials produced pursuant to this contract and also reserves the right to
authorize others to use and reproduce such materials.
10. Confidentiality
Notwithstanding Exhibit A(F), paragraph 19, Public Health records relating to any program activity,service, category
executed in any MOU or referenced in this contract containing personally identifying information, which were
developed or acquired by local public health agencies shall be confidential and shall not be disclosed, except as
otherwise provided by law for public health purposes or pursuant to a written authorization by the person who is
the subject of the record or by his or her guardian or conservator.
11. Publicity
CONTRACTOR agrees to submit to the STATE for approval, prior to release, copies of any proposed publicity or
data collection results pertaining to this contract. The STATE reserves the right to modify or withdraw said publicity.
12. Contract - Generated Revenues
The CONTRACTOR shall place any income, generated by activities conducted under this contract, accruing to or
received by the CONTRACTOR, into a separate, identifiable account. Revenue generated by the CONTRACTOR as
a result of this STATE contract must be utilized to meet identified, agreed upon, program-related needs of the
CONTRACTOR, or must be returned to the STATE. Any revenues accruing to the CONTRACTOR, based on services
supported in whole or in part by the STATE pursuant to this contract, shall only be used to defray costs incurred
by the MOUS to measurably expand the program or improve the quality of services detailed in this contract, and
must be approved in writing by the STATE. The CONTRACTOR shall maintain adequate documentation of the
receipt and use of such funds and shall provide this documentation to the STATE upon request.
CONTRACTOR: County of Contra Costa
CONTRACT NUMBER: 92-15010
Page 4 of 6
13. Conflict of Interest
CONTRACTOR agrees that all reasonable efforts will be taken to ensure that no conflict of interest exists between
its officers, agents, or employees. CONTRACTOR will prevent employees, consultants, or members of governing
bodies from using their position for purposes that are, or give the appearance of being, motivated by a desire for
private gain for themselves or others, such as those with whom they have family, business or other ties. In the event
that the STATE determines that a conflict of interest situation exists, any increase in cost(s) associated with the
conflict of interest may be disallowed and such conflict may constitute grounds for termination of the contract. This
provision shall not be construed to prohibit employment of persons with whom the contract officers, agents and
employees have family, business or other ties so long as the employment of such persons does not result in
increased costs over those associated with employment of any other qualified applicant on a merit basis.
14. Subcontracts
All proposed subcontracts that apportion a part of the work to third parties must be filed with the STATE prior to
execution of the agreement with the subcontractor. The CONTRACTOR shall submit to the STATE a listing which
identifies the name of the subcontractor, the method by which the subcontractor was selected, and the total funding
to be paid to the subcontractor. The STATE reserves the right to disapprove any subcontractor.
15. Equipment
A. Any equipment purchased or provided by the STATE under this agreement shall be repaired, at no cost to
the STATE, if damaged while in the possession of the CONTRACTOR. Any equipment purchased or
provided by the STATE under this agreement shall be replaced at no cost to the STATE,with equipment of
same or greater value and capabilities, if it is lost or stolen while in the possession of the CONTRACTOR.
Said replacement(s) shall be the property of the STATE.
B. Purchase of equipment or furniture: All nonexpendable or sensitive equipment or furniture purchased
through a MOU with the Office of AIDS (OA) must be inventoried and accounted for. Nonexpendable
equipment or furniture is defined as any movable item with a unit cost of$500 or more and a life expectancy
of at least four years. Sensitive equipment or furniture is defined as any highly desirable portable item (e.g.
calculators, typewriters, dictaphones, microscopes, etc.), regardless of cost. Receipts for the purchase of
items of property that meet the preceding definition must be submitted to the OA and accompany the
Budget Expenditure Report for the period in which the item was purchased. Receipts must include the
make, model, serial number, actual cost, check number, and date the item was purchased. A copy of
Exhibit A-1, entitled, "Equipment Purchased with State Funds", must be attached.
16. Handicap Access
Unless specifically exempted,the CONTRACTOR and any of its subcontractors shall assure that any of their facilities
shall be accessible and usable by physically handicapped persons. It is the intent of this requirement that public
and private facilities including buildings, structures, sidewalks, curbs and related facilities meet California STATE
Access Standards, government Code Section 4460-4458 for Public Buildings, and Health and Safety Code Sections
19955-19959 for privately funded buildings.
17. Fiscal Documentation
Adequate documentation of each transaction shall be maintained for a period of three (3) years or until an audit is
completed, whichever comes first, to permit the determination of the allowability of expenditures reimbursed by the
STATE under this contract. If the allowability of expenditures cannot be determined because records or
documentation of the CONTRACTOR are nonexistent or inadequate, according to generally accepted accounting
practices, the questionable cost shall be disallowed by the STATE. In the event of findings of disallowed costs, the
CONTRACTOR has the right to appeal such findings pursuant to the conditions set forth in the attached Exhibit
CONTRACTOR: County of Contra Costa
CONTRACT NUMBER: 92-15010
Page 5 of 6
18. Assistance to STATE by CONTRACTOR in Monitoring Activities
The CONTRACTOR shall provide any necessary assistance to the STATE in carrying out its monitoring activities and
inspection rights as provided in this contract or MOU.
The CONTRACTOR shall make available all records, materials,data, information,and appropriate staff to authorized
STATE and/or FEDERAL representatives, and shall cooperate fully in the monitoring and audit processes.
19. Meetings
The CONTRACTOR shall make staff available to the STATE for training and meetings which the STATE may find
necessary.
20. Contract Amendment
Should either party, during the life of this contract, desire to change this contract, such changes shall be proposed
in writing to the other party who will,within 30 calendar days of receipt of the request,accept or reject the proposed
changes in writing. Once accepted, the contract shall be amended to provide the change mutually.agreed to. Said
amendment shall be of no force and effect until approved and signed by all parties.
21. Contract Termination
A. This contract may be terminated in whole or in part without cause by either party upon 30 days advance
written notice to the other parry. Such notification shall state the effective date of termination. In the
event of such termination, in whole or in part, CONTRACTOR shall take immediate steps to reduce the
incurrence of costs. CONTRACTOR shall be entitled to payment of all costs and uncancellable obligations
allowable under the terms of this contract incurred up to the date of termination in an amount not to exceed
the maximum allowable under paragraph 2.
B. The STATE may immediately, upon notice, terminate this contract, in whole or in part, for cause should
CONTRACTOR fail to materially perform the services promised in this contract, or any particular
memorandum of understanding which is a part of this contract, at the time and in the manner provided. In
the event of such termination, the STATE shall be relieved of the payment of any consideration to
CONTRACTOR for the terminated portion of the agreement.
22. Provisions Applicable to MOUS
A. Individual Master Grant Agreement Programs
Prior to the CONTRACTOR being awarded contract funds for any particular AIDS Master Grant Agreement
Program, the CONTRACTOR shall comply with that program's application requirements. The designated
STATE program officer and a designated CONTRACTOR program officer shall develop a mutually acceptable
MOU for that specific AIDS Master Grant Agreement Program. Upon execution by both parties of an MOU,
it shall become a part of this contract.
B. Signature Authority for MOUs
While the STATE requires the Board of Supervisors to approve the Master Grant Agreement,the STATE will
accept the Health Officer, or duly authorized designee's approval on all MOUs as sufficient to bind the
CONTRACTOR, if the CONTRACTOR submits to the Office of AIDS a copy of a Board of Supervisors
resolution delegating such signature authority. The State of California, Department of Health Services, Chief,
Office of AIDS, shall have signature authority for the STATE on any MOUs developed under this contract.
CONTRACTOR: County of Contra Costa
CONTRACT NUMBER: 92-15010
Page 6 of 6
C. MOU Amendments
1) The terms, conditions or budgets of any individual MOU may be amended in writing by both the
STATE and the CONTRACTOR.
2) In the event CONTRACTOR determines that funds provided under any individual MOU will not be
fully expended and could be more appropriately allocated under a different individual MOU, the
CONTRACTOR may request permission from STATE to transfer funds allocated under one MOU to
another MOU. A revised written "MOU'amendment, in a format prescribed by the STATE, shall be
completed and executed by the persons having signature authority for the STATE and the
CONTRACTOR.
3) If a MOU budget amendment will change the total maximum amount budgeted for that MOU in the
contract, one or several other MOU budgets may be increased or decreased so that the total
contract amount in paragraph 2A of this contract will remain the same.
4) Any MOU.budget amendment that will cause an increase or decrease in the total contract amount
of paragraph 2A shall require an official contract amendment.
D. In-House Revisions
The CONTRACTOR may request change(s) in the Budget of an individual MOU, provided the
aggregate amount of all such changes(s) for any single numbered line-item does not exceed $10,000. The
CONTRACTOR shall submit a written request according to the format and instructions provided by the Office
of AIDS prior to such change(s) being made. The request shall contain:
1. An explanation which justifies the need for the proposed change(s) and that the change(s) will not
affect the completion of the Program Statement as defined in each individual MOU.
2. Identification of the numbered line-item(s) in the respective MOU, and the amount by which each
will be reduced or increased. If the aggregate amount of a proposed change for any single
numbered line-item exceeds $10,000, a formal MOU amendment is required, as specified in
paragraph 22C of this agreement.
23. MOU Termination
Individual MOUs may be terminated without cause by either party upon 30 days advance written notice to the other
party. Such notifications shall state the effective date of termination. In the event of such termination, in full or in
part, CONTRACTOR shall take immediate steps to reduce the incurrence of costs. CONTRACTOR shall be entitled
to payment of all costs uncancellable obligations allowable under the terms of this agreement incurred up to the date
of termination in an amount not to exceed the maximum amount allowable under the MOU.
B:OFMGABP/ja (rev. 09/09/92)
EXHIBIT "A" Page 1 of 2
SAMPLE MEMORANDUM OF UNDERSTANDING
(MOU)
CONTRACTOR: County of CONTRACT NUMBER: 92-
MOU NUMBER:
PROGRAM:
1. MOU TERM:
The term of this MOU shall be from July 1, 1992 through June 30, 1993. This MOU is of no force and effect unless and until approved
by the Chief, Office of AIDS.
2. AMOUNT PAYABLE:
The maximum amount payable by the STATE to the CONTRACTOR under this MOU for Fiscal year (FY) 1992-93 shall not exceed
S
3. PROGRAM STATEMENT:
Attachment #1, entitled, 'Program Statement', consisting of pages, dated July 1, 1992 is made a part hereof by this reference.
Said attachment describes the goals and objectives to be performed under this contract.
4. BUDGET:
Attachment #2, entitled, 'Budget, consisting of_ pages, dated July 1, 1992 is made a part hereof by this reference.
5. MOU EXEMPTION:
The Master Grant Agreement (MGA) as referenced by the contract number shown above, its terms and conditions, as executed, is
incorporated herein and made a part hereof by this reference. The STATE hereby certifies that all conditions for exemption set forth in State
Administrative Manual Section 1209 have been complied with and this document is exempt from review or approval by the budget staff,
Department of Finance. The CONTRACTOR hereby accepts this Memorandum of Understanding and shall administer it in accordance
with the terms and conditions referenced in the Master Grant Agreement
6. SIGNATURE AUTHORITY
THE STATE WILL ACCEPT THE SIGNATURE OF THE HEALTH OFFICER, OR DULY AUTHORIZED DESIGNEE, ON THIS MOU AS
SUFFICIENT TO BIND THE CONTRACTOR, IF THE CONTRACTOR SUBMITS TO THE OFFICE OF AIDS A COPY OF A BOARD OF
SUPERVISORS RESOLUTION DELEGATING SUCH SIGNATURE AUTHORITY. THE STATE REQUIRES THE CONTRACTOR BOARD
OF SUPERVISORS APPROVAL OF THE MASTER GRANT AGREEMENT ONLY.
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
STATE OF CALIFORNIA CONTRACTOR:
Signature Signature
Wayne E. Sauseda, Chief
Office of AIDS
Printed Name and Title
Date Date
Contractor:
Contract Number:
MOU Number:
Page 2of2
EXHIBIT'A' - SAMPLE MOU
7. REIMBURSEMENT OR BILLING PROCEDURES:
In consideration of the services performed in a manner acceptable to the STATE,the STATE shall reimburse the CONTRACTOR no more
frequently than monthly in arrears upon submission of an acceptable invoice for actual expenses incurred by CONTRACTOR under the terms
of this agreement and in accordance with Attachment #2, Budget. Instructions for preparing invoices for line-item MOU services are found
in attachment #3, entitled, 'Invoicing Procedures", consisting of 4 pages and 3 samples, which is made a part hereof by this reference.
Invoices are to be submitted on a monthly basis, and must be submitted to the STATE no later than 30 days immediately following the end
of the billing period.
Final invoices submitted more than 90 calendar days after expiration of the term specified in paragraph 1 of this MOU,for expenses incurred
during the contract period SHALL NOT be honored by the STATE unless the CONTRACTOR has obtained prior written approval from the
STATE to the contrary. All invoices shall contain the CONTRACTOR name, address,STATE assigned MGA contract number, MOU number,
contract term, and expense period.
8. PROGRESS REPORT SCHEDULE AND REQUIREMENTS:
The CONTRACTOR shall complete and submit progress and final reports by the due dates specified below. The content of these reports
will include,but not be limited to: progress accomplished on contract objectives;progress on activity schedules;major problems encountered
and proposed resolutions to those problems; issues requiring project coordinator consultation; and data on client services. Reports shall
be due fifteen days after completion of each quarter unless otherwise specified. A final report shall be cumulative and shall be due thirty
days after the expiration of the contract period unless other arrangements have been authorized. Progress Report due dates are as follows:
PROGRESS REPORT PERIOD DUE DATE
FIRST 07/01/92-09/30/92 10/15/92
SECOND 10/01/92-12/31/92 01/15/93
THIRD 01/01/93-03/31/93 04/15/93
FINAL 04/01/93-06/30/93 07/31/93
The final report shall additionally include a final project summary, and a list of products (such as course outlines,teaching materials,audio-
visual aids, brochures, pamphlets, curriculum guides, slides, and films) developed in execution of this agreement Reproducible copies of
all such products shall also be delivered with the final report. Three copies of each progress report shall be furnished to the assigned
Contract Monitor of the Office of AIDS. If the CONTRACTOR does not submit acceptable progress reports in a timely manner,their invoices
may be withheld from payment until the reports are received.
Attachment #4, entitled 'Progress Report", consisting of one page, is made a part hereof by this reference.
9. CORRESPONDENCE MAILING ADDRESS:
All invoices for payment, reports, or other MOU correspondence, shall be mailed to:
Department of Health Services
Office of AIDS
(INSERT "PROGRAM NAME" HERE)
P.O. Box 942732
Sacramento, CA 94234-7320
10. MOU TERMINATION
Individual MOUS may be terminated in whole or in part without cause by either party upon 30 days advance written notice to the other party.
Such notifications shall state the effective date of termination. In the event of such termination,in whole or in part, CONTRACTOR shall take
immediate steps to reduce the incurrence of costs. CONTRACTOR shall be entitled to payment of all costs uncancellable obligations
allowable under the terms of this agreement incurred up to the date of termination in an amount not to exceed the maximum amount
allowable under the MOU.
11. PRIORITY OF PROVISIONS:
Where inconsistencies may exist between the numbered paragraphs and the attachments hereto, such inconsistencies shall be resolved by
giving precedence in the following order:*
Memorandum of Understanding
Attachment #1
Attachment #2
Attachment #3
Attachment #4
*NOTE: All attachments will be included with actual MOUS, subject to individual program needs.
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Ex'Wo t A(F)
STATE OF CALIFORNIA
DEPARTMENT OF HEALTH SERVICES
ADDITIONAL PROVISIONS
(FOR FEDERALLY FUNDED SUBVENTION AID/LOCAL ASSISTANCE
COST REIMBURSEMENT CONTRACTS/GRANTS)
1. Equal Opportunity Clause
a. The Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, physical or mental
handicap, or age. The Contractor will take affirmative action to ensure that qualified
applicants are employed, and that employees are treated during employment
without regard to'their race, color religion, sex, national origin, physical or mental
handicap, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and career
development opportunities and selection for training, including apprenticeship. The
Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the Federal Government or the
State, setting forth the provisions of the Equal Opportunity clause and the
Rehabilitation Act of 1973. Such notices shall state the Contractor's obligation under
the law to take affirmative action to employ and advance in employment qualified
applicants without discrimination based on their race, color, religion, sex, national
origin, physical or mental handicap, or age, and the rights of applicants and
employees.
b. The Contractor will,in all solicitations or advertisements for employees placed by or on
behalf of the Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, physical or
mental handicap,or age.
c. The Contractor will send to each labor union or representative of workers with which
he or she has a collective bargaining agreement or other contract or understanding a
notice, to be provided by the Federal Government or the State, advising the labor
union or worker's representative of the Contractor's commitments under this Equal
Opportunity clause and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
d. The Contractor will comply with all provisions of the Rehabilitation Act of 1973 and of
the Federal Executive Order No. 11246 as amended, and of the rules, regulations, and
relevant orders of the Secretary of Labor.
e. The Contractor will furnish all information and reports required by Federal Executive
Order No. 11246 as amended and the Rehabilitation Act of 1973, and by the rules,
regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit
access to his books, records, and accounts by the contracting agency and the
Secretary of Labor for purposes of investigation to ascertain compliance with such
rules,regulations and orders.
CMS hshuctbnd&llehn No.02(11/91)
' o
f. In the event of the Contractor's noncompliance with the requirements of this Equal
Opportunity clause or with any federal rules, regulations, or orders which are
referenced in this clause, this contract may be canceled, terminated, or suspended in
whole or in part and the Contractor may be declared ineligible for further federal or
state contracts in accordance with procedures authorized in Federal Executive Order
No. 11246 as amended and such other sanctions may be imposed and remedies
invoked as provided in Federal Executive Order No. 11246 as amended, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
g. The Contractor will include the provisions of paragraphs [a] through [g] in every
subcontract or purchase order unless exempted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended,
or Section 503 of the rehabilitation Act of 1973, so that such provisions will be binding
upon each subcontractor or vendor. The Contractor will take such action with
respect to any subcontract or purchase order as the Director of the Office of Federal
Contract Compliance Programs or the State may direct as a means of enforcing such
provisions including sanctions for noncompliance-provided, however, that in the event
the Contractor becomes involved in, or is threatened with, litigation with a
subcontractor or vendor as a result of such direction by the State, the Contractor may
request in writing to the State, who, in turn, may request the United States to enter Into
such litigation to protect the interests of the State and of the United States.
2. Travel and Per Diem
Any reimbursement for necessary traveling and per diem shall be at rates not to exceed
those amounts paid to the State's represented employees under collective bargaining
agreements currently in effect. No travel outside the State of California shall be reimbursed
unless prior written authorization is obtained from the State.
3. Procurement Renuirement
a. Prior authorization in writing by the State will be required before the Contractor will be
reimbursed for any purchase order or subcontract exceeding $2,500 for any articles,
supplies, equipment, or services or for any fee, or other payment, for consultation of
three hundred fifty dollars ($350) or more per day. The Contractor must provide in its
request for authorization all particulars necessary for evaluation of the necessity or
desirability of incurring such cost, and as to the reasonableness of the price or cost.
For purchases of any said articles,supplies, equipment, services, or for consultant fees
exceeding such minimum amount, three competitive quotations must be submitted
with the request, or the absence of bidding must be adequately justified.
b. If other than the lowest bidder or a sole-source provider is selected, all documents
used in contractor selection must be presented in writing to the State for prior
approval before awarding any contract, and maintained for possible future audit as
specified In paragraph 7 below.
c. The terms "purchase order" and "subcontract" as used in the above paragraph 3a
only, excludes: (a) purchase orders not exceeding $2,500, and (b) subcontracts or
purchase orders for public utility services at rates established for uniform applicability
to the general public.
-2-
ExhbH A(F)
4. Standards of Work
The Contractor agrees that the performance of work and services pursuant to the
requirements of this contract shall confirm to high professional standards.
5. Furnishing of Prouertv by the State or Purchase of Property with State or Federal Funds
a. (1) All equipment, material, supplies, or property of any kind purchased from funds
advanced or reimbursed or furnished by the State under the terms of this
contract and not fully consumed in the performance of the contract shall be the
property of the State and shall be subject to the provisions of this paragraph (a),
as well as paragraphs(b),(c),and(d)below.
If the Equipment Line item in the budget or in any other paragraph of this
contract,exceeds$10,000 or more,the provisions of subparagraph b shall apply.
(2) Inventory and Disposition
(a) Contractor shall, at the request of the State, submit an inventory of
equipment furnished or purchased under the terms of this contract. Such
inventory will be required not more frequently than annually.
(b) At the termination of this contract, the Contractor shall provide a final
inventory to the State and shall at that time query the State as to the State's
requirements, including the manner and method, in returning said
equipment to the State. Final disposition of such equipment shall be at state
expense in accordance with instructions from the State to be issued
immediately after receipt of the final inventory.
(3) Motor Vehicles
(a) If, under the provisions of paragraph (2) above, any part of such property is
motor vehicles, the State Office of Procurement shall purchase said motor
vehicles for and on behalf of the Contractor. The provisions of clause (5b)
below are applicable to this paragraph concerning motor vehicles.
(b) If, under the provisions of paragraphs (2) or (3) above,any part of such
property is motor vehicles, the State authorizes the Contractor to use said
motor vehicles under the terms and conditions of this contract for purposes
of this contract only, and in accordance with the provisions of
subparagraphs (c) through (f) below.
(c) It is mutually understood that the State of California shall be the legal owner
of said vehicles and the Contractor shall be the registered owner.
(d) Upon return of such motor vehicles to the State, Contractor shall deliver to
State all necessary documents of title to enable proper transfer of
marketable title to the State.
(e) Contractor agrees that all operators of motor vehicles listed in said
agreement shall hold a valid State of California driver's license. In the event
12 or more passengers are to be carried in any one vehicle listed in said
agreement,a Class 2 driver's license will also be required.
(f) Contractor shall furnish to the State a certificate of insurance stating that
there is liability insurance presently in effect for the Contractor of not less
than $500,000 per occurrence for bodily injury and property damage liability
combined.
-3-
The certificate of insurance must include provisions(i) and(ii),stating that:
01 The insurer will not cancel the insured's coverage without 30 days prior
written notice to the State.
(iD The State of California, its officers, agents,employees,and servants are
included as additional insureds, but only insofar as the operations
under this contract are concerned.
Contractor agrees that the bodily injury liability insurance herein provided
for shall be in effect at all times during the term of this contract. In the event
said insurance coverage expires at any time or times during the term of this
contract, Contractor agrees to provide at least thirty (30) days prior to said
expiration date a new certificate of insurance evidencing insurance
coverage as provided for herein for not less than the remainder of the term
of the contract, or for a period of not less than one (1) year. New
certificates of insurance are subject to the approval of said Department of
General Services, and Contractor agrees that no work or services shall be
performed prior to the giving of such approval. In the event Contractor fails
to keep in effect at all times insurance coverage as herein provided, State
may, in addition to any other remedies it may have,terminate this contract
upon the occurrence of such event.
b. If the Equipment line item budget in this contract is $10,000 or more, the State shall
purchase said equipment through its Office of Procurement. The cost of the
procurement of equipment will be deducted from the contract amount. Contractor
shall submit to the State a separate list of the equipment specifications. State will pay
vendor directly for equipment purchases and title to the equipment will remain with
the State. The equipment will be delivered either to the Contractor's address as
stated in the contract unless notified by the Contractor in writing.
c. (1) Title to state property shall not be affected by the incorporation or attachment
thereof to any property not owned by the State, nor shall such state property, or
any part thereof, be or become a fixture or lose its identity as personality by
reason of affixation to any realty.
(2) Unless otherwise provided herein, the State shall not be under any duty or
obligation to restore or rehabilitate, or to pay the cost of the restoration or
rehabilitation of the Contractor's facility or any portion thereof which is affected
by removal of any state property.
(3) The Contractor shall maintain and administer, in accordance with sound business
practice, a program for the utilization, maintenance, repair, protection, and
preservation of state property so to assure its full availability and usefulness for the
performance of this contract. The Contractor shall take all reasonable steps to
comply with all appropriate directions and instructions which the State may
prescribe as reasonably necessary for the protection of state property.
d. For equipment only. Before equipment purchases made by the Contractor are
reimbursed by the State,the Contractor must submit paid vendor receipts identifying
the purchase price, description of the item, serial number, model number, and
location where equipment will be used during the term of this agreement. Said paid
receipts will be attached to Contractor's invoices submitted to the State.
-4-
Exhlblt A(F)
6. Income Restrictions
The Contractor agrees that any refunds, rebates, credits, or other amounts (including any
interest thereon) accruing to or received by the Contractor under this contract shall be
paid by the Contractor to the State, to the extent that they are properly allocable to costs
for which the Contractor has been reimbursed by the State under this contract.
7. Examination of Accounts. Audit. Records. and Subcontract Language
a. The Contractor shall maintain books, records, documents, and other evidence,
accounting procedures, and practices, sufficient to reflect properly all direct and
indirect costs of whatever nature claimed to have been incurred in the performance
of this contract, Including any matching costs and expenses. The foregoing
constitutes "records" for the purpose of this clause.
b. The Contractor's facility or office or such part thereof as may be engaged in the
performance of this contract and his records shall be subject at all reasonable times
to inspection, audit, and reproduction by the State or any of its duly authorized
representatives, including the Comptroller General of the United States.
c. The Contractor shall preserve and make available his records (i) for a period of three
years from the date of final payment under this contract, and (ii) for such longer
period, if any, as is required by applicable statute, by any other clause of this contract,
or by subparagraphs (1) or (2) below.
(1) If this contract is completely or partially terminated, the records relating to the
work terminated shall be preserved and made available for a period of three
years from the date of any resulting final settlement.
(2) If any litigation, claim, negotiation, audit, or other action involving the records
has been started before the expiration of the three-year period, the records shall
be retained until completion of the action and resolution of all Issues which arise
from it, or until the end of the regular three-year period, whichever is later.
d. The Contractor further agrees to include in all his subcontracts hereunder a written
agreement with said subcontractor or vendor, the following clause:
"(Name of Vendor or Subcontractor) agrees to maintain and preserve, until three
years after termination of (Contractor's name) agreement or contract with the State
of California, and to permit the State or any of its duly authorized representatives,
including the Comptroller General of the United States, to have access to and
examine and audit any pertinent books, documents, papers, and records of(name of
subcontractor or vendor) related to this(purchase order or subcontract)."
8. Covenant Against Contingent Fees
The Contractor warrants that no person or selling agency has been employed or retained
,to solicit or secure this contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Contractor for the purpose
of securing business. For breach or violation of this warranty, the State shall have the right
to annul this contract without liability or in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such commission, percentage,
brokerage, or contingent fee.
-5-
9. Inspection
The State, through any authorized representatives, has the right at all reasonable times to
inspect or otherwise evaluate the work performed or being performed hereunder including
subcontract supported activities and the premises in which it is being performed. If any
inspection or evaluation is made by the State of the._premises of the Contractor or a
subcontractor, the Contractor shall provide and shall require his subcontractors to provide
all reasonable facilities and assistance for the safety and convenience of the state
representatives in the performance of their duties. All inspections and evaluations shall be
performed in such a manner as will not unduly delay the work.
10. Nondiscrimination in Services. Benefits. and Facilities
a. The Contractor will not discriminate in the provision of services because of race, color,
creed, national origin, sex, age, or physical or mental handicap as provided by state
and federal taw.
b. For the purpose of this contract, distinctions on the grounds of race, color, creed,
national origin, sex, age, or physical or mental handicap include, but are not limited
to, the following: denying a participant any service or providing a benefit to a
participant which is different, or is provided in a different manner or at a different time
from that provided to other participants under this contract; subjecting a participant
to segregation or separate treatment in any matter related to his receipt of any
service; restricting a participant in any way in the enjoyment of any advantage or
privilege enjoyed by others receiving any service or benefit; treating a participant
differently from others in determining whether he satisfied any admission, enrollment
quota, eligibility, membership, or other requirement or condition which individuals must
meet in order to be provided any service or benefit; the assignment of times or places
for the provision of services on the basis of the race, color, creed, or national origin of
the participants to be served.
c. The Contractor will take affirmative action to ensure that intended beneficiaries are
provided services without regard to race, color, creed, national origin, sex, age, or
physical or mental handicap.
d. The Contractor agrees that complaints alleging discrimination in the delivery of
services by the Contractor or his or her subcontractor because of race, color, national
origin, creed, sex, age, or physical or mental handicap will be resolved by the State
through the Department of Health Services' Affirmative Action/Discrimination
Compliant Process.
e. The Contractor shall, subject to the approval of the Department of Health Services,
establish procedures under which service participants are informed of their rights to file
a. complaint alleging discrimination or a violation of their civil rights with the
Department of Health Services.
f. The Contractor shall operate the program or activity in such a manner that it Is readily
accessible to and usable by mentally or physically handicapped persons pursuant to
45 Code of Federal Regulations, Parts 84,Sections 84.21 and 84.22.
g. The Contractor shall keep records, submit required compliance reports, and permit
state access to records In order that the State can determine compliance with the
nondiscrimination requirements pursuant to 45 Code of Federal regulations, Parts 80,
84, and 90, Sections 80.6, 84.61, and 90.42.
-6-
Exhlb#A(F)
1 1. Final Invoice—Final Report—Retention of Funds
If a final report is required by this contract, 10 percent of the face amount of the contract
or 50 percent of the final invoice, whichever is the larger amount, but not to exceed $3,000,
shall be withheld until after receipt by the State of a report satisfactory to the State.
12. Officials Not to Benefit
No member of or delegate to Congress or the State Legislature shall be admitted to any
share or part of this contract, or to any benefit that may arise therefrom; but this provision
shall not be construed to extend to this contract if made with a corporation for its general
benefit.
13. Rights in Data
a. Subject Data. As used in this clause, the term "Subject Data" means writings, sound
recordings, pictorial reproductions, drawings, designs or graphic representations,
procedural manuals, forms, diagrams, work flow charts, equipment descriptions, data
files and data processing or computer programs, and works of any similar nature
(whether or not copyrighted or copyrightable) which are first produced or developed
under this contract. The term does not include financial reports, cost analyses, and
similar information incidental to contract administration.
b. Federal Government and State Rights. Subject only to the provisions of "c" below, the
Federal Government and State may use, duplicate, or disclose in any manner and for
any purpose whatsoever, and have or permit others to do so, all Subject Data
delivered under this contract.
c. License to Copyrighted Data. In addition to the Federal Government and State rights
as provided in [b] above, with respect to any subject data which may be
.copyrighted, the Contractor agrees to and does hereby grant to the Federal
Government and State a royalty-free, nonexclusive and irrevocable license
throughout the world to use, duplicate, or dispose of such data in.any manner for
State or Federal Government purposes and to have or permit others to do so.
Provided, however, that such license shall be only to the extent that Contractor now
has, or prior to completion or final settlement of this contract may acquire, the right to
grant such license without becoming liable to pay compensation to others solely
because of such grant.
d. Relation to Patents. The State reserves a license on patent rights in any contract
involving research or developmental, experimental, or demonstration work with
respect to any discovery or invention which arises under this contract.
e. Marking and identification. The Contractor shall mark all Subject Data with the
number of this contract and the name and address of the contractor or
subcontractor who generated the data. The Contractor shall not affix any restrictive
markings upon any Subject Data, and if such markings are affixed, the Federal
Government or State shall have the right at any time to modify, remove, obliterate, or
ignore any such markings.
f. Subcontractor Data. Whenever any Subject Data is to be obtained from a
subcontractor under this contract, the Contractor shall use this same clause in
subcontract without alteration, and no other clause shall be used to enlarge or
diminish the Federal Government's or State's rights in the subcontractor Subject Data.
-7-
g. Deferred Ordering and Delivery of Data. The Federal Government or State shall have
the right to order, at any time during the performance of this contract, or within two
years from either acceptance of all items (other than data) to be delivered under this
contract or termination of this contract, whichever is later, any Subject Data and any
data not called for in the schedule of this contract but generated in performance of
the contract, and the Contractor shall promptly prepare and deliver such data as is
ordered. If the principal investigator is no longer associated with the Contractor, the
Contractor shall exercise its best efforts to prepare and deliver such data as is ordered.
The Federal Government's or State's right to use data delivered pursuant to this
paragraph (g) shall be the same as the rights in Subject Data as provided in "b"
above. The Contractor shall be relieved of obligation to furnish data pertaining to an
item obtained from a subcontractor upon the expiration of two years from the date
he accepts such items. When data, other than Subject Data, is delivered pursuant to
this paragraph (g), payment shall be made, by equitable adjustment or otherwise, for
converting the data into the prescribed form, reproducing it or preparing it for
delivery. The terms of such payment shall be agreed upon in writing by the
Contractor and the State and/or Federal Government, whichever ordered the
production of the data.
14. Disabled Veterans and Veterans of the Vietnam Era
a. The Contractor will not discriminate against any employee or applicant for
employment because he or she is a disabled veteran or veteran of the Vietnam era in
regard to any position for which the employee or applicant for employment is
qualified. The Contractor agrees to take affirmative action to employ, advance In
employment, and otherwise treat qualified disabled veterans and veterans of the
Vietnam era without discrimination based upon their disability or veterans status in all
employment practices such as the following: employment upgrading, demotion or
transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship.
b. The Contractor agrees that all suitable employment openings of the Contractor which
exist at the time of the execution of this contract and those which occur during the
performance of this contract, including those not generated by this contract and
including those occurring at an establishment of the Contractor other than the one
wherein the contract Is being performed but excluding those of independently
operated corporate affiliates, shall be listed at an appropriate local office of the state
employment service system wherein the opening occurs. The Contractor further
agrees to provide such reports to such local office regarding employment openings
and hires as may be required.
State and local government agencies holding federal contracts of $10,000 or more
shall also list all their suitable openings with the appropriate office of the state
employment service, but are not required to provide those reports set forth In
paragraphs"d" and "e".
c. Listing of employment openings with the employment service system pursuant to this
clause shall be made at least concurrently with the use of any other recruitment
source or effort and shall involve the normal obligations which attach to the placing
of bona fide job order, including the acceptance of referrals of veterans and
nonveterans. The listing of employment openings does not require the hiring of any
particular job applicant or from any particular group of job applicants, and nothing
herein is intended to relieve the Contractor from any requirements in Executive Orders
or regulations regarding nondiscrimination in employment.
-8-
Exhibit A(F)
d. The reports required by paragraph "b" of this clause shall include, but not be limited to,
periodic reports which shall be filed at least quarterly with the appropriate local office
or, where the Contractor has more than one hiring location in a State, with the central
office of that state employment service. Such reports shall indicate for each hiring
location (1) the number of individuals hired during the reporting period, (2) the
number of nondisabled veterans of the Vietnam era hired, (3) the number of disabled
veterans of the Vietnam era hired, and (4) the total number of disabled veterans
hired. The reports should include covered veterans hired for the on-the-job training
under 39 U.S.C. 1787. The Contractor shall submit a report within 30 days after the end
of each reporting period wherein any performance is made on this contract
identifying data for each hiring location. The Contractor shall maintain at each hiring
location copies of the reports submitted until the expiration of one year after final
payment under the contract, during which time these reports and related
documentation shall be made available, upon request, for examination by any
authorized representatives of the Federal Contracting Officer, the State, or the
Secretary of Labor. Documentation would include personnel records respecting job
openings, recruitment, and placement.
e. Whenever the Contractor becomes contractually bound to the listing provisions of this
clause, it shall advise the employment service system in each state where it has
establishments of the name and location of each hiring location in the state. As long
as the Contractor is contractually bound to these provisions and has so advised the
state system, there is no need to advise the state system of subsequent contracts. The
Contractor may advise the state system when it is no longer bound by this contract
clause.
f. This clause does not apply to the listing of employment openings which occur and are
filled outside the 50 states, the District of Columbia, Puerto Rico, Guam, and the
Virgin Islands.
g. The provisions of paragraphs "b", "c", "d", and "e" of this clause do not apply to
openings which the Contractor proposes to fill from within his own organization or to fill
pursuant to a customary and traditional employer-union hiring arrangement. This
exclusion does not apply to a particular opening once an employer decides to
consider applicants outside of his own organization or employer-union arrangement
for that opening.
h. As used in this clause:
(1) "All suitable employment openings" includes, but is not limited to, openings which
occur in the following job categories: production and nonproduction: plant and
office; laborers and mechanics; supervisory and nonsupervisory; technical and
executive, administrative, and professional openings that are compensated on a
salary basis of less than $25,000 per year. This term includes full-time employment,
temporary employment of more than three days' duration, and part-time
employment. It does not include openings which the Contractor proposes to fill
from within his own organization or to fill pursuant to a customary and traditional
employer-union hiring arrangement nor openings in an educational institution
which are restricted to students of that institution. Under the most compelling
circumstances, an employment opening may not be suitable for listing, Including
such situations where the needs of the Federal Government cannot reasonably
be otherwise supplied, where listing would be contrary to national security, or
where the requirement of listing would otherwise not be for the best interest of
the Federal Government.
-9-
(2) "Appropriate office of the state employment service system" means the local
office of the federal/state national system of public employment offices with
assigned responsibility for serving the area where the employment opening is to
be filled, including the District of Columbia, Guam, Puerto Rico, and the
Virgin Islands.
(3) "Openings which the Contractor proposes to fill from within his own organization"
means employment openings for which no consideration will be given to persons
outside the Contractor's organization (including any affiliates, subsidiaries, and
the parent companies) and includes any openings which the Contractor
proposes to fill from regularly established "recall" lists.
(4) "Openings which the Contractor proposes to fill pursuant to a customary and
traditional employer-union hiring arrangement" means employment openings
which the contractor proposes to fill from union halls which is part of the
customary and traditional hiring relationship which exists between the Contractor
and representatives of his employees.
I. The Contractor agrees to comply with the rules, regulations, and relevant orders of the
Federal Secretary of Labor issued pursuant to the Act.
j. In the event of the Contractor's noncompliance with the requirements of this clause,
actions for noncompliance may be taken in accordance with the rules, regulations,
and relevant orders of the Federal Secretary of Labor issued pursuant to the Act.
k. The Contractor agrees to post in conspicuous places available to employees and
applicants for employment notices in a form to be prescribed by the Director of the
Office of Federal Contract Compliance Programs, provided by or through the
contracting Officers or State. Such notices shall state the Contractor's obligation
under the law to take affirmative action to employ and advance in employment
qualified disabled veterans and veterans of the Vietnam era for employment, and the
rights of applicants and employees.
I. The Contractor will notify each labor union or representative of workers with which it
has a collective bargaining agreement or other contract understanding that the
Contractor is bound by terms of the Vietnam Era Veteran's Readjustment Assistance
Act and is committed to take affirmative action to employ and advance in
employment qualified disabled veterans and veterans of the Vietnam era.
m. The Contractor will Include the provisions of this clause in every subcontract or
purchase order of $10,000 or more unless exempted by rules, regulations, or orders of
the Federal Secretary of Labor issued pursuant to the Act, so that such provisions will
be binding upon each subcontractor or vendor. The Contractor will take such action
with respect to any subcontract or purchase order as the Director of the Office of
Federal Contract Compliance Programs may direct to enforce such provisions,
including action for noncompliance.
15. QW0 Air and Water
a. (Applicable only if the contract is not with a sole source vendor of products or
services, or if It exceeds$5,000.)
The Contractor agrees under penalty of perjury (it,he,she) is not In violation of any
order or resolution which is not subject to review promulgated by the State Air
Resources Board or an air pollution district.
-10-
I
Exhibit A(F)
The Contractor agrees under penalty or perjury (it, he, she) is not subject to cease and
desist order which is not subject to review issued pursuant to Section 13301 of the
Water Code for violation of waste discharge requirements or discharge prohibitions, or
is not finally determined to be in violation of provisions of federal law relating to air or
water pollution.
b. (Applicable only if the contract or subcontract exceeds $100,000 or the contract is not
otherwise exempt under 40 CFR 15.5.)
The Contractor agrees as follows:
(1) To comply with all the requirements of Section 114 of the Clean Air act as
amended (42 U.S.C. 7401 et seq., as amended by Public Law 95-95), and section
308 of the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq., as
amended by Public Law 92-500),respectively, relating to inspection, monitoring,
entry, reports, and information, as well as all other requirements specified in
Section 114 and Section 308 of the Air Act and the Water Act, respectively, and
all regulations and guidelines issued to implement those Acts before the award of
this contract.
(2) That no portion of the work required by this contract will be performed in a facility
listed on the Environmental Protection Agency List of Violating Facilities on the
date when this contract was awarded unless and until the Environmental
Protection Agency eliminates the name of such facility or facilities from such
listing.
(3) To use his best efforts to comply with clean air standards and clean water
standards at the facility in which the contract is being performed. The terms used
In this paragraph have the following meanings:
(a) The term "clean air standards" means any enforceable rules, regulations,
guidelines standards, limitations, orders, controls, or prohibitions or other
requirements which are contained in, issued under, or adopted pursuant to
the Clean Air Act.
(b) The term "clean water standards" means any enforceable limitation, control,
condition, prohibition, standard, or another requirement which is
promulgated pursuant to the Clean Water Act or contained in a permit
issued to a discharger by EPA or by the State under an approved program
as authorized by Section 402 of the Clean Water Act (33 U.S.C. 1342), or by
a local government to ensure compliance with pretreatment regulations as
required by Section 307 of the Clean Water Act (33 U.S.C. 1317), and
regulations issued pursuant thereto.
(c) In addition to compliance with clean air and water standards, the term
compliance shall also mean compliance with a schedule or plan ordered or
approved by a court of competent jurisdiction, the Environmental Protection
Agency, or an air or water pollution control agency in accordance with the
requirements of the Clean Air Act and the Federal Water Pollution Control
Act.
(4) As a condition for the award of a contract the applicant or contractor shall notify
the State of the receipt of any communication from the Assistant Administrator
for Enforcement, U.S. EPA indicating that a facility to be utilized for the contract Is
under consideration to be listed on the EPA List of Violating Facilities. Prompt
notification shall be required prior to contract award.
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\'1
(5) To report violations to the State and to the Assistant Administrator for
Enforcement.
(6) To insert the substance of the provisions of paragraph [b] into any nonexempt
subcontract, including this paragraph [b6), and to take such action as the
Federal Government may direct as a means of enforcing such provisions.
16. Utilization of Small Business and Minority and Women Owned Business Enterprise
a. It is a federal policy to award a fair share of contracts to small, minority, and women
owned business firms. The State Legislature has declared that a fair proportion of the
total purchases and contracts or subcontracts for property and services for the State
be placed with small minority and women owned business enterprises.
b. A firm shall qualify as a small business if it meets the requirements specified in
Government Code Section 14837.
c. The Contractor hereby agrees to carry out this policy in the awarding of subcontracts
to the fullest extent consistent with efficient contract performance. As used in this
contract, the term "minority business enterprise" means a business concern (1) which is
at least 51 percent owned by one or more minority group members or women, or in
the case of publicly owned business, at least 51 percent of the stock of which is
owned by one or more minority group members or women; and (2) whose
management and daily business operations are controlled by one or more such
individuals. A minority group member is a person who is Black, Asian, Hispanic, Filipino,
Polynesian, American Indian, or Alaskan Native. "Control," as used in this clause, means
exercising the power to make policy decisions.
d. Contractors acting in good faith may rely on written representations by their
subcontractors regarding their status as minority business enterprises in lieu of an
independent investigation.
17. printing
If Printing or other reproduction work of more than an incidental and minor dollar amount is
a reimbursable item in this contract, it shall be printed or produced by the State Printer. The
State Printer may, at his sole option, elect to forego said work and delegate the work to the
private sector. If the State Printer prints or produces said work, or the State obtains the
printing or other work.through the Office of State Procurement, the cost will be deducted
from said contract amount. This requirement does not apply to normal in-house copying
necessary for routine business matters of the Contractor.
18. Prior Approval of Training Seminars, Workshops_ or Conferences
Contractor shall obtain prior state approval over the location, costs, dates, agenda, instructors,
instructional materials, and attendees at any reimbursable training seminar, workshop or conference,
and over any reimbursable publicity or educational materials to be made available for distribution.
The Contractor shall acknowledge the support of the State whenever publicizing the work under the
contract in any media. This paragraph does not apply to necessary staff meetings to conduct routine
business matters.
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Exhibit A(f)
19. Confidentiality of Information
a. The Contractor and his or her employees agents, or subcontractors shall protect from
unauthorized disclosure names and other identifying information concerning persons
either receiving services pursuant to this contract or persons whose names or
identifying information become available or are disclosed to the Contractor, his/her
employees, agents, or subcontractors as a result of services performed under this
contract, except for statistical information not identifying any such person.
b. The Contractor, his/her employees, agents, or subcontractors shall not use such
identifying information for any purpose other than carrying out the Contractor's
obligations under this contract.
c. The Contractor, his/her employees, agents, or subcontractors shall promptly transmit
to the State all requests for disclosure of such identifying information not emanating
from the client or person.
d. The Contractor shall not disclose, except as otherwise specifically permitted by this
contract or authorized by the client, any such identifying information to anyone other
than the State without prior written authorization from the State.
e. For purposes of this paragraph, identity shall include, but not be limited to, name,
identifying number, symbol, or other identifying particular assigned to the individual,
such as finger or voice print or a photograph.
20. National Labor Relations Board Certification
(not applicable if Contractor is a public entity.)
Contractor, by signing this agreement, does swear under penalty of perjury that no more
than one final unappealable finding of contempt of court by a federal court has been
issued against Contractor within the immediately preceding two-year period because of
the Contractor's failure to comply with an order of a federal court which orders the
Contractor to comply with an order of the National Labor Relations Board.
21. Documents and Written Reports
Any document or written report prepared as a requirement of this agreement shall contain,
in a separate section preceding the main body of the document, the number and dollar
amounts of all contracts and subcontracts relating to the preparation of such document or
report, if the total cost for work by nonemployees of the State exceeds$5.,000.
22. Resolution of Direct Service Contract Disputes
a. If the Contractor believes there is a dispute or grievance between the Contractor and
the State, the procedures set forth in Chapter 2.1, Sections 20201 through 20205, of
Title 22, of the California Code of Regulations, shall be followed.
b. If the Contractor wishes to appeal the decision of the Deputy Director for Public
Health or his/her designee, the Contractor shall follow the procedures set forth in
Division 25.1 (commencing with Section 38050) of the Health and Safety Code and
the regulations adopted thereunder. (Title 1, Subchapter 2.5 commencing with
Section 251, California Code of Regulations.)
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c. Disputes arising out of an audit or examination of a contract not covered by subdivision
(a) of Section 20204, of Chapter 2.1,Title 22, of the California Code of Regulations, and
for which no procedures for appeal are provided in statute, regulation or the contract
shall be handled in accordance with the procedures identified in Sections 51016
through 51047,Title 22,California Code of Regulations.
23.' Flnanclal and Comollance Audlt of Nonprofit Entities
(Applicable only if Contractor is a private, nonprofit entity)
a. Definitions within this paragraph are defined in Section 38040 of the Health and Safety
Code,which, by this reference,is made a part hereof.
b. Contractor agrees to obtain an annual single, organization wide, financial and
compliance audit. The audit shall be conducted in accordance with the requirements
specified in the Federal Office of Management and the Budget (OMB) Circular A-133,
'Audits of Institutions of Higher Education and Other Nonprofit Organizations."
c. References to 'Federal" in OMB Circular A-133 shall be considered to man "Federal
and/or State' in contracts where State funds are present either alone or in conjunction
with Federal funds.
d. The audit shall be completed by the 15th day of the fifth month following the end of the
Contractor's fiscal year. Two copies of the audit report shall be delivered to the State
program funding this contract. The report shall be due within 30 days after the
completion of the audit.
e. If the contractor receives less than $25,000 per year from the State, the audit shall be
conducted biennially, unless there is evidence of fraud or other violation of state law in
connection with this contract. This requirement takes precedence over the OMB A-133
section which exempts from Federal audit requirements any.nonprofit institution
receiving less than $25,000 per year.
f. The cost of such audit may be included in the funding for this contract up to the
proportionate amount this contract represents of the Contractor's total revenue.
g. The State, or its authorized designee including the Auditor-General, is responsible for
conducting contract performance audits which are not. financial and compliance
audits.
h. Nothing in this contract limits the State's responsibility or authority to enforce State law or
regulations, procedures,or reporting requirements arising pursuant thereto.
L Nothing in this paragraph limits the authority of the State to make audits of this contract,
provided however, that if independent audits arranged for by Contractor meet
generally accepted governmental auditing standards, the State shall rely on those
audits and any additional audit work shall build upon the work already done.
j. The State may, at its option, direct its own auditors to perform the single audit described
in OMB Circular A-133. The State's auditors shall meet the independence standards
specified in Government Auditing Standards. The audit shall be conducted in
accordance with OMB Circular A-133 so as to satisfy all State and Federal requirements
for a single organization wide audit.
24. Contract Amendments
a. This contract may be amended by mutual agreement between the parties and, if
required by Government Code, Section 11010.5, or Public Contract Code, Section
10355,the amendment shall be subject to the approval of the Department of General
Services,unless otherwise exempted.
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- Exhibit A(F)
b. If any amendment to this contract has the effect of increasing the monetary amount
of the contract or an agreement by the State to indemnify or save harmless the
Contractor, his agents or employees, the amendment shall be approved by the
Department of General Services, unless otherwise exempted.
25. Evaluation of Contractors
The Contractor's performance under this contract shall be evaluated at the conclusion of
the term of this contract. The evaluation shall include, but not be limited to:
a. Whether the contracted work or services were completed as specified in the contract
and reasons for and amount of any cost overruns.
b. Whether the contracted work or services met the quality standards specified in the
contract.
C. Whether the Contractor fulfilled all requirements of the contract.
d. Factors outside the control of the Contractor which caused difficulties in Contractor
performance. The evaluation of the Contractor shall not be a public record.
26. Conflict of Interest—Current and Former State Employees
a. Current State Officers and Employees
(1) Contractor shall not utilize in the performance of this contract any state officer or
employee in the state civil service or other appointed state official unless the
employment, activity, or enterprise is required as a condition of the officer or
.employee's regular state employment. Employee in the state civil service is
defined to be any person legally holding a permanent or intermittent position in
the state civil service.
(2) If any state officer or employee is utilized or employed in the performance of this
contract, Contractor shall first obtain written verification from the State that the
employment,. activity, or enterprise is required as a condition of the officer's,
employee's, or official's regular state employment and shall keep said verification
on file for three years after the termination of this contract.
(3) Contractor may not accept occasional work from any currently employed state
officer, employee, or official.
(4) If Contractor accepts volunteer work from any currently employed State officer,
employee, or official, Contractor may not reimburse, or otherwise pay or
compensate, such person for expenses incurred, including, without limitation,
travel expenses, per diem, or the like, in connection with volunteer work on
behalf of contractor.
(5) Contractor shall not employ any state officers, employees, or officials who are on
paid or unpaid leave of absence from their regular state employment.
(6) Contractor or anyone having a financial interest in this contract may not
become a state officer, employee, or official during the term of this contract.
Contractor shall notify each of its employees, and any other person having a
financial Interest in this contract that it is unlawful under Public Contract Code,
Section 10410 for such person to become a state officer, employee, or official
during the term of this contract unless any relationship with the Contractor giving
rise to a financial interest, as an employee or otherwise, is first terminated.
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(7) Occasional or one-time reimbursement of a state employee's travel expenses is
not acceptable.
(Citation: Public Contract Code, Section 10410)
b. Former State Officers and Employees
(1) Contractor shall not utilize in the performance of this contract any formerly
employed person of any state agency or department that was employed under
the state civil service, or otherwise appointed to serve in the State Government, if
that person was engaged in any negotiations, transactions, planning,
arrangement, or any part of the decision-making process relevant to the
contract while employed in any capacity by any state agency or department.
This prohibition shall apply for a two-year period beginning on the date the
person left state employment.
(2) Contractor shall not utilize within 12 months from the date of separation of
services, a former employee of the contracting state agency or department If
that former employee was employed in a policy making position in the same
general subject area as the proposed contract within the 12-month period prior
to the employee leaving state service.
(Citation: Public Contract Code, Section 10411)
c. Failure to Comply with Subparts'an or"b"
(1) If Contractor violates any provision of Subparts "a" or "b" above, such action by
Contractor shall render this contract void, unless the violation is technical or
nonsubstontive.
(Citation: Public Contract Code, Section 10420)
27. Single Audtt Act of 1984 (applicable only if Contractor is a governmental entity)
In accordance with Public Law 98-502 and OMB Circular A-128, it is stipulated between the
parties hereto that:
a. The cost of the single audit will be charged to the federal assistance program
providing funds for this agreement on a "Fair Share" basis. The amount chargeable to
-federal assistance programs for the cost of the single audit is calculated based on the
ratio of federal expenditures to total expenditures of the Contractor. The State's share
of the single audit cost under this contract is based upon the ratio of federal funds
received.under this agreement to total federal funds received by the Contractor
each fiscal year.
b. The Contractor shall include a clause in any contract the Contractor enters into with
the audit firm doing the single audit to provide access by the State or Federal
Government to the working papers of the Independent auditor who prepares the
single audit for the Contractor.
c. Federal or State auditors shall have "expanded scope auditing" authority to conduct
specific program audits during the some period in which a single audit is being
performed, but the audit report has not been issued. The federal or state auditors
shall review and have access to the current audit work being conducted and will not
apply any testing or review procedures which have not been satisfied by previous
audit work that has been completed.
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E~A M
The term 'expanded scope auditing' is applied and defined in the U.S. General
Accounting Office (GAO) issued Standards for Audit of Governmental Organizations,
Programs,Activities and Functions,better known as the 'yellow book.'
28. Contractor Name Change
Contractor shall provide written notice to the State at least 30 days prior to any changes to
the Contractors current legal name.
29. Novation
If the Contractor proposes any novation agreement,the State shall act upon the proposal
within 60 days after receipt of the written proposal. The State may review and consider the
proposal,consult and negotiate with the Contractor,and accept or reject all or part of the
proposal. Acceptance or rejection may be made orally within the 60 day period, and
confirmed in writing within five days.
30. Drug-Free Workplace
Contractor certifies to the State that it will provide a drug-free workplace by doing all of
the following:
a. Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensation, possession, or use of a controlled substance is prohibited in
the person's or organization's workplace and specifying the actions that will be taken
against employees for violations of the.prohibition.
b. Establishing a drug-free awareness program to inform employees about all of the
following:
(1) The dangers of drug abuse in the workplace.
(2) The person's or organization's policy of maintaining a drug-free workplace.
(3) Any available drug counseling, rehabilitation, and employee assistance
programs.
(4) The penalties that may be imposed upon employees for drug abuse violations.
c. Requiring that each employee engaged in the performance of the contract or grant
be given a copy of the statement required by subdivision (a) and that,as a condition
of employment on the contract or grant,the employee agrees to abide by the terms
of the statement.
d. Contractor agrees this contract may be subject to suspension of payments or
termination of this contract,or both,and the contractor may be subject to debarment,
in accordance with the requirements of the Government Code Section 8350, et seq., if
the Department determines that any of the following has occurred:
(1) The contractor or grantee has made a false certification.
(2) The contractor violates the certification by failing to carry out the requirements of
subdivisions(a)through (c) above.
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31. Debarment and SusMnsion Requirements
Contractor agrees to comply with the debarment and suspension requirements as found in
7 Code of Federal Regulations,Part 3017,or as amended.
32. LIMITATIONS ON PAYMENTS TO INFLUENCE
CERTAIN FEDERAL ACTIONS AND RELATED DISCLOSURES
(a) Definitions. As used in this Exhibit,
"Agency," as defined in 5 U.S.C. 552(f), includes Federal executive departments and
agencies as well as independent regulatory commissions and Government
corporations,as defined in 31 U.S.C. 9101(1).
'Covered Federal action' means any of the following Federal actions:
(1) The awarding of any Federal contract;
(2) The making of any Federal grant;
(3) The making of any Federal loan;
(4) The entering into of any cooperative agreement; and
(5) The extension, continuation, renewal, amendment, or modification of any
Federal contract,grant,loan,or cooperative agreement.
Covered Federal action does not include receiving from an agency a commitment
providing for the United States to insure of guarantee a loan.
'Indian tribe' and 'tribal organization' have the meaning provided in section 4 of the
Indian Self-Determination and Education Assistance Act (25 U.S.C. 4506). Alaskan
Natives are included under the definitions of Indian tribes in the Act.
"Influencing or attempting to influence" means making, with the intent to influence,
any communication to or appearance before an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress,in connection with any covered Federal action.
"Local government" means a unit of government in a State and, if chartered,
established, or otherwise recognized by a State for the performance of a government
duty, including a local public authority, a special district, an intrastate district, a
council of governments, a sponsor group representative organization, and any other
instrumentality of a local government.
"Officer or employee of an agency' includes the following individuals who are
employed by an agency:
(1) An individual who is appointed to a position in the Government under title 5,
U. S. Code, including a position under a temporary appointment;
(2) A member of the uniformed services as defined in section 1.01(3), title 37,
U. S. Code;
(3) A special government employee as defined in section 202, title 18, U. S. Code;
and
(4) An individual who is a member of a Federal advisory committee, as defined by
the Federal Advisory Committee Act,title 5,U. S. Code,Appendix 2.
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"Person" means an individual, corporation, company, association, authority, firm,
partnership, society, State, and local government, regardless of whether such entity is
operated for profit or not for profit. This term excludes an Indian tribe, tribal
organization, or any other Indian organization with respect to expenditures specifically
permitted by other Federal law.
"Reasonable compensation" means, with respect to a regularly employeed officer or
employee of any person, compensation that is consistent with the normal
compensation for such officer or employee for work that is not furnished to, not
funded by,or not furnished in cooperation with the Federal Government.
"Reasonable payment" means, with respect to professional and other technical
services, a payment in an amount that is consistent with the amount normally paid for
such services in the private sector.
"Recipient" includes the Contractor or Grantee, and all subcontractors or subgrantees
at any tier in connection with a Federal contract, grant, or other Federally funded
activity. The term excludes an Indian tribe, tribal or ganization, or any other Indian
organization with respect to expenditures specifically permitted by other Federal law.
"Regularly employed" means, with respect to an officer or employee of a person
requesting or receiving a Federal contract, an officer or employee who is employed
by such person for at least 130 working days within 1 year immediately preceding the
date of the submission that initiates agency consideration of such person for receipt of
such contract. An officer or employee who is employed by such person for less than
130 working days within 1 year immediately preceding the date of the submission that
initiates agency consideration of such person shall be considered to be regularly
employed as soon as he or she is employed by such person for 130 working days.
"State" means a State of the United States, the District of Columbia, the
Commonwealth of Puerto Rico, a territory or possession of the United States, an
agency or instrumentality of a State, and a multi-State, regional, or interstate entity
having governmental duties and powers.
b Prohibition.
(1) Section 1352 of title 31, U. S. Code provides in part that no appropriated funds
may be expended by the recipient of a Federal contract, grant, loan, or
cooperative agreement to pay any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress in
connection with any of the following covered Federal actions: The awarding of
any Federal contract, the making of any Federal grant, the making of any
Federal loan, entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract,
grant,loan, or cooperative agreement.
(2) The prohibition does not apply as follows:
(i) Agency and legislative liaison by Own Employees.
(A) The prohibition on the use of appropriated funds, in paragraph (b)(1),
does not apply in the case of a payment of reasonable compensation
made to an officer or employee of a person requesting or receiving a
Federal contract if the payment is for agency and legislative liaison
activities not directly related to a covered Federal action.
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(B) For purposes of paragraph (b)(2)(i)(A), providing any information'
specifically requested by an agency or Congress is allowable at any
time.
(C) For purposes of paragraph (b)(2)(i)(A) of this section, the following
agency and legislative liaison activities are allowable at any time only
where they are not related to a specific solicitation for any covered
Federal action:
W Discussing with any agency (including individual demonstrations)
the qualities and characteristics of the person's products or
services,conditions or terms of sale,and service capabilities; and,
(ID Technical discussions and other activities regarding the
application or adaptation of the person's products or services for
an agency's use.
(D) For purposes of paragraph (b)(2)(1)(A) of this section, the following
agency and legislative liaison activities are allowable only where they
are prior to formal solicitation of any covered Federal action:
(1) Providing any information not specifically requested but necessary
for an agency to make an informed decision about initiation of a
covered Federal action;
07 Technical discussions regarding the preparation of an unsolicited
proposal prior to its official submission; and,
(iii) Capability presentations by persons seeking awards from an
agency pursuant to the provisions of the Small Business Act, as
amended by Public Law 95-507 and other subsequent
amendments.
(E) Only those activities expressly authorized by paragraph (b)(2)(i) are
allowable under paragraph(b)(2)(D.
(i) Professional and technical services by Own Employees.
(A) The prohibition on the use of appropriated funds, in paragraph (b)(1),
does not apply in the case of any reasonable payment of reasonable
compensation made to an officer or employee of a person requesting
or receiving a Federal contract or an extension, continuation, renewal,
amendment, or modification of a Federal contract if payment is for
professional or technical services rendered directly in the preparation,
submission or negotiation of any bid, proposal, or application for that
Federal contract or for meeting requirements imposed by or pursuant
to law as a condition for receiving that Federal contract.
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(B) For purposes of paragraph (b)(2)(ii)(A), 'professional and technical
services" shall be limited to advice an analysis directly applying any
professional or technical discipline. For example, drafting of a legal
document accompanying a bid or proposal by a lawyer is allowable.
Similarly, technical advice provided by an engineer on the
performance or operational capability of a piece of equipment
rendered directly in the negotiation of a contract is allowable.
However, communications with the intent to influence made by a
professional (such as a licensed lawyer) or a technical person (such as
a licensed accountant)are not allowable under this section unless they
provide advice and analysis directly applying their professional or
technical expertise and unless the advice or analysis is rendered
directly and solely in the preparation, submission or negotiation of a
covered Federal action. thus, for example, communications with the
intent to influence made by a lawyer that do not provide legal advice
and analysis directly and solely related to the legal aspects of his or her
client's proposal, but generally advocate one proposal over another
are not allowable under this section because the lawyer is not
providing professional legal services. Similarly,communications with the
intent to influence made by an engineer providing an engineering
analysis prior to the preparation or submission of a bid or proposal are
not allowable under this section since the engineer is providing
technical services but not directly in the preparation, submission or
negotiation of a covered Federal action.
(C) Requirements imposed by or pursuant to law as a condition for
receiving a covered Federal award include those required by law or
regulation,or reasonably expected to be required by law or regulation,
and any other requirements in the actual award documents.
(D) Only those services expressly authorized by paragraph (b)(2)(ii) are
allowable under paragraph(b)(2)(ii).
(iii) Reporting for Own Employees.
No reporting is required with respect to payments of reasonable
compensation made to regularly employed officers or employees of a
person.
(iv) Professional and technical services by Other than Own Employees.
(A) The prohibition on the use of appropriated funds, in paragraph (b)(1),
does not apply in the case of any reasonable payment to a person,
other than an officer or employee of a person requesting or receiving a
covered Federal action, if the payment is for professional or technical
services rendered directly in the preparation,submission,or negotiation
of any bid, proposal, or application for that Federal contract or for
meeting requirements imposed by or pursuant to law as a condition for
receiving that Federal contract.
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(B) For purposes of paragraph (b)(2)(iv)(A), 'professional and technical
services' shall be limited to advice and analysis directly applying any
professional or technical discipline. For example, drafting of a legal
document accompanying a bid or proposal by a lawyer is allowable.
Similarly, technical advice provided by an engineer on the
performance or operational capability of a piece of equipment
rendered directly in the negotiation of a contract is allowable.
However, communications with the intent to influence made by a
professional (such as a licensed lawyer) or a technical person (such as
a licensed accountant)are not allowable under this section unless they
provide advice and analysis directly applying their professional or
technical expertise and unless the advice or analysis is rendered
directly and solely in the preparation, submission or negotiation of a
covered Federal action. Thus, for example, communications with the
intent to influence made by a lawyer that do not provide legal advice
or analysis directly and solely related to the legal aspects of his or her
client's proposal, but generally advocate one proposal over another
are not allowable under this section because the lawyer is not
providing professional legal services. Similarly,communications with the
intent to influence made by an engineer providing an engineering
analysis prior to the preparation or submission of a bid or proposal are
not allowable under this section since the engineer is providing
technical services but not directly in the preparation, submission or
negatiation of a covered Federal action.
(C) Requirements imposed by or pursuant to law as a condition for
receiving a covered Federal award include those required by law or
regulation,or reasonably expected to be required by law or regulation,
and any other requirements in the actual award documents.
(D) Persons other than officers or employees of a person requesting or
receiving a covered Federal action include consultants and trade
associations.
(E) Only those services expressly authorized by paragraph (b)(2)(iv) of this
section are allowable under paragraph(b)(2)(iv).
(v) The prohibition on use of Federal appropriated funds does not apply to
influencing activities not in connection with a specific covered Federal
action. These activities include those related to legislation and regulations
for a program versus a specific covered Federal action.
(55 Fed. Reg. 24542 (June 15, 1990).)
(c) Certification and Disclosure.
(1) Each person (or recipient) who requests or receives a contract, subcontract,
grant,or subgrant,which is subject to section 1352 of title 31, United States Code,
and which exceeds $100,000 at any tier, shall file a certification (in the form set
forth in Attachment 1, consisting of one page, entitled *Certification Regarding
Lobbing') that the recipient has not made, and will not make, any payment
prohibited by paragraph (b) of this Exhibit.
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(2) Each recipient shall file a disclosure (in the form set forth in Attachment 2
consisting of three pages, entitled "Standard Form-LLL-"Disclosure of Lobbying
Activities") if such recipient has made or has agreed to make any payment using
nonappropriated funds (to include profits from any covered Federal action) in
connection with a contract or grant or any extension or amendment of that
contract or grant, which would be prohibited under paragraph (b) of this Exhibit
if paid for with appropriated funds.
(3) Each recipient shall file a disclosure form at the end of each calendar quarter in
which there occurs any event that requires disclosure or that materially affects
the accuracy of the information contained in any disclosure form previously filed
by such person under paragraph (c)(2). An event that materially affects the
accuracy of the information reported includes:
(i) A cumulative increase of $25,000 or more in the amount paid or expected
to be paid for influencing or attempting to influence a covered Federal
action;or
(ii) A change in the person(s) or individual(s) influencing or attempting to
influence a covered Federal action; or,
(iii) A change in the officer(s), employee(s), or Member(s) contacted for the
purpose of influencing or attempting to influence a covered Federal action.
(4) Each person (or recipient) who requests or receives from a person referred to in
paragraph (c)(1) of this section a contract, subcontract, grant, or subgrant
exceeding $100,000 at any tier under a contract or grant shall file a certification,
and a disclosure form,if required,to the next tier above.
(5) All disclosure forms (but not certifications) shall be forwarded from tier to tier until
received by the person referred to in paragraph (1) of this section. That person
shall forward all disclosure forms to the State agency.
(d) Agreement. In accepting any contract,grant,subcontract or subgrant subject to this
Exhibit,the recipient(and any person submitting an offer for such a contract or grant)
agrees not to make any payment prohibited by law or this Exhibit.
(e) Penalties.
(1) Any person who makes an expenditure prohibited under paragraph (b).'of this
Exhibit shall be subject to a civil penalty of not less than $10,000 and not more
than S 100,000 for each such expenditure.
(2) Any person who fails to file or amend the disclosure form to be filed or amended
if required by this Exhibit,shall be subject to a civil penalty of not less than $10A00
and not more than $100,000 for each such failure.
(3) Recipients may rely without liability on the representations made by their
subcontractors or subgrantees in the certification and disclosure form.
(f) Cost allowability. Nothing in this Exhibit is to be interpreted to make allowable or
reasonable any costs which would be unallowable or unreasonable in accordance
with Part 31 of the Federal Acquisition Regulation. Conversely, costs made specifically
unallowable by the requirements in this Exhibit will not be made allowable under any
of the provisions of Part 31 of the Federal Acquisition Regulation.
-23-
Attachment 1
STATE OF CALIFORNIA
DEPARTMENT OF HEALTH SERVICES
CERTIFICATION REGARDING LOBBYING
The undersigned certifies,to the best of his or her knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned,to any person for Influencing or attempting to Influence an officer or employee of an agency
of the United States Government, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the making, awarding or entering Into of this
Federal contract, Federal grant, or cooperative agreement, and the extension, continuation, renewal,
amendment,or modification of this Federal contract,grant,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to Influence an officer or employee of any agency of the United States
Government,a Member of Congress,an officer or employee of Congress,or an employee of a Member of
Congress in connection with this Federal contract,grant,or cooperative agreement,the undersigned shall
complete and submit Standard Form LLL, 'Disclosure of Lobbying Activities' in accordance with its
instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (Including subcontractors,subgrants, and contracts under grants
and cooperative agreements) of $100,000 or more, and that all subrecipients shall certify and disclose
accordingly.
This certification Is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by Section 1352, Title 31, U. S. Code. any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
COIyrRA edSrh e6,, Ty T0�'yi To�e��xSa�
None of Conrraetor Printed Name of Parson SW*V for CcMccta --
k /O�yl
Contract/Grmt Nmbw 97-U actor
r
Chair, Board of Supervisors
3-3a- 93
Date Tft
After execution by or on Behalf of Contractor,please return to:
Department of Health Services
(Name of the DHS program providing the funds)
P.O.Box 942732
714 P Street
Sacramento,CA 94234-7320
CMS natn,ctlond BL"tn No.13(10/91 -24-
Attachment 2
DISCLOSURE OF LOBBYING ACTIVITIES Approved bv OMB
Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352
(See reverse for public burden disclosure)
1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
❑ a. contract ❑ a. bid/offer/application ❑ a. initial filing
b. grant b. initial award b. material change
c. cooperative agreement c. post-award For Material Change Only:
d. loan
e. loan guarantee Year quarter
f. loan Insurance date of last report
4. Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is Subawardee.Enter Name
and Address of Pri
❑ Prime ❑ Subawardee
Tier ,if known:
Congressional District,if known: Congressional District,if known:
6. Federal Department/Agency: 7. Federal Program Name/Description:
CFDA Number,if applicable:
8. Federal Action Number,if known: 9. Award Amount,if known:
10. a. Name and Address of Lobbying Entity b. Name and Address of Lobbying Entity
(if individual,last name,first name,MI): (if Individual,last name,first name,Ml):
(attach Continuation Sheet(s)SF-LLL-A,If necessary)
11. Amount of Payment(check all that apply): 13. Type of Payment(check all that apply):
$ ❑ actual ❑ planned ❑ a. retainer
12. Form of Payment(check all that apply): ❑ b. one-time fee
❑ c. commission
❑ a. cash
El d contingent fee
❑ b. in-kind,specify: Nature
❑ e. deferred
Value ❑ f. other,specify:
14. Brief Description of Services Performed or to be Performed and Date(s)of Service,Including Officer(s),Employee(s),
or Member(s)Contacted,for Payment Indicated in item 11:
(Attach Continuation Sheet(s)SF-LLL-A,if necessary)
15. Continuation Sheet(s)SF-LLL-A Attached: ❑ Yes ❑ No
16. Information requested through this form Is authorized by Title 31,
U.S.C.. Section 1352. This disclosure of lobbying activities is a Slgnahze
material representation of fact upon which reliance was
placed by the tier above when this transaction was made or
entered Into. This disclosure is required pursuant to Title 31, Nnt Name:
U.S.C.,Section 1352. This information will be reported to the
Congress semiannually and will be available for public Title:
inspection. Any person who fails to file the required disclosure
shall be subject to a civil penalty of not less than$10,000 and Telephone No.: Date:
not more than$100,000 for each such failure.
Authorized f orI
Luca Reproduction
Standard Form—LLL
CMS instructional&Iletin No.14(10/91) -25-
INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING-ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the
initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to Title 31, U.S.C.,
Section 1352. The filing of a form Is required for each payment or agreement to make payment to any lobbying entity for
influencing or attempting to Influence an officer or employee of any agency, a Member of congress, on officer or
employee of congress,or an employee of a Member of Congress In connection with a covered Federal action. Use the
SF-LLL-A Continuation Sheet for additional information If the space on the form is inadequate. Complete all items that
apply for both the Initial filing and material change report. Refer to the implementing guidance published by the Office of
Management and Budget for additional information.
1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to Influence the
outcome of a covered Federal action.
2. Identify the status of the covered Federal action.
3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the
information previously reported,enter the year and quarter in which the change occurred. Enter the date of the last
previously submitted report by this reporting entity for this covered Federal Action.
4. Enter the full name, address,city,state and zip code of the reporting entity, Include Congressional District,if known.
Check the appropriate classification of the reporting entity that designates if it Is, or expects to be, a prime or
subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier.
Subawards Include but are not limited to subcontracts,subgrants and contract awards under grants.
5. If the organization filing the report In Item 4 checks'Subawardee;then enter the full name,address,city,state and zip
code of the prime Federal recipient. Include Congressional District,If known.
6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational
level below agency name,if known. For example,Department of Transportation,United States Coast Guard.
7. Enter the Federal program name or description for the covered Federal action (Item 1). If known, enter the full
Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan
commitments.
8. Enter the most appropriate Federal identifying number available for the Federal action Identified in Item 1
(e.g., Request for Proposal (RFP) number; Invitation for Bid(IFB)number; grant announcement number;the contract,
grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include
prefixes,e.g.'RFP-DE-90-001.'
9. For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the
Federal amount of the award/loan commitment for the prime entity Identified in Item 4 or 5.
10. (a) Enter the full name, address, city,state and zip code of the lobbying entity engaged by the reproting entity
Identified in Item 4 to Influence the covered Federal action.
(b) Enter the full names of the Individual(s)performing services,and Include full address if different from 10. (a). Enter
last name,first name.and middle initial(MD.
11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4)to the
lobbying entity(Item 10). INdicate whether the payment has been made(actual)or will be made(planned). Check
all boxes that apply. If this is a material change report,enter the cumulative amount of payment made or planned to
be made.
12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution,
specify the nature and value of the in-kind payment.
13. Check the appropriate box(es). Check all box(es)that apply. If other,specify nature.
14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to
perform,and the date(s)of any services rendered. Include all preparatory and related activity,not just time spent in
actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s),
employee(s),or Members)of Congress that were contacted.
15. Check wether or not a SF-LLL-A continuation Sheet(s)is attached.
16. The certifying official shall sign and date the form,print his/her name,title,and telephone number.
Public reporting burden for this collection of Information is estimated to average 30 minutes per response,
including time for reviewing instructions,searching existing data sources,gathering and maintaining the
data needed,and completing and reviewing the collection of Information. Send comments regarding
the burden estimate or any other aspect of this collection of Information, Including suggestions for
reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project
(0348-0046),Washington.D.C.,20503.
-26-
DISCLOSURE OF LOBBYING ACTIVITIES
CONTINUATION SHEET
Approved by OMB
-348-0046
Reporting Entity: Page of
Authorized for Local RWoducfion
CMS hshucfiond BVlefin Na 14(10/91) -27- Standard farm-LLLA
p
EXHIBIT D
NONDISCRIMINATION CLAUSE
(OCP-I)
1. During the performance of this contract, contractor and its subcontractors shall not
unlawfully discriminate against any employee or applicant for employment because of race,
religion, color, national origin, ancestry, physical handicap, medical condition, marital
status, age(over 40) or sex. Contractors and subcontractors shall insure that the
evaluation and treatment of their employees and applicants for employment are free of
such discrimination. Contractors and subcontractors shall comply with the provisions of
the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and
the applicable regulations promulgated thereunder (California Administrative Code, Title
2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and
Housing Commission implementing Government Code, Section 12990,set forth in Chapter
5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this
contract be reference and made a part hereof as if set forth in full. Contractor and its
subcontractors shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other agreement.
2. This contractor shall include the nondiscrimination and compliance provisions o`this
clause in all subcontracts to perform work under the contract.
STD. I7A (NEW 5-83)
CALIFORNIA AIDS LEADERSHIP COMMITTEE Exhibit J
Statement on Explicitness of
AIDS/HIV Disease Prevention Material
July 27, 1988
The following are axioms regarding AIDS/HIV disease:
L AIDS and other forms of HIV disease are caused by the human immunodeficiency virus (HIV);
2. Sexual intercourse and intravenous drug use are the major transmission modes of the H16;
3. Those possibly partaking in such activities need to understand and know how to modify their behavior to
avoid HIV infection; and
4. To effectively change behavior requires that education materials communicate frankly about HIV, sex, and _
intravenous drug use.
It is also true that the language and illustrations needed to communicate effectively, especially to those being less
literate, are considered offensive to some. In an attempt to address these concerns, various guidelines have been
established at Federal and State levels which have attempted to clarify what is acceptable in government-sponsored
AIDS prevention programs. Unfortunately some of these guidelines have confused those producing AIDS education
materials, have slowed program implementation, and have hampered HIV disease prevention efforts.
To remedy the above problem, the California AIDS Leadership Committee (CALL) believes the following statement
should be used to guide how candid and explicit AIDS/HIV prevention m aleriaLs may be:
1. Candor,frankness,and clear representations are essential for effective communication of AIDS/HIV disease
prevention messages.
2. Because of the nature of HIV transmission, it must be assumed that some.41.DS/HIV disease prevention
materials may offend some people.
3. It is the opinion of the CALC that the social and economic benefits of preventing HIV transmission is of
paramount importance and should lake precedence over the risk of offending some persons by the frankness
of some AIDS/HIV disease prevention materials. However, it is also the position of the CALC that this risk
should be recognized and that efforts should be made to make materials offensive to the fewest number
possible, while still maintaining their effectiveness.
Therefore,for those who are producing AIDS/HIV disease preventive.education materials, it is recommended that
whatever language, illustrations, of demonstrations which their local experts feel necessary be used to effect behavior
change. It is the intent of this recommendation that education materials be designed to maximize their educational
effectiveness; however, materials should be sensitive to others and not utilize any unnecessarily explicit depictions of
sexual or drug-using practices.
The CALC does riot feel it is appropriate to issue narrow stale guidelines or lists of acceptable words. Further, the
CALC recognizes that words which are commonly used by the target audience may be necessary to use if
recommended by local health educalion experts. In addition, it is recognized that explicit piclorials or illustrations
may be necessary to reach sonic populations. Such needs should be determined by local experts.
Finally, the CALC recognizes that for any IHV education and prevention program to be cost cffeclive it is essential
that the massage content and lerminologry be explicitly tailored to each of its target audiences. In such largeling,
sonic explicit language may be used that is offensive to some individuals oulside of the larger audience(s); however,
such offence is both unavoidable and is an acceptable social price to pay for the intended societal benefils. The
decisions regarding the lerminoloo shoull be made at the local level by people most familiar with each target
audience and without undue concern for the reactions of persons outside the large! audience.