7.

2.

10.

unless the propty is described in Exhibit

Budget Plan, as property to be expended during the period of time before this agreement is terminated.

At the expiration of the term of this subgrant or upon termination
prior to the expiration of the subgrant, funds not obligated for
the purposes of this subgrant shall revert to EDD. (All obligations
Eust be expended within two years of termination.)

Termination

4.

b.

Subgrantee may terminate this subgrant upon ninety days written notice to EDD.

EDD ay terminate this subgrant upon written notice at such time
and to such extent as funds are reduced or not made available to
EDD by the U.S. Department of Labor or the California State
Legislature.

Modification

This subgrant may be amended only in writing by the mutual agreement of the parties hereto.

a.

b.

Any modification to this subgrant, except 15 percent variation annually in the Budget Summary (Chart EI), Exhibit E or a 15 percent annual decrease in services to a participant category in the Participant Program Plan, Exhibit D, shall require the written approval of Subgrantor.

Any modification affecting the SDA Flan in the mer described in
Section 104(c) of JTPA is subject to approval as set forth in
Section 105 of JPA.

All notices of termination or modification may be personally deliv-
ered or may be delivered by deposit in the United States Postal
Service, postage prepaid, and shall be deemed to have been given
at the time of personal delivery, or of the date of deposit in
the mail. Notices to the Subgrantee shall be addresssed to:

Donald G. Galloway, Director

of Cemnity Services

Mest Sixth Street

Aareles, California 90020

Notices to EDD shall be addressed to:

State Job Training Partnership Office
800 Capitol Mall, C 69

Sacramento, California 95814

Cash Management

&.

In order to minimize the amount of time between the receipt of advanced funds and their subsequent disbursement, each subgrantee

12.

b.

will time is request for cash to coincide with cash needs.
Subgrantees will assure that no excess cash is on deposit.

Generally, if only sufficient cash is on deposit to cover approxi-
ately three day's average disbursements, EDD will not consider
the amount to be excessive. In this regard, advances to sub-
subrecipients and/or contractors are not considered to be cash on
hand for the subgrantee.

The subgrantee understands and agrees that failure to adhere to these provisions may result in the subgrantee being funded through a monthly reimbursement process.

To request funds, subgrantee may submit written requests or make telephone requests (verified by a subsequent written confirmation).

EDD will advance funds as needed to the subgrantee and will make every effort to assure funds are received when needed.

C. The Employment Development Department retains the authority
to adjust specific amounts requested if EDD's records and subse-
quent verification with the subgrantee indicate that the sub-
grantee has an excessive amount of cash in its account.

Subgrantee shall establish such fiscal controls and fund accounting
procedures as required by JTPA and State and federal regulations or
as may be deemed necessary by the Governor to assure the proper dis-
bursal of, and accounting for, federal funds paid to the subgrantee
under the Job Training Partnership Act.

a.

The Subgrantee shall comply with Federal Regulations 41 CFR
29-70.102, as they relate to charging direct and indirect

costs.

b. EDD, the U.S. Deparment of Labor, the Office of the Inspector General and the Comptroller General shall have the right to observe, monitor and/or evaluate all conditions and activities in the Service Delivery Area, and to investigate, examine, and audit all records, books, papers or documents related to the conduct of programs funded by this subgrant.

c.

d.

The Subgrantee shall maintain such program and fiscal records and make such program statistical and fiscal reports as are required by EDD and/or the U.S. Department of Labor with regard to the Service Delivery Area. Subgrantee agrees to comply with procedures established by the Governor regarding timely completion and submission of required reports.

Subgrantee agrees to retain all records pertinent to all grants and agreements under the JTPA, including financial, statistical, property and participant records a.d supporting documentation for a period of three years from the date of obligation of funds. I5

at the end of three years there is ongo litigation or an audit involving those records, the subgrantee will retain the records until the resolution of such litigation or audit.

13. Subgrantee will comply with policy and procedures established by the Governor with respect to the utilization of any income (including interest) generated as a result of the receipt of Job Training Partnership funds. The Subgrantee will account for this income separately and hold it in trust until directed by the Governor.

14.

15.

16.

Subgrantee shall establish a management information system and a participant data system, as prescribed by the Governor. The participant data system will contain specific detail enough to demonstrate compliance with relevant eligibility criteria (including verification of eligibility), and to track the participants' progress for the purposes of measuring performance and, where appropriate, duration of participation.

Subgrantee shall establish and adhere to an appropriate system, con-
sistent with federal, state and local law, for the award and monitor-
ing of contracts which contain acceptable standards for ensuring account-
ability.

The system for soliciting and/or developing performance based contracts
(20 CFR, Part 629.38(e)(2)) must include sufficient documented analysis
to assure the subgrantee that costs billed as a single unit charge
are reasonable.

Subgrantee shall ensure diligence in managing programs under this
agreement including the carrying out of the appropriate monitoring
activities (including audit) and in taking prompt corrective action
against know violators of the Act. Specifically:

a.

b.

Audits shall be conducted in accordance with the Standards for
Audit of Governmental Organizations. Programs, Activities and
Functions and with the policies and procedures established by the
Governor. Audits will take place at least once every two years
or as deemed necessary by the Governor. Subgrantee agrees to
comply and cooperate with all audit surveys, audits and any
request by the Governor to secure an audit or an audit waiver
(per Section 164 of PL 97-300) on behalf of a subrecipient.

The Subgrantee shall: maintain and make available to auditors
(at all levels) adequate records; cooperate with all auditors;
comply with all Federal regulations, local, State and Federal
laws that are cited in the PESA and JTPA laws as they relate to
the utilization of funds or operation of programs.

c. Subgrantee or auditors performing audits of the subgrantee or its subrecipients shall immediately report to EDD any incidents of fraud, abuse or other criminal activity in relation to this subgrant, the Act, or regulations.

July 15, 1983

17. Personal or real property procured with JTPA funds or transferred from programs under CETA will be used for the purposes of JTPA and the subgrantee will adhere to procedures and recording requirements as may be published by the Governor in order to maintain accountability for property in SDAs.

18.

19.

20.

21.

The Subgrantee agrees, to the extent permitted by law, to indemnify,
defend and save harmless EDD, its officers, agents and employees from
any and all claims and losses accruing or resulting to any and all
contractors, subcontractors, material persons, laborers and any
other persons, firms or corporations furnishing or supplying work,
services, materials, or supplies in connection with the performance
of this subgrant, and from any and all claims and losses accruing or
resulting to any person, firms or corporations which may be injured
or damaged by the Subgrantee in the performance of this subgrant.

This subgrant contains the entire agreement of the parties and super sedes all negotiations and any other agreements between them. This subgrant is not intended to and shall not be to create the relationship of agent, servant, employee, partnership, joint venture or association between EDD and the Subgrantee.

Compliance

Failure on the part of the Subgrantee or a Subcontractor of the Sub-
grantee to comply with these provisions or with the Act or regulations
may result in the issuance of a Notice of Intent to revoke approval
of all or part of this subgrant as provided in JTPA, Section 164(3)(1).
Consistent with State and federal law funds may be withheld for those
projects in which corrective action has not been taken until the Sec-
retary of Labor issues a final determination on the Notice of Intent
to revoke.

Except to the extent that State legislation permits or will permit
the State to asume liability, subgrantee shall be liable for all
amounts which are determined to be due by the Secretary of Labor,
including but not limited to, disallowed costs, which are the result
of subgrantee's or its contractor's conduct under this subgrant.
Subgrantee shall be notified and shall be permitted to participate in
any controversy or proceeding between subgrantor and the Department
of Labor arising from this Subgrant.

1.

The following provisions apply if the Subgrantee is

a nongovemmental entitiy (includes the Private
Industry Council but does not include a consorti
agency created by a Joint Powers Agreement.):

Prior to any disbursements of JTPA funds under this Subgrant Agreement, the Subgrantee agrees to provide to EDD an assurance that all

persoas handil: funds received or disbursem s made hereunder are covered by fidelity bond in an amount not less than $ N/A

the bond is cancelled or reduced, Subgrantee shall immediately so notify EDD. In that event, EDD shall make no further disbursements until it is assured adequate coverage has been obtained.

If

2. With respect to performance under this subgrant, and prior to final subgrant processing and approval, Subgrantee agrees to obtain and maintain in full force and effect throughout the period of this subgrant, the following minimum insurance coverages:

a. General liability insurance with a combined limit of $500,000 or public liability coverage for $500,000 and property damage coverage for $100,000. Regardless of the type of coverage secured, a minimum aggregate of $500,000 for public liability and for property damage is required.

b.

c.

Broad form automobile liability coverage with limits as set
forth in (a) above, which applies to both owned/leased and non-
owned automobiles used by the Subgrantee or its agents in per-
formance of this subgrant, or, in the event that the Subgrantee
will not utilize owned/leased automobiles but intends to require
employees, trainees, or other agents to utilize their own auto-
mobiles in the performance of this subgrant, Subgrantee will
secure and maintain on file from all such employees, trainees,
or agents a self-certification of automobile insurance coverage.
Workers' Compensation Insurance, which complies with provisions
of the California Labor Code, covering all employees of the Sub-
grantee and participants enrolled in work experience programs,
Medical and Accident Insurance will be carried for those partici-
pants not qualifying as "employed" (Section 3352. et seq. of the
California Labor Code) for Workers' Compensation.

3. EDD will be named as certificate holder of policies secured in compliance with paragraphs 2. (a) and 2. (b) above and will be provided certificates of insurance or a copy of the insurance or insurance under Titer's "binder" prior to performance under the subgrant verifying compliance with subgrant insurance requirements. The coverages noted in 2. (a) and 2. (b) above must contain the following clauses:

a.

Insurance coverage will not be cancelled or changed unless 30 days prior to the effective date of cancellation or changes written notice is sent to:

Employment Development Department

c/o State Job Training Partnership Office

800 Capitol Mall, MIC #69

Sacramento, California 95814

July 15, 1923