University of California Office of the President

Senior Vice President--Business and Finance

Costing Policy & Analysis

Research Administration Office

Memo

Operating Guidance

No. 97-10

August 13, 1997

CONTRACT AND GRANT OFFICERS

Subject: CANCELLED Interagency Master Agreement No. 96-27061 and 96-27061 A-01, Amendment 1, State Department of Health Services Occupational Health Branch

This memo transmits a copy of the subject Interagency Master Agreement (IMA), effective April 1, 1997 through June 30, 1997 and as well as Amendment 1 to this IMA which extends it through June 30, 1998.

Requests for services under the terms of this IMA are to be implemented by mutually acceptable Memoranda of Understanding (MOUs) which are administered by individual campus Contract and Grant Offices.

Refer: Lourdes G. DeMattos (510) 987-9850

Subject Index: 02, 22

Organization Index: S-001

Enclosures

Samuela A. Evans

Contract and Grant Officer

*Note: The addressees above represent the standard distribution of Contract and Grant Memos. Additional addressees, if any. may be added based on the subject of the Memo. See cc's.

STATE OF CALIFORNIA

INTERAGENCY

STD. 13 (REV. 9-89)

AGREEMENT NUMBER 96-27061, A-01

THIS AGREEMENT is entered into this 1st day of July 1997 by and between the undersigned State Agencies:

Set forth services, materials, or equipment to be furnished, or work to be performed, and by whom, time for performance including the terms, date of commencement and date of completion, and provision for payment per (1225 and 8752-8752.1 SAM.)

1. In that certain agreement between this Department and the Regents of the University of
California, dated April l, 1997,

Paragraph 6. is amended to read as follows:

"6. Term of Master Agreement

The term of this Master Agreement shall extend from April 1, 1997 through June 30, 1998, subject to A) the provisions of Section 4, Funds Obligated; B) the provisions of funding or funding reduction in subsequent fiscal years described in this Section below; and C) the Department's right to termination under Section 5, Termination. No legal Liability on the part of the State for any payment may arise for performance under this Agreement beyond June 30, 1998 until funds are made available to the State for performance and until UC receives notice of availability to be confirmed in writing by the Contract Manager."

2. The effective date of this agreement is July 1, 1997.

3. All other terms and provisions of said agreement shall remain in full force and effect.

AGREEMENT NUMBER 96-27061

THIS AGREEMENT is entered into this 1st day of April, 1997 by and between the undersigned State Agencies:

Set forth services, materials, or equipment to be furnished, or work to be performed, and by whom, time for performance including the terms. date of commencement and date of completion, and provision for payment per (1225 and 8752-8752.1 SAM.)

TERMS OF INTERAGENCY MASTER AGREEMENT

For the purposes of this Agreement with the University of California, the direct costs, and indirect costs as a percent of personnel costs, allowable for payment shall be identified in this Agreement. The University grants the State, upon reasonable prior notice and identification of materials to be examined, permission to examine University records pertinent to direct costs payable under this Agreement solely for the purpose of determining that the costs are consistent with those identified in the Agreement.

Purpose

This Interagency Master Agreement (IMA) is between the Regents of the University of California, hereafter known as UC and the Department of Health Services, Occupational Health Branch, hereafter known as Agency. UC will perform services including, but not limited to educational, consulting and/or research services in response to written requests from Agency.

(Continued on 9 sheets which are hereby attached and made a part hereof)

NAME OF STATE AGENCY RECEIVING SERVICES
Department of Health Services

NAME OF STATE AGENCY PROVIDING SERVICES

Regents of the University of California

PRINTED NAME AND TITLE OF PERSON SIGNING

Samuela A. Evans, Contract and Grant Officer

FUND NUMBER AND NAME

804-557 General

AMOUNT ENCUMBERED BY THIS DOCUMENT

$ 112,763.00

PRIOR AMOUNT ENCUMBERED FOR THIS CONTRACT

$ 0

TOTAL AMOUNT ENCUMBERED TO DATE

$ 112,763.00

Scope Of Services

The Scope of Services includes, but is not limited to, those described in this paragraph and Attachment A, consisting of one page and entitled "An Overview of the General Work Plan" which is incorporated herein and made a part hereof by this reference. Both parties understand that this Agreement is non-exclusive. Agency is free to seek educational, consulting, and/or research services from any and all parties and sources, and UC may provide such services to any and all other appropriate agencies, public or private.

With due respect for the reasonable convenience of the UC project personnel, Agency staff will be permitted to work side-by-side with UC personnel to the extent and under conditions that may be requested by Agency.

A. Educational Services

UC will provide educational services to the Agency as mutually agreed between Agency and individual UC campuses.

B. Consulting Services

Under terms of the Agreement, UC will provide the Agency consulting services, depending upon the availability of appropriate personnel. Such services may include, but not be limited to the following:

(1)

Performing toxicological, epidemiological and/or medical studies, making appropriate recommendations, conducting oral briefings of study results, preparing written reports;

(2) Providing technical assistance to Agency personnel; and

(3) Performing special assignments of a temporary nature based on the particular knowledge, ability, and/or expertise of the consultant.

C. Research Services

Under terms of this Agreement, UC will provide the Agency with research services in areas where UC personnel have appropriate expertise and which are consistent with the mission and purpose of the UC. It is understood that research activities may:

(1) Be conducted on a long or short-term basis;

(2) Be carried out by UC personnel working alone or in teams, including resident physicians and/or student personnel whenever this is appropriate;

(3) Be carried out within the context of the UC academic program/curriculum (whenever appropriate) and/or outside the curriculum;

(4) Be conducted either on-campus or in off-campus locations.

4. Funds Obligated

Upon completion of services and projects defined in Memoranda of Understanding (MOU) issued pursuant to this Interagency Master Agreement, Agency agrees to pay UC an amount equal to UC's cost of performance hereunder and as approved by the Agency in individual MOU budgets in accordance with Section 8752 of the State Administrative Manual. The maximum amount payable by the State to contractor for performance of scope of work during the 1996-97 Fiscal Year ending June 30, 1997 shall not exceed $112,763.~ Nothing herein shall preclude advance payment pursuant to Article 1, Chapter 3, Part 1, Division 3, Title 2, Government Code. Agency is responsible for not issuing MOUs which exceed the funds available in this IMA.

Termination

o

This Agreement may be terminated by either party upon sixty (60) days advance written notice. In the event of such termination, the contractor shall be reimbursed for all reasonable costs and noncancellable obligations properly incurred prior to date of termination. The contractor shall return to Agency all unexpended advance payments.

Term of Master Agreement

The term of this Master Agreement shall extend from April 1, 1997 through June 30, 1997, subject to A) the provisions of Section 4, Funds Obligated; B) the provisions of funding or funding reduction in subsequent fiscal years described in this Section below; and C) the Department's right to termination under Section 5, Termination. No legal Liability on the part of the State for any payment may arise for performance under this Agreement beyond June 30, 1997 until funds are made available to the State for performance and until UC receives notice of availability, to be confirmed in writing by the Contract Manager.

Master Agreement

A. Contract Manager

For Agency:

Robert Harrison, M.D.

Acting Chief, Occupational Health Branch

For UC:

David F. Mears

Director, Research Administrative Office

B. Amendment

The term of this Master Agreement may be amended in writing as mutually agreed by the Contract Managers or their delegates. Interpretations of and communications about this Master Agreement shall be referred to the Contract Managers.

IMPLEMENTATION OF INTERAGENCY MASTER AGREEMENT

8. Requests for Services

Prior to UC beginning performance of specific services, the Agency and UC Campus Contracts and Grants Officer shall develop a mutually acceptable MOU. The format of the MOU and subjects to be covered are described in Attachment B, entitled "Memorandum of Understanding", which is incorporated herein and made a part hereof by this reference.

Requests for services under the terms of this IMA shall be presented in writing by Agency directly to the Contracts and Grants Officers at individual UC campuses as identified in Attachment C, entitled "University of California Contract and Grants Officers", which is incorporated herein and made a part hereof by this reference. UC may decline to provide requested services when such services are inconsistent or incompatible with its mission and purpose as defined in Section 9 of Article IX of the State of California Constitution or when the capability is not otherwise available.

9. Provisions Applicable to MOUs

A. Subcontracts for Services

Prior written authorization will be required before UC enters into or is reimbursed for any subcontract for services costing $5,000 or more. Excluded from the definition of "Subcontract" are:

a. Subcontracts with constituent UC campuses and/or system and campus auxiliary organizations (including Foundations);

b. Standard employment contracts for personnel to be utilized for work to be carded out under this Agreement.

UC shall inform UC auxiliary personnel and subcontractors performing any work outlined in this Agreement of their responsibilities of reporting project data, progress reports, subcontracting activities, and bidding requirements as well as other applicable conditions and responsibilities described in this agreement.

3. For subcontracts for services exceeding $5,000 entered into by UC, constituent
campuses and/or system and campus auxiliary organizations (including foundations),

' Page 5 IMA #96-27061

interagency Master Agreement Department of Health Services and

Regents of the University of California

at least three competitive bids must be obtained and the following shall apply:

a. UC must provide in its request for authorization, all particulars necessary for evaluating the necessity or desirability of incurring such cost.

b. DHS may identify the information needed to fulfill this requirement.

C. UC shall document and submit to DHS an explanation of the competitive bid process used and the criteria for final selection. DHS may participate in the selection and has ultimate authority to accept/reject the selection.

In the event that a sole source subcontractor is chosen without obtaining three competitive bids, DHS shall obtain sole source approval to use the sole sourced subcontractor from the Health and Welfare Agency (HWA). HWA approval must be obtained prior to the commencement of any work by the subcontractor.

Excluded from these requirements are services identified as being exempt from advertising or competitive bidding as stipulated in State Administrative Manual Section 1233, subsection 3.

DHS reserves the right to approve or disapprove the selection of subcontractors, require the substitution of subcontractors, and order the termination of subcontractors entered into in support of this agreement.

Actual subcontractors (i.e., written agreement between the UC and a subcontractor) of $5,000 or more are subject to the prior review and written approval of DHS. DHS may, at its discretion, elect to waive this right. All such waivers shall be confirmed in writing by DHS.

UC shall maintain a copy of each subcontract entered into in support of this agreement and shall, upon request by DHS, make said copies available for approval, inspection, or audit.

Sole responsibility rests with UC to ensure that Subcontractors are paid in a timely

manner.

8. UC is responsible for all performance requirements under this agreement even
though performance may be carried out through a subcontract.

9. [the following sentence is deleted: ***UC is responsible for a subcontractor's actions or failures to take action in fulfilling the requirements of this agreement. *** Deleted]

10. UC may be required to supply budget detail for each subcontractor and/or each major subcontracted activity under this agreement.

a. Budget detail format and submission requirements will be prescribed by DHS.

b. Methods of including budget detail in this agreement, if applicable, will be prescribed by DHS.

c. Any subcontractor budget detail displayed in this agreement, or incorporated by this reference, is included for information purposes only.

1. Changes to a subcontractor's identity [DELETED *** or subcontractor's budget detail*** DELETED] may be made with the mutual consent of DHS and UC and said changes shall not require the processing of a formal amendment to this agreement.

11. UC shall ensure that all subcontractors for services include provision(s) requiring
compliance with applicable terms and conditions specified in this agreement.

12. UC agrees to include the following clause, relevant to record retention, in all subcontracts for services:

"(Subcontractor Name) agrees to maintain and preserve, until three years after termination of (Contract Number) and final payment from DHS or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract."

13. Unless otherwise stipulated in writing by DHS, UC shall be the subcontractor's sole point of contact for all matters related to performance and payment under this agreement.

14. Upon termination of any subcontract, UC shall notify DHS immediately.

B. Confidentiality of Identifying Information

1. The UC shall protect from unauthorized disclosure, names and other identifying information concerning persons receiving services pursuant to this Agreement, except for statistical information not identifying any client.

2. The UC shall not use identifying information for any purpose other than carrying out UC's obligation under this Agreement.

3. The UC shall promptly transmit to the Agency all requests for disclosure of such identifying information not emanating from the client.

4. The UC shall not disclose, except as otherwise specifically permitted by the Agreement or authorized by the client, any such identifying information to anyone other than the Agency without prior written authorization from the Agency.

5. For purposes of this paragraph, identify 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 photograph.

6. Permission by the Agency to disclose data on one occasion shall not authorize UC or its personnel to further disclose such data on another occasion.

C. Publication

1. Ninety (90) days after any document required to be delivered under this Agreement has been submitted to Agency, UC may, at its own expense, or at the expense of the project director or other persons, publish or otherwise utilize reports submitted under terms of this Agreement.

2. Agency staff will be given access to all data, working papers, facilities, etc., which may be utilized in the performance of a MOU.

3. In any publication that results from work supported in full or in part under this Interagency Master Agreement, the authors shall provide full acknowledgment of the funding source and shall insert and publish the following disclaimer:

"Mention of trade name, proprietary product or specific equipment does not constitute a guaranty or warranty by the California Department of Health Services, nor does it imply approval to the exclusion of other products that may be suitable. The opinions expressed herein represent those of the authors and do not necessarily represent the position of the State of California, Department of Health Services."

D. Charges

The Agency agrees to pay UC the charges for services provided to Agency pursuant to this Agreement as agreed to in this IMA and as approved by Agency in the MOU budget. The MOUs shall have a description of the standard of work and results expected of the project.

Ordinarily costs will be classified into two basic categories: Direct Costs and Overhead Costs.

1. Direct Costs - are those costs that can be identified specifically with a particular
project. These include:

a. Salaries and wages, and fringe benefit rates approved by the Regents of the University of California. Budgets should list the categories of personnel, salary rates and time proposed.

b. Materials and supplies.

c. Services, e.g., computer time, equipment use.

d. Travel and per diem in accordance with UC policy which adopts the rates defined by the State Board of Control for State Employees. Reimbursement for Out-of-State travel requires prior written authorization by the Agency either by approving such travel in the budget or by letter if such travel is not previously approved in the budget.

e. Subcontracts.

2. UC may rebudget up to 20% or $10,000, whichever is less, of total direct costs between existing budget line items of the MOU without formal amendment to the MOU and without prior Agency approval. It is understood that UC will notify the Agency when such budget changes are made and that rebudgeting shall not exceed the total allowable cost as specified in the individual MOUs. Any rebudgeting by UC in excess of 20% or $10,000, whichever is less, of the total direct costs between existing budget line items of the MOU require an amendment to the MOU.

3. Overhead Costs - are those costs incurred for common or joint objectives not readily
or specifically identifiable with a particular project.

In accordance with both Agency and UC policy pertaining to the recovery of full costs, overhead costs are included as an allowable cost for performance under this IMA. The Agency shall pay 20% of personnel costs as described above.

10. Payment

Pursuant to the general authority available in Government Code Sections 11256-11263 which provisions are specifically incorporated into this Agreement, Agency may make advance payments as follows:

Upon execution of a MOU under this Agreement, UC will submit an advance payment invoice in triplicate to Agency to advance to UC the estimated reimbursable cost shown by major cost categories and will reference address of UC Campus Accounting Office to which payment shall be sent. The total amount requested in advance shall not exceed the total allowable costs of the MOU.

Within ninety (90) days of the end of term of the MOU, UC will submit to Agency a statement of actual expenditures by major cost categories incurred during the term of agreement. This statement will serve as the final fiscal report. Any funds advanced in excess of actual expenditures will be refunded by UC. It is agreed between the parties hereto that upon completion of the services computed in accordance with the provisions of Section 8752 of the
State Administrative Manual and said payment adjusted in accordance with the provisions of
Article 1, Chapter 3, Part 1, Division 3, Title 2, Government Code.

11. Invoices

Invoices in triplicate shall reference this IMA and the applicable MOU, and the UC Campus Accounting Office address to which payment shall be sent, and include direct expenses and the overhead rate consistent with the elements in the budget approved by the agency."

Submit invoices to:

Occupational Health Branch

2151 Berkeley Way, Annex 11, Third Floor

Berkeley, CA 94704

Attention: Kathy Brown, Program Administrator

12. Property

Supplies, materials, and equipment charged as a direct cost to a MOU and not fully consumed in the performance of the MOU shall be the property of the Agency. At the completion of each MOU, UC shall identify and inventory all such equipment using standard form HAS 1203, entitled "Exhibit A I - Equipment Purchased With State Funds" which is incorporated herein and made a part hereof by this reference.

13. Meetings. Seminars or Workshops Conducted on Behalf of the Agency Under An MOU

The following shall be subject to prior written approval by the Agency: locations, costs, dates, agenda, instructors, instructional materials, and attendees and any reimbursable publicity or educational materials to be made available for distribution. The UC shall acknowledge the support of the Agency whenever publicizing the work under this IMA in any media.

14. Contractor agrees that this IMA is subject to examination and audit by the State, including the
Auditor General, for a period of three years after final payment under said Agreement.

15. Examination of Accounts, Audits, 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 Agreement, 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 this 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 (3) 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 Agreement, 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 paired, 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 Agreement with the State of California, Department of Health Services, and to permit the State or any of its duly authorized representatives, including the Comptroller General of the Unites States, to have access to and to examine and audit any pertinent books, documents, papers, and records of (name of Vendor or Subcontractor) related to this (purchase order or subcontract)."

16. The attached Standard Form 17A entitled "Nondiscrimination .Clause" consisting of one page,
is incorporated herein and made a part hereof by this reference.

STATE OF CALIFORNIA

NONDISCRIMINATION CLAUSE (OCP-1)

1. During the performance of this contract, contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin. physical disability (including HIV and AIDS),mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shah comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code. Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part hereof as if set forth in full. contractor and its subcontractors shah 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 of this clause in all subcontracts to perform work under the contract.

ATTACHMENT A

AN OVERVIEW OF THE GENERAL WORK PLAN

Carry out specific health effect studies requested by the Occupational Health Branch, as follows:

MOU #

1. Conduct interviews with managers in large construction $ 49,943
companies to identify factors that contribute to the success
and/or failure of their injury prevention programs; analyze
content of interviews and focus groups, develop a draft
model safety and health plan, and disseminate results to
participants.

2. Provide medical assistance to DHS staff in the study of $ 47,820
Tuberculosis in Airline Flight Attendants by performing
3,000 TB screening tests of Flight Attendants at San
Francisco International Airport.

3. Provide industrial hygiene consultation for the investigation $15,000
of flour dust exposures in bakeries and determination of
effective ventilation rates in indoor air spaces in the
prevention of workplace health hazards.

TOTAL $112,763

IMA #96-27061

ATTACHMENT B

MEMORANDUM OF UNDERSTANDING No. (Sample)

This Memorandum of Understanding (MOU) is entered into pursuant to the provisions of Interagency Master Agreement (IMA) #96-27061, dated April 1, 1997, between the Department Health Services (DHS) and the Regents of the University of California (UC). This MOU implements, is made a part of the IMA, and incorporates the IMA provisions applicable to MOUs.

2. UC shall provide the Agency the following services:

a. Conduct interviews with 10 key managers in large, safe construction companies to identify factors that contribute to the success and/or failure of their injury prevention programs;

Conduct two focus groups, each with employees of large, small unionized, and small nonunionized construction companies, to elicit key points that contribute to the success and failure of their programs;

c. Analyze content of interviews and focus groups, develop a draft model safety and health plan, and disseminate results to participants.

The designated Project Manager for UC will be Robin Baker. The Project Manager for DHS will be Dr. Robert Harrison.

The effective date of this MOU shall be April 1, 1997 to June 30, 1997, subject to the availability of funds.

The amount of this MOU shall not exceed $50,000 as specified in the attached budget.

In consideration of the above services, the contractor shall be reimbursed in accordance with the terms outlined in the IMA.

This MOU may be terminated by either party upon 30 days advanced written notice.

Each MOU shall be signed by an authorized representative of the Agency and a UC Contracts and Grants Officer. Copies of each MOU shall be provided to the UC Campus Contracts and Grants Office and the Agency.

AUTHORIZATIONS

Date

Authorized UC Representative

Date Authorized Agency Representative