HomeMy WebLinkAboutAgreement A-22-150 with WestCare.pdf-1-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A G R E E M E N T
THIS AGREEMENT is made and entered into upon execution by and between the COUNTY OF
FRESNO, a Political Subdivision of the State of California, hereinafter referred to as "COUNTY", and
WESTCARE CALIFORNIA, INC., a California 501 (c)(3) nonprofit corporation, whose address is 1900 N.
Gateway Blvd., Suite 100, Fresno CA, 93727, hereinafter referred to as "CONTRACTOR ".
W I T N E S S E T H:
WHEREAS, COUNTY, through its Department of Social Services (DSS), desires to participate in
and fund Substance Abuse Prevention services to strengthen and support families through the provision of
Celebrating Families!, an evidence-based cognitive behavioral program that fosters the development of
safe, healthy, fulfilled, and addiction-free individuals and families, and;
WHEREAS, CONTRACTOR is willing and able to provide Celebrating Families! Program needed
by COUNTY, pursuant to the terms of this Agreement; and
WHEREAS, COUNTY issued Request for Proposal (RFP) No. 22-009 for Celebrating Families!,
and;
WHEREAS, CONTRACTOR responded to said RFP, and was selected to provide services in
accordance with the RFP and CONTRACTOR’S submitted response; and
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.CONTRACTOR’S OBLIGATIONS
CONTRACTOR shall perform all services as set forth in Exhibit A, Summary of Services,
attached hereto and incorporated herein by this reference. CONTRACTOR shall provide specified
services and activities pursuant to the staffing patterns and program expenses detailed in Exhibit B,
Budget Summary, attached hereto and incorporated herein by this reference.
2.T ERM
The term of this Agreement shall commence upon execution through and including March 31,
2025. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods
upon written approval of both parties no later than thirty (30) days prior to the first day of the next twelve
(12)month extension period. The Director of the Department of Social Services (DSS) or his or her
Agreement No. 22-150
-2-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
designee is authorized to execute such written approval on behalf of COUNTY based on
CONTRACTOR’S satisfactory performance.
3. T ERMINATION
A. Non-Allocation of Funds
The terms of this Agreement, and the services to be provided hereunder, are contingent on the
approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the
services provided may be modified, or this Agreement terminated, at any time by giving the
CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract
The COUNTY may immediately suspend or terminate this Agreement in whole or in part, where
in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;or
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach
or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
shall promptly refund any such funds upon demand.
C. Without Cause
Under circumstances other than those set forth above, this Agreement may be terminated by
CONTRACTOR, COUNTY or COUNTY’s DSS Director, or designee, upon the giving of thirty (30) days
advance written notice of an intention to terminate this Agreement.
-3-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4. COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay
CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with the Exhibit B,
Budget Summary.
In no event shall compensation paid for services performed under this Agreement be in excess of
Four Million Nine Hundred Fifty Nine Thousand Three Hundred Forty Five and No/100 Dollars ($4,959,345)
during the term of this Agreement. For the period of April 5, 2022 through March 31, 2025, in no event shall
compensation paid for services performed under this agreement be in excess of Two Million Nine Hundred
Fifty Nine Thousand Three Hundred Forty Five and No/100 Dollars ($2,959,345). For each additional 12-
month period, in no event shall compensation paid for services performed under this Agreement be in
excess of One Million and no/100 Dollars ($1,000,000).
It is understood that all expenses incidental to CONTRACTOR'S performance of services under this
Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with any provision of
the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any compensation
which is not expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall
automatically revert to COUNTY.
The services provided by the CONTRACTOR under this Agreement are funded in whole or in part
by the State of California and the United States Federal government. In the event that funding for these
services is delayed by the State Controller or the Federal government, COUNTY may defer payment to
CONTRACTOR. The amount of the deferred payment shall not exceed the amount of funding delayed to
the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the
State Controller’s or Federal government’s delay of payment to COUNTY plus forty-five (45) days.
5. INVOICING
CONTRACTOR shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month for
expenditures incurred and services rendered in the previous month to:
DSSInvoices@fresnocountyca.gov. Payments by COUNTY’s DSS shall be in arrears for actual services
provided during the preceding month, within forty-five (45) days after receipt, verification, and approval
of CONTRACTOR’s invoices by COUNTY’s DSS. A monthly activity report shall accompany the invoice,
-4-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
reflecting services supported by the invoiced expenditures and be in a form and in such detail as
acceptable to the COUNTY’s DSS. All final claims for funding shall be submitted by CONTRACTOR
within sixty (60) days following the final month of services. At the discretion of COUNTY’s DSS Director
or his/her designee, COUNTY’s DSS may deny payment of any invoice received more than sixty (60)
days following the final month of services.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is otherwise
not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to withhold
payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior written
notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide
services for a period of ninety (90) days after written or email notification of an incorrect or improper
invoice. If after the ninety (90) day period the invoice has still not been corrected to COUNTY’s DSS
satisfaction, COUNTY or COUNTY’s DSS Director or designee may elect to terminate this Agreement,
pursuant to the termination provisions stated in Paragraph Three (3) of this Agreement.
6. MODIFICATION
A. Any matters of this Agreement may be modified from time to time by the written
consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder.
B. Notwithstanding the above, changes to line items in Exhibit B, Budget Summary,
in an amount not to exceed 10% of the annual maximum compensation payable to the contractor as
identified in Section Four (4) of this Agreement, may be made with the written approval of COUNTY’s
DSS Director, or designee and CONTRACTOR. Budget line item changes shall not result in any
change to the annual maximum compensation amount payable to CONTRACTOR, as stated herein.
C. CONTRACTOR agrees that reductions to the maximum compensation set forth in
Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal
sources. Any such reduction to the maximum compensation may be made with the written approval of
COUNTY’s DSS Director or designee and CONTRACTOR. CONTRACTOR further understands that
this Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies which
affect the provisions, term, or funding of this agreement in any manner.
D. Minor changes to the Scope of Services, identified in this Agreement, may be
-5-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
made with the mutual written approval of COUNTY’s DSS Director or designee and CONTRACTOR.
Minor changes may include, but are not limited to changes that will not significantly alter the
responsibilities identified in Section One (1) and Exhibit A. Any changes to the services shall not result
in any change to the maximum compensation.
7. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its
work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify
that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all
matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security
withholding and all other regulations governing such matters. It is acknowledged that during the term of
this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to
this Agreement.
8. HOLD HARMLESS AND INDEMNIFICATION
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the
COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney’s
fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under
-6-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
this Agreement, and from any and all costs and expenses (including attorney’s fees and costs),
damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who
may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers,
agents, or employees under this Agreement.
The provisions of this Section Eight (8) shall survive termination of this Agreement.
9. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement, including both owned and non-owned vehicles.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CONTRACTOR
agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years
following the termination of this Agreement, one or more policies of professional liability insurance with
limits of coverage as specified herein.
D. Worker's Compensation
-7-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A policy of Worker's Compensation insurance as may be required by the California Labor Code.
E. Molestation
Sexual abuse / molestation liability insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall be
issued on a per occurrence basis.
F. Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents, and employees shall be excess only and
not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance written notice given to
COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno,
DSSContractInsurance@fresnocountyca.gov, Attention: Contract Analyst, stating that such insurance
coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
employees will not be responsible for any premiums on the policies; that for such worker’s
compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its
officers, agents, and employees any amounts paid under the insurance policy and that waiver does not
invalidate the insurance policy; that such Commercial General Liability insurance names the County of
-8-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned; that such coverage for additional insured
shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
officers, agents and employees, shall be excess only and not contributing with insurance provided under
CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a
minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
10. ASSIGNMENT AND SUBCONTRACTS
Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under
this Agreement without the prior written consent of the other party. Any transferee, assignee or
subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and
Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the
performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in
writing by COUNTY. The use of subcontractor by CONTRACTOR shall not entitle CONTRACTOR to
any additional compensation than is provided for under this Agreement.
11. CONFLICT OF INTEREST
No officer, employee or agent of the COUNTY who exercises any function or responsibility for
planning and carrying out of the services provided under this Agreement shall have any direct or indirect
personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be
employed by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the
COUNTY. The CONTRACTOR shall comply with all Federal, State of California and local conflict of
interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under
this Agreement and any officer, employee or agent of the COUNTY.
-9-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit [C] and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
13. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR and its officers, employees, agents
and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or
regulation against any employee or applicant for employment, or recipient of services under this
Agreement, because of ethnic group identification, gender, gender identity, gender expression, sexual
orientation, color, physical disability, mental disability, medical condition, national origin, race, ancestry,
marital status, religion, or religious creed.
A. Domestic Partners and Gender Identity
For State fund-funded contracts of $100,000 or more, CONTRACTOR certifies that it complies
with Public Contract Code Section 10295.3.
B. Americans with Disabilities Act
CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, which
prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines
issued pursuant to the ADA (42 U.S.C. 12101 et seq.)
-10-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
C. CONTRACTOR shall include the non-discrimination and compliance provisions of this
section in all subcontracts to perform work under this Agreement.
14. LIMITED ENGLISH PROFICIENCY
CONTRACTOR shall provide interpreting and translation services to persons participating in
CONTRACTOR’s services who have limited or no English language proficiency, including services to
persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to
allow such participants meaningful access to the programs, services and benefits provided by
CONTRACTOR. Interpreter and translation services, including translation of CONTRACTOR’s “vital
documents” (those documents that contain information that is critical for accessing CONTRACTOR’s
services or are required by law) shall be provided to participants at no cost to the participant.
CONTRACTOR shall ensure that any employees, agents, subcontractor, or partners who interpret or
translate for a program participant, or who directly communicate with a program participant in a
language other than English, demonstrate proficiency in the participant’s language and can effectively
communicate any specialized terms and concepts peculiar to CONTRACTOR’s services.
15. MEDI-CAL CONFIDENTIALITY OR CONFIDENTIALITY AND DATA SECURITY
All services performed by CONTRACTOR under this Agreement shall be in strict conformance
with all applicable Federal, State of California, and/or local laws and regulations relating to
confidentiality. CONTRACTOR shall require its employees, agents, officers and subcontractors to
comply with the provisions of Sections 10850 and 14100.2 of the Welfare and Institutions Code, as well
as the California Department of Social Services (CDSS) Manual of Policies and Procedures, Division
19-0000 and the California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures
Manual, Section 2H. These Code sections provide that:
A. All applications and records concerning any individual made or kept by any public
officer or agency in connection with the administration of any provision of the Welfare and Institutions
Code relating to Medicaid or any form of public social services for which grants-in-aid are received by
the State of California from the United States government shall be confidential, and shall not be open to
-11-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
examination for any purpose not directly connected with the administration of such public social
services.
B. No person shall publish, disclose or use or permit or cause to be published or
disclosed any list of persons receiving public social services, except as is provided by law.
C. No person shall publish, disclose, or use or permit or cause to be published,
disclosed or used any confidential information pertaining to an applicant or recipient, except as is
provided by laws.
CONTRACTOR shall inform all of its employees, agents, officers and subcontractors of the
above provisions and that any person knowingly and intentionally violating such provisions is guilty of a
misdemeanor.
In addition, CONTRACTOR, its employees, agents, and officers shall comply, and require all of
its subcontractors to comply, with (1) the DHCS Medi-Cal Privacy and Security Agreement between the
California DHCS and the County of Fresno that is then in effect, and (2) the Privacy and Security
Agreement between the CDSS and the County of Fresno that is then in effect, both of which together
shall be referred to in this section as “the Agreements” and are incorporated herein by this reference.
The current versions of both the DHCS and CDSS Privacy and Security agreements are available upon
request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. CONTRACTOR shall insure
that all personally identifiable information (PII), as defined in the Agreements, concerning program
recipients shall be kept confidential and shall not be opened to examination, publicized, disclosed, or
used for any purpose not directly connected with the administration of the program. CONTRACTOR
shall use appropriate administrative, physical, and technical safeguards to protect PII, as set forth in the
Agreements. Upon discovery of a breach, security incident, intrusion, or unauthorized access, use, or
disclosure of PII, CONTRACTOR shall immediately report the incident to the COUNTY by calling (559)
600-2300 or E-mailing at dssprivacyofficer@fresnocountyca.gov. CONTRACTOR shall certify that all
employees, agents, officers and subcontractors have received privacy and security training before
accessing any PII and have received refresher training annually, as required by the Agreements.
16. CLEAN AIR AND WATER
In the event the funding under this Agreement exceeds One Hundred Fifty Thousand and
-12-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
No/100 Dollars ($150,000.00), CONTRACTOR shall comply with all applicable standards, orders or
requirements issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal
Water Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations,
CONTRACTOR shall:
A. Assure the COUNTY that no facility shall be utilized in the performance of this
Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
B. Notify COUNTY prior to execution of this Agreement of the receipt of any
communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
Violating Facilities;
C. Report each violation of the above laws to COUNTY and understand and agree
that the COUNTY will, in turn, report each violation as required to assure notification to the Federal
Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency
Regional Office; and
D. Include these requirements in each subcontract exceeding $150,000 financed in
whole or in part with federal assistance.
17. PROCUREMENT OF RECOVERED MATERIALS
In the performance of this Agreement, CONTRACTOR shall comply with section 6002 of the
Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
requirements of Section 6002 include procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of
recovered materials practicable, consistent with maintaining a satisfactory level of competition, where
the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
preceding fiscal year exceeded $10,000. For contracts meeting this threshold CONTRACTOR shall
make maximum use of products containing recovered materials that are EPA- designated items unless
the product cannot be acquired:
i. Competitively within a timeframe providing for compliance with the
contract performance schedule;
-13-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
ii. Meeting contract performance requirements; or
iii. At a reasonable price.
18. DRUG-FREE WORKPLACE REQUIREMENTS
For purposes of this paragraph, CONTRACTOR will be referred to as the “grantee”. By drawing
funds against this grant award, the grantee is providing the certification that is required by regulations
implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations
require certification by grantees that they will maintain a drug-free workplace. False certification or
violation of the certification shall be grounds for suspension of payments, suspension or termination of
grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et
seq.).
19. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
Federal assistance funds under the terms of this Agreement. By signing this Agreement,
CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations,
including but not limited to: 7CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549.
By signing this Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its
principals:
1) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
agency; and
2) Shall not knowingly enter into any lower tier covered transaction with an entity
or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time
during the term of this Agreement CONTRACTOR learns that the representations it makes above were
-14-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
erroneous when made or have become erroneous by reason of changed circumstances
C. CONTRACTOR shall include a clause titled “Certification Regarding Debarment,
Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions” and similar in
nature to this Paragraph Twenty (20) in all lower tier covered transactions and in all solicitations for
lower tier covered transactions.
D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in
excess of $25,000 funded by this Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://sam.gov/SAM/.
E. The certification in Paragraph Twenty (20) of this Agreement is a material
representation of fact upon which COUNTY relied in entering into this Agreement.
20. GRIEVANCES
CONTRACTOR shall establish procedures for handling client complaints and/or grievances.
Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve
such issues when appropriate.
21. PROHIBITION ON PUBLICIT Y
None of the funds, materials, property, or services provided directly or indirectly under this
Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e., purchasing of
tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the
above, publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as
necessary to raise public awareness about the availability of such specific services when approved in
advance by the Director or designee and at a cost as provided by CONTRACTOR in writing for such
items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
related expense(s).
22. LOBBYING AND POLITICAL ACTIVITY
None of the funds provided under this Agreement shall be used for publicity, lobbying or
propaganda purposes designed to support or defeat legislation pending in the Congress of the United
States of America or the Legislature of the State of California.
CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for any
-15-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
political activity or to further the election or defeat of any candidate for public office.
23. STATE ENERGY CONSERVATION
CONTRACTORS must comply with the mandatory standard and policies relating to energy
efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42
United States (US) Code sections 6321, et. Seq.
24. FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between CONTRACTOR’S
staff and clients. Such procedures will include provisions for informing CONTRACTOR’S staff and
clients regarding fraternization guidelines.
25. INTERPRETATION OF LAWS AND REGULATIONS
COUNTY reserves the right to make final interpretations or clarifications on issues relating to
Federal and State laws and regulations, to ensure compliance.
26. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
CONTRACTOR, its officers, consultants, subcontractors, agents, and employees shall comply
with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal
policies, procedures, and directives governing projects that utilize State and Federal Funds. This
includes laws, rules and regulations that pertain to construction, health and safety, labor, fair
employment practices, environmental protection, equal opportunity, fair housing, and all other matters
applicable or related to CONTRACTOR’s services, the CONTRACTOR, its subcontractors, and all
eligible activities.
CONTRACTOR shall be responsible for obtaining all permits, licenses, and approvals required
for performing any activities under this Agreement, including those necessary to perform design,
implementation, operation, and maintenance of the activities. CONTRACTOR shall be responsible for
observing and complying with any applicable federal, state, and local laws, rules, and regulations
affecting any such work, specifically those including, but not limited to, environmental protection,
procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall provide copies
of permits and approvals to COUNTY upon request.
-16-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
27. CHILD ABUSE REPORTING
CONTRACTOR shall utilize a procedure acceptable to COUNTY to ensure that all of
SUBRECIPIENT’S employees, volunteers, consultants, subcontractor or agents performing services under
this Agreement shall report all known or suspected child abuse or neglect to one or more of the agencies
set forth in Penal Code Section 11165.9. This procedure shall include having all of CONTRACTOR’s
employees, volunteers, consultants, subcontractor or agents performing services under this Agreement
sign a statement that he or she knows of and will comply with the reporting requirements set forth in Penal
Code Section 11166. The statement to be utilized by CONTRACTOR is set forth in Exhibit D, attached
hereto and by this reference incorporated herein.
28. CHARITABLE CHOICE
CONTRACTOR may not discriminate in their program delivery against a client or potential client
on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively
participate in a religious practice. Any specifically religious activity or service made available to
individuals by the CONTRACTOR must be voluntary as well as separate in time and location from
County funded activities and services. CONTRACTOR shall inform County as to whether they are faith-
based. If SUBRECIPIENT identifies as faith-based, they must submit to DSS a copy of their policy on
referring individuals to alternate services to CONTRACTOR, and include a copy of this policy in their
client admission forms. The policy must inform individuals that they may be referred to an alternative
provider if they object to the religious nature of the program, and include a notice to DSS. Adherence to
this policy will be monitored during annual site reviews, and a review of client files. If CONTRACTOR
identifies as faith-based, by July 1 of each year CONTRACTOR will be required to report to DSS the
number of individuals who requested referrals to alternate providers based on religious objection.
29. NO OBLIGATION BY FEDERAL GOVERNMENT
The Federal Government is not a party to this contract and is not subject to any obligations or
liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from
this Agreement.
///
///
-17-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED
ACTS
CONTRACTOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False
Claims and Statements) applies to CONTRACTOR’s actions pertaining to this contract.
31. RECORDS
A. Record Establishment and Maintenance
CONTRACTOR shall establish and maintain records in accordance with those
requirements prescribed by COUNTY, with respect to all matters covered by this Agreement.
CONTRACTOR shall retain all fiscal books, account records and client files for services performed
under this Agreement for at least five (5) years from date of final payment under this Agreement or until
all State and Federal audits are completed for that fiscal year, whichever is later.
B. Cost Documentation
1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days
following the end of each month, all fiscal and program reports for that month. CONTRACTOR shall
also furnish to COUNTY such statements, records, data and information as COUNTY may request
pertaining to matters covered by this Agreement. In the event that CONTRACTOR fail to provide
reports as provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until
compliance is established.
2) All costs shall be supported by properly executed payrolls, time records,
invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this
Agreement and they shall be clearly identified and readily accessible. The support documentation must
indicate the line budget account number to which the cost is charged.
3) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any
potential State or Federal audit exception discovered during an examination. Where findings indicate
that program requirements are not being met and State or Federal participation in this program may be
imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of
receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY’S intent to
-18-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
terminate this Agreement.
C. Service Documentation
CONTRACTOR agree to maintain records to verify services under this Agreement
including names and addresses of clients served, if applicable, and the dates of service and a
description of services provided on each occasion. These records and any other documents pertaining
in whole or in part to this Agreement shall be clearly identified and readily accessible.
32. SINGLE AUDIT CLAUSE
If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in
Federal and Federal flow-through monies annually, CONTRACTOR agrees to conduct an annual audit
in accordance with the requirements of the Single Audit Standards as set forth in Office of Management
and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit
said audit and management letter to COUNTY. The audit must include a statement of findings or a
statement that there were no findings. If there were negative findings, CONTRACTOR must include a
corrective action signed by an authorized individual. CONTRACTOR agrees to take action to correct any
material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
COUNTY’s DSS, Administration, for review within nine (9) months of the end of any fiscal year in which
funds were expended and/or received for the program. Failure to perform the requisite audit functions as
required by this Agreement may result in COUNTY performing the necessary audit tasks, or at
COUNTY’s option, contracting with a public accountant to perform said audit, or, may result in the
inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to this
Agreement are the sole responsibility of CONTRACTOR.
A. A single audit report is not applicable if all CONTRACTOR’s Federal contracts do
not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR’s
funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
performed and a program audit report with management letter shall be submitted by CONTRACTOR to
COUNTY as a minimum requirement to attest to CONTRACTOR’s solvency. Said audit report shall be
delivered to COUNTY’s DSS, Administration, for review no later than nine (9) months after the close of
the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with
-19-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall
be billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY’s Auditor-
Controller/Treasurer-Tax Collector.
B. CONTRACTOR shall make available all records and accounts for inspection by
COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
least three (3) years following final payment under this Agreement or the closure of all other pending
matters, whichever is later.
33. AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may
deem necessary, make available to the COUNTY for examination all of its records and data with respect
to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY,
permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the Auditor General for a period of three (3) years after final payment under
contract (California Government Code Section 8546.7).
In addition, CONTRACTOR shall cooperate and participate with COUNTY’s fiscal review
process and comply with all final determinations rendered by the COUNTY’s fiscal review process. If
COUNTY reaches an adverse decision regarding CONTRACTOR’s services to consumers, it may result
in the disallowance of payment for services rendered; or in additional controls to the delivery of services,
or in the termination of this Agreement, at the discretion of COUNTY’s DSS Director or designee. If as a
result of COUNTY’s fiscal review process a disallowance is discovered due to CONTRACTOR’s
deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to
CONTRACTOR and this disallowance will be adjusted from CONTRACTOR’s future payments, at the
-20-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
discretion of COUNTY’s DSS Director or designee. In addition, COUNTY shall have the sole discretion
in the determination of fiscal review outcomes, decisions, and actions.
34. CONTRACTOR’S NAME CHANGE
An amendment, assignment, or new agreement is required to change the name of
CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change
COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid
prior to approval of said agreement.
35. PROPERTY OF COUNTY
Any use of COUNTY funds provided under this Agreement, as specified in Exhibit B, for the
purchase of computer hardware, software, and printers must be approved by COUNTY prior to
purchase and must meet COUNTY specifications. CONTRACTOR agrees to take reasonable and
prudent steps to ensure the security of any and all said hardware and software provided to it by
COUNTY under this Agreement, and to maintain replacement-value insurance coverages on said
hardware and software approved by COUNTY.
In addition, all purchases over Five Thousand and No/100 Dollars ($5,000.00) made during the
life of this Agreement shall be identified as fixed assets with an assigned COUNTY Accounting Inventory
Number. These fixed assets shall be retained by COUNTY, as COUNTY property, in the event this
Agreement is terminated or upon expiration of this Agreement. The CONTRACTOR agrees to
participate in an annual inventory of all COUNTY fixed assets and shall be physically present when fixed
assets are returned to COUNTY possession at the termination or expiration of this Agreement.
CONTRACTOR is responsible for returning to COUNTY all COUNTY owned fixed assets upon the
expiration or termination of this Agreement.
36. PUBLIC INFORMATION
CONTRACTOR shall disclose COUNTY as a funding source in all public information and
program materials developed in support of contracted services.
37. NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
-21-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
COUNTY CONTRACTOR
Director of Social Services, County of Fresno Chief Operating Officer
P.O. Box 1912 WestCare California, Inc.
Fresno, CA 93717-1912 1900 Gateway Blvd., Suite 100
Fresno, CA 93727
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, or
by an overnight commercial courier service. A notice delivered by personal service is effective upon
service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY
business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
delivered by an overnight commercial courier service is effective one COUNTY business day after deposit
with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next
day delivery, addressed to the recipient. For all claims arising out of or related to this Agreement, nothing in
this section establishes, waives, or modifies any claims presentation requirements or procedures provided
by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
Code, beginning with section 810).
38. CHANGE OF LEADERSHIP/MANAGEMENT
In the event of any change in the status of CONTRACTOR’s leadership or management,
CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
Such notification shall include any new leader or manager’s name and address. “Leadership or
management” shall include any employee, member, or owner of CONTRACTOR who either a) directs
individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
services are provided, or c) has authority over CONTRACTOR’s finances.
39. ELECTRONIC SIGNATURE
The parties agree that this Agreement may be executed by electronic signature as provided in
this section. An “electronic signature” means any symbol or process intended by an individual signing
this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
-22-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
through (5), and agrees that each other party may rely upon that representation. This Agreement is not
conditioned upon the parties conducting the transactions under it by electronic means and either party
may sign this Agreement with an original handwritten signature.
40. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno County,
California. The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
41. DISPUTES
In the event of any dispute, claim, question, or disagreement arising from or relating to this
agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute,
claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good
faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to
both parties. During this time, the parties will continue meeting their contract responsibilities. If the
parties do not reach such solution within a period of 60 days, then the parties may take whatever action
is available to them by law.
42. SEVERABILITY
If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or
otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make
best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable
terms intended to accomplish the parties’ original intent.
-23-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
43. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY
with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
1
2
3
4
5
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first hereinabove written .
CO~~CTOR: -~1-C"'-L C&, !,\s\ ,1 ,~. COU{YtrRESNO
7
8
Title: CJ.'..) 0
Chairman of the Board, or
President , or any Vice President
9 {\~l..--vv-\ r~ c::u_0V\.~"' \'l"\.0, ~ C'.oa
·\-o ~c::_JJ::::_t_i-. ~~+ ·7\.)
10 ~I:::, 'h 'lA..\C_\:c....A o20Z'L.--U I
11 .,,,__ l,"L.
""'U'C..c..-
Brian Pacheco , Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of Cal ifornia
12
13
14
15
16
17
18
19
20
21
22
23
24
P~nt Name:~,M Wan De. By: #7e Gz~wvr=
Deputy
Title : Cat Pan<;'Q., l I) c--...'>9_c_, t'--\.~':\
Secre ary (of Corporation), or U
any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Mailing Address:
1900 N. Gateway Blvd . Suite 100
Fresno, CA 93727
Contact: Shawn Jenkins, Chief Operating Officer
Phone No: (559) 974-2919
FOR ACCOUNTING USE ONLY :
25 Fund/Subclass : 0001/10000
26 ORG No.: 56107001
Account No.: 7870
27
28
-24-
Exhibit A
Page 1 of 3
SUMMARY OF SERVICES
ORGANIZATION: WestCare California, Inc.
SERVICES: Celebrating Families!
ADDRESS: 1900 N. Gateway Blvd., Suite 100 Fresno, CA 93727
SERVICE ADDRESS: 601 E. Belmont Ave. Fresno, CA 93701
TELEPHONE: (559) 974-2919
CONTACT: Shawn Jenkins
EMAIL: Shawn.jenkins@westcare.com
A. SUMMARY OF SERVICES
WESTCARE CALIFORNIA, INC. (CONTRACTOR) will provide substance abuse prevention
services through the Celebrating Families! (CF!) program. The goal of CF! is to prevent
future addiction in children, address parents’ addiction, and prevent potential physical and/or
mental health problems by teaching families healthy living skills.
B. TARGET POPULATION
The target population for CF! is families from the CalWORKs Welfare to Work (WTW)
program in which one or both parents have problems with drugs and/or alcohol, or who
would otherwise benefit from learning the healthy living skills taught in CF!. DSS expects to
refer up to 300 clients and their families to CONTRACTOR per contract year.
CONTRACTOR may also make reverse referrals to the Fresno County Department of Social
Services (DSS) if it is determined that WTW clients participating in other CONTRACTOR
programs would like to participate in CF!.
C. STAFFING LEVELS
CONTRACTOR will maintain a sufficient level of qualified staff to effectively conduct all CF!
activities, consistent with the Budget Narrative detailed in Exhibit B. Staffing must reflect the
diverse cultural and linguistic characteristics of the population served.
CONTRACTOR will be responsible to provide all training necessary to promote staff
development and/or effective service delivery.
Exhibit A
Page 2 of 3
D. CONTRACTOR’s RESPONSIBILITIES
CONTRACTOR will schedule cohorts of DSS-referred WTW families to participate in CF!, a
sixteen (16) week program. Cohorts are to consist of six (6) to fifteen (15) families each and
will run simultaneously with each meeting on a different weeknight, Monday through Friday.
CONTRACTOR may also schedule cohorts to meet on Saturday or Sunday evenings if it is
determined that weekend sessions may better fit the needs of families who are unable to
participate on weeknights. At least one cohort per contract year must be conducted in
Spanish using the ¡Celebrando Familias! curriculum. CONTRACTOR is responsible for the
provision of the required meal to begin each of the sixteen (16) weekly sessions, as well as
curriculum materials for the participants.
Engagement is an important component of the services provided, and CONTRACTOR shall
conduct outreach to ensure that clients continue to participate in CF!. CONTRACTOR will
also present their services to DSS staff in a frequency and manner to be determined by
DSS, including but not limited to, in-person or video presentations and informational
brochures.
CF! is an essential service and as such, CONTRACTOR will continue to provide CF! in
conformance with applicable State or County guidelines during the current pandemic and/or
any other public emergency that may arise in the future. Any proposed deviation in service
delivery or staffing levels in response to the current or future public emergencies must be
approved by DSS prior to implementation.
E. COUNTY RESPONSIBILITIES
DSS staff will refer families that may benefit from CONTRACTOR’s voluntary CF! program.
DSS staff will coordinate and participate in monthly meetings with CONTRACTOR to review
program outcomes and discuss contractual issues.
DSS staff will meet with CONTRACTOR staff as often as needed to exchange pertinent
information, provide guidance, resolve problems, and work collaboratively to coordinate
services.
A DSS Job Specialist may be present at the beginning of sessions to provide ancillary
support to DSS clients if needed.
F. REPORTS AND OUTCOMES
DSS will consider CONTRACTOR performance levels when determining funding
recommendations for future Agreements. For the contract period, CONTRACTOR shall
document all participant attendance records, collect pre- and post-assessment data, and
participant satisfaction surveys. CONTRACTOR will submit attendance records to DSS
weekly, as well as Monthly Activity Reports by the tenth of each month in a manner and
format determined by DSS.
The CF! curriculum teaches WTW clients and their families healthy living skills to help them
overcome barriers to successful employment. The outcomes listed below will measure the
Exhibit A
Page 3 of 3
success of CONTRACTOR’s services. These outcomes may be modified at DSS’ discretion
upon written consent of COUNTY’s DSS Director or designee and CONTRACTOR.
CONTRACTOR will report outcomes in each MAR or alternate method determined by DSS.
Outcomes to be reported Outcome Indicators
Client participation and
engagement
At least 50% of families referred will participate in CF!
Client participation Year 1: At least 50% of families participating in CF! will
complete the sixteen-week program, as measured by
attendance records.
Year 2: At least 75% of families participating in CF! will
complete the sixteen-week program, as measured by
attendance records.
Years 3 – 5: At least 80% of families participating in
CF! will complete the sixteen-week program, as
measured by attendance records.
Program effectiveness At least 80% of families who complete CF! will
demonstrate increased knowledge of healthy living
skills, as measured by pre- and post-assessments.
Program satisfaction At least 80% of families who complete CF! will report
“good” or “very good” satisfaction with services
received, as measured by participant satisfaction
surveys.
Exhibit B
BUDGET SUMMARY (Upon Execution – March 2023) VENDOR NAME: WestCare California, Inc.
CATEGORY BUDGET ITEM # TOTAL
Salaries 0100 $502,199
Payroll Taxes 0150 $38,418
Benefits 0200 $71,564
SUBTOTAL: $612,181
SERVICES & SUPPLIES
Insurance 0250 $4,482
Communications 0300 $4,500
Office Expense 0350 $16,404
Equipment 0400 $43,920
Facilities 0450 $12,787
Travel Costs 0500 $2,400
Program Supplies 0550 $80,264
Consultancy/Subcontracts 0600 $0
Fiscal & Audits 0650 $0
Training 0660 $22,516
Indirect Costs 0700 $159,891
SUBTOTAL: $347,164
TOTAL EXPENSES: $959,345
Exhibit B
BUDGET PERSONNEL DETAIL (Upon Execution- March 2023) VENDOR NAME: WestCare California, Inc.
SALARIES
Position % of Time on Project Number of Months
Monthly Salary/Hourly
Wages
Salary/Wages Funds
Requested
Deputy Administrator 15% 12 $7,083 $12,749
Program Coordinator 100% 11 $5,417 $59,587
Administrative Assistant 100% 11 $3,293 $36,223
(2) Cooks 50% 9.5 $3,120 $29,640
(20) Facilitators 50% 10 $3,640 $364,000
Total Salaries/ Wages $502,199
BENEFITS (Health Ins; Life Ins; Retirement; Other benefits)
Benefit Item (Calculation) Item Total
Payroll taxes 7.65% $38,418
State Unemployment 6.3% $31,639
Workers’ Comp 2.0% $10,044
Health and Dental Insurance 4.79% $24,055
Life Insurance .09% $452
Retirement 1.07% $5,374
TOTAL SALARIES AND BENEFITS: $612,181
Exhibit B
BUDGET DETAIL (Upon Execution – March 2023) VENDOR NAME: __WestCare California, Inc.__________________________
BUDGET LINE ITEM CATEGORY & DESCRIPTION/ CALCULATION SUBTOTAL TOTAL
0100
0250
0300
0350
0400
Salaries, payroll taxes and benefits-see above Insurance - $373.50 per month
Communications
• VOIP Phones- $180 per
phone.
• VOIP Monthly Service
$20 per month x 2
phones x 12 months
• Cell Phone
$120 per month x 1 phone x 12 months
• Air cards $85 per month for 2 air cards x 12 months.
• Building internet $100 per month x 1 x 12 months Office Supplies
• Copier Lease $800 per month x 12 months
• Office supplies/Consumables $350 per month x12
• Postage & Freight. $100
per month x 12
• Printing & Duplication. $117 per month x 12 Equipment
• Laptop Computer
12 laptops each $1,100
• Docking Stations (2)
$4,482
$360
$480
$1,440
$1,020 $1,200 $9,600 $4,200
$1,200
$1,404
$13,200
$520
$612,181
$4,482
$4,500
$16,404
$43,920
Exhibit B
0450
0500 0550
and Monitors (2)
• LAN & Server Equipment
• Restaurant Grade refrigerator and freezer. $3K each
• Restaurant cooking supplies.
• Furniture includes desk, chairs, file cabinets and tables
Facilities
• Electricity
$650 per month x 12
months
• Water $125 per month x 12 months
• Sewer/Garbage $70.60 per month x 12 months
• Natural Gas $70 per month x 12 months
• Facilities Repair & Maintenance $150 per month x 12 Travel - $2,400 Annually Program Supplies
• Program/Food Supplies $150 per month x 12 months
• Participant Supplies
• Communication App
• Educational Materials-Implementation
packets.
• Additional Set of (5) Guides $203 per set x 1
• Facilitator Guides $329 per set x 1 set
• Program food. $2.50 pp
$5,000 $6,000 $12,200 $7,000
$7,800
$1,500
$847
$840
$1,800 $2,400 $1,800 $10,000 $12,000
$5,532
$203
$329
$12,787
$2,400 $80,264
Exhibit B
0660
0700
* 420 people/week*48 weeks per year Training
• Group Leader Training $10,000 per year x 1 year
• Train the Trainer $5,200 per year x 1 year
• Lodging $175 per night per trainer x 2 trainers x
4 nights
• Lunch $17 per person, per day x 3 days
• Travel for trainers 0.56 per miles x 305 miles total for round trip.
• Staff Recruitment-$110 per staff x 36 staff
Indirect: Total direct cost of $799,455 x 20%
$50,400 $10,000 $5,200 $1,400
$1,785
$171
$3,960
$159,891
$22,516
$159,891
TOTAL EXPENSES $959,345 $959,345
Exhibit B
BUDGET SUMMARY (April 2023 – March 2024) VENDOR NAME: WestCare California, Inc.
CATEGORY BUDGET ITEM # TOTAL
Salaries 0100 $587,260
Payroll Taxes 0150 $44,925
Benefits 0200 $83,685
SUBTOTAL: $715,870
SERVICES & SUPPLIES
Insurance 0250 $4,482
Communications 0300 $4,140
Office Expense 0350 $12,840
Equipment 0400 $0
Facilities 0450 $12,787
Travel Costs 0500 $2,400
Program Supplies 0550 $80,264
Consultancy/Subcontracts 0600 $0
Fiscal & Audits 0650 $0
Training 0660 $550
Indirect Costs 0700 $166,667
SUBTOTAL: $284,130
TOTAL EXPENSES: $1,000,000
Exhibit B
BUDGET PERSONNEL DETAIL (April 2023 – March 2024) VENDOR NAME: WestCare California, Inc
SALARIES
Position % of Time on Project Number of Months
Monthly Salary/Hourly
Wages
Salary/Wages Funds
Requested
Deputy Administrator 10% 12 $7,083 $8,500
Program Coordinator 100% 12 $5,417 $65,004
Administrative Assistant 100% 12 $3,293 $39,516
(2) Cooks 50% 12 $3,120 $37,440
(20) Facilitators 50% 12 $3,640 $436,800
Total Salaries/ Wages $587,260
BENEFITS (Health Ins; Life Ins; Retirement; Other benefits)
Benefit Item (Calculation) Item Total
Payroll taxes 7.65% $44,925
State Unemployment 6.3% $36,997
Workers’ Comp 2.0% $11,745
Health and Dental Insurance 4.79% $28,130
Life Insurance .09% $529
Retirement 1.07% $6,284
TOTAL SALARIES AND BENEFITS: $715,870
Exhibit B
BUDGET DETAIL (April 2023 – March 2024) VENDOR NAME: Westcare California, Inc__________________________________________
BUDGET LINE ITEM CATEGORY & DESCRIPTION/ CALCULATION SUBTOTAL TOTAL
0100
0250
0300
0350
0450
Salaries, payroll taxes and benefits-see above Insurance - $373.50 per month
Communications
• VOIP Monthly Service
$20 per month x 2
phones x 12 months
• Air Cards. $85 per
month x 12
• Cell Phone
$120 per month x 1 phone x 12 months
• Building internet $100 per month x 1 x 12 months Office Supplies
• Copier Lease $503 per month x 12 months
• Office supplies/Consumables $350 per month x12
• Postage & Freight. $100 per month x 12
• Printing & Duplication. $117 per month x 12 Facilities
• Electricity
$650 per month x 12
months
• Water
$125 per month x 12 months
$4,482
$480
$1,020
$1,440
$1,200 $6,036 $4,200 $1,200 $1,404
$7,800
$1,500
$715,870
$4,482
$4,140
$12,840
$12,787
Exhibit B
0500
0550
0660 0550
• Sewer/Garbage $70.60 per month x 12 months
• Natural Gas $70 per month x 12 months
• Facilities Repair & Maintenance $150 per month x 12 Travel - $2,400 annually.
Program Supplies
• Program/Food Supplies
$150 per month x 12 months
• Participant Supplies
• Communication App
• Educational Materials-
Implementation
packets.
• Additional Set of (5) Guides $203 per set x 1
• Facilitator Guides $329 per set x 1 set
• Program food $2.50 pp * 420 people/week*48 weeks per year Training
• Staff Recruitment-$110 per staff x 5 staff Indirect: Total direct cost of $833,333 x 20%
$847 $840 $1,800 $2,400
$1,800
$10,000
$12,000
$5,532
$203
$329 $50,400 $550 $166,667
$2,400
$80,264
$550 $166,667
TOTAL EXPENSES $1,000,000 $1,000,000
Exhibit B
BUDGET SUMMARY (April 2024 – March 2025) VENDOR NAME: WestCare California, Inc
Salaries 0100 $587,260
Payroll Taxes 0150 $44,925
Benefits 0200 $83,685
SUBTOTAL: $715,870
SERVICES & SUPPLIES
Insurance 0250 $4,482
Communications 0300 $4,140
Office Expense 0350 $12,840
Equipment 0400 $0
Facilities 0450 $12,787
Travel Costs 0500 $2,400
Program Supplies 0550 $80,264
Consultancy/Subcontracts 0600 $0
Fiscal & Audits 0650 $0
Training 0660 $550
Indirect Costs 0700 $166,667
SUBTOTAL: $284,130
TOTAL EXPENSES: $1,000,000
Exhibit B
BUDGET PERSONNEL DETAIL (April 2024 – March 2025) VENDOR NAME: WestCare California, Inc
SALARIES
Position % of Time on Project Number of Months
Monthly Salary/Hourly
Wages
Salary/Wages Funds
Requested
Deputy Administrator 10% 12 $7,083 $8,500
Program Coordinator 100% 12 $5,417 $65,004
Administrative Assistant 100% 12 $3,293 $39,516
(2) Cooks 50% 12 $3,120 $37,440
(20) Facilitators 50% 12 $3,640 $436,800
Total Salaries/ Wages $587,260
BENEFITS (Health Ins; Life Ins; Retirement; Other benefits)
Benefit Item (Calculation) Item Total
Payroll taxes 7.65% $44,925
State Unemployment 6.3% $36,997
Workers’ Comp 2.0% $11,745
Health and Dental Insurance 4.79% $28,130
Life Insurance .09% $529
Retirement 1.07% $6,284
TOTAL SALARIES AND BENEFITS: $715,870
Exhibit B
BUDGET DETAIL (April 2024 – March 2025) VENDOR NAME: Westcare California, Inc__________________________________________
BUDGET LINE ITEM CATEGORY & DESCRIPTION/ CALCULATION SUBTOTAL TOTAL
0100
0250
0300
0350
0450
Salaries, payroll taxes and benefits-see above Insurance - $373.50 per month
Communications
• VOIP Monthly Service
$20 per month x 2
phones x 12 months
• Air Cards. $85 per
month x 12
• Cell Phone
$120 per month x 1 phone x 12 months
• Building internet $100 per month x 1 x 12 months Office Supplies
• Copier Lease $503 per month x 12 months
• Office supplies/Consumables $350 per month x12
• Postage & Freight. $100 per month x 12
• Printing & Duplication. $117 per month x 12 Facilities
• Electricity
$650 per month x 12 months
• Water $125 per month x 12 months
$4,482
$480
$1,020
$1,440
$1,200 $6,036 $4,200 $1,200 $1,404
$7,800
$1,500
$715,870
$4,482
$4,140
$12,840
$12,787
Exhibit B
0500
0550
0660 0550
• Sewer/Garbage $70.60 per month x 12 months
• Natural Gas $70 per month x 12 months
• Facilities Repair & Maintenance $150 per month x 12 Travel - $2,400 annually
Program Supplies
• Program/Food Supplies
$150 per month x 12 months
• Participant Supplies
• Communication App
• Educational Materials-
Implementation
packets.
• Additional Set of (5) Guides $203 per set x 1
• Facilitator Guides $329 per set x 1 set
• Program food. $2.50 pp * 420 people/week*48 weeks per year Training
• Staff Recruitment-$110 per staff x 5 staff Indirect: Total direct cost of $833,333 x 20%
$847 $840 $1,800 $2,400
$1,800
$10,000
$12,000
$5,532
$203
$329 $50,400 $550 $166,667
$2,400
$80,264
$550 $166,667
TOTAL EXPENSES $1,000,000 $1,000,000
Exhibit B
BUDGET SUMMARY (April 2025 – March 2026) VENDOR NAME: WestCare California, Inc
CATEGORY BUDGET ITEM # TOTAL
Salaries 0100 $587,260
Payroll Taxes 0150 $44,925
Benefits 0200 $83,685
SUBTOTAL: $715,870
SERVICES & SUPPLIES
Insurance 0250 $4,482
Communications 0300 $4,140
Office Expense 0350 $12,840
Equipment 0400 $0
Facilities 0450 $12,787
Travel Costs 0500 $2,400
Program Supplies 0550 $80,264
Consultancy/Subcontracts 0600 $0
Fiscal & Audits 0650 $0
Training 0660 $550
Indirect Costs 0700 $166,667
SUBTOTAL: $284,130
TOTAL EXPENSES: $1,000,000
Exhibit B
BUDGET PERSONNEL DETAIL (April 2025- March 2026) VENDOR NAME: WestCare California, Inc
SALARIES
Position % of Time on Project Number of Months
Monthly Salary/Hourly
Wages
Salary/Wages Funds
Requested
Deputy Administrator 10% 12 $7,083 $8,500
Program Coordinator 100% 12 $5,417 $65,004
Administrative Assistant 100% 12 $3,293 $39,516
(2) Cooks 50% 12 $3,120 $37,440
(20) Facilitators 50% 12 $3,640 $436,800
Total Salaries/ Wages $587,260
BENEFITS (Health Ins; Life Ins; Retirement; Other benefits)
Benefit Item (Calculation) Item Total
Payroll taxes 7.65% $44,925
State Unemployment 6.3% $36,997
Workers’ Comp 2.0% $11,745
Health and Dental Insurance 4.79% $28,130
Life Insurance .09% $529
Retirement 1.07% $6,284
TOTAL SALARIES AND BENEFITS: $715,870
Exhibit B
BUDGET DETAIL (April 2025 – March 2026) VENDOR NAME: ____WestCare California, Inc.__________________________________________
BUDGET LINE ITEM CATEGORY & DESCRIPTION/ CALCULATION SUBTOTAL TOTAL
0100
0250
0300
0350
0450
Salaries, payroll taxes and benefits-see above Insurance - $373.50 per month
Communications
• VOIP Monthly Service
$20 per month x 2
phones x 12 months
• Air Cards. $85 per
month x 12
• Cell Phone
$120 per month x 1 phone x 12 months
• Building internet $100 per month x 1 x 12 months Office Supplies
• Copier Lease $503 per month x 12 months
• Office supplies/Consumables $350 per month x12
• Postage & Freight. $100 per month x 12
• Printing & Duplication. $117 per month x 12 Facilities
• Electricity
$650 per month x 12 months
• Water $125 per month x 12 months
$4,482
$480
$1,020
$1,440
$1,200 $6,036 $4,200 $1,200 $1,404
$7,800
$1,500
$715,870
$4,482
$4,140
$12,840
$12,787
Exhibit B
0500
0550
0660 0550
• Sewer/Garbage $70.60 per month x 12 months
• Natural Gas $70 per month x 12 months
• Facilities Repair & Maintenance $150 per month x 12 Travel - $2,400 annually
Program Supplies
• Program/Food Supplies
$150 per month x 12 months
• Participant Supplies
• Communication App
• Educational Materials-
Implementation
packets.
• Additional Set of (5) Guides $203 per set x 1
• Facilitator Guides $329 per set x 1 set
• Program food. $2.50 pp * 420 people/week*48 weeks per year Training
• Staff Recruitment-$110 per staff x 5 staff Indirect: Total direct cost of $833,333 x 20%
$847 $840 $1,800 $2,400
$1,800
$10,000
$12,000
$5,532
$203
$329 $50,400 $550 $166,667
$2,400
$80,264
$550 $166,667
TOTAL EXPENSES $1,000,000 $1,000,000
Exhibit B
BUDGET SUMMARY (April 2026 – March 2027) VENDOR NAME: WestCare California, Inc
CATEGORY BUDGET ITEM # TOTAL
Salaries 0100 $587,260
Payroll Taxes 0150 $44,925
Benefits 0200 $83,685
SUBTOTAL: $715,870
SERVICES & SUPPLIES
Insurance 0250 $4,482
Communications 0300 $4,140
Office Expense 0350 $12,840
Equipment 0400 $0
Facilities 0450 $12,787
Travel Costs 0500 $2,400
Program Supplies 0550 $80,264
Consultancy/Subcontracts 0600 $0
Fiscal & Audits 0650 $0
Training 0660 $550
Indirect Costs 0700 $166,667
SUBTOTAL: $284,130
TOTAL EXPENSES: $1,000,000
Exhibit B
BUDGET PERSONNEL DETAIL (April 2026 – March 2027) VENDOR NAME: Westcare California, Inc
SALARIES
Position % of Time on Project Number of Months
Monthly Salary/Hourly
Wages
Salary/Wages Funds
Requested
Deputy Administrator 10% 12 $7,083 $8,500
Program Coordinator 100% 12 $5,417 $65,004
Administrative Assistant 100% 12 $3,293 $39,516
(2) Cooks 50% 12 $3,120 $37,440
(20) Facilitators 50% 12 $3,640 $436,800
Total Salaries/ Wages $587,260
BENEFITS (Health Ins; Life Ins; Retirement; Other benefits)
Benefit Item (Calculation) Item Total
Payroll taxes 7.65% $44,925
State Unemployment 6.3% $36,997
Workers’ Comp 2.0% $11,745
Health and Dental Insurance 4.79% $28,130
Life Insurance .09% $529
Retirement 1.07% $6,284
TOTAL SALARIES AND BENEFITS: $715,870
Exhibit B
BUDGET DETAIL (April 2026 – March 2027) VENDOR NAME: ____WestCare California, Inc____________________
BUDGET LINE ITEM CATEGORY & DESCRIPTION/ CALCULATION SUBTOTAL TOTAL
0100 0250
0300
0350 0450
Salaries, payroll taxes and benefits-see above Insurance - $373.50 per month
Communications
• VOIP Monthly Service
$20 per month x 2 phones x 12
months
• Air Cards. $85 per month x 12
• Cell Phone
$120 per month x 1 phone x 12 months
• Building internet $100 per month x 1 x 12 months Office Supplies
• Copier Lease $503 per month x 12 months
• Office supplies/Consumables $350 per month x12
• Postage & Freight. $100 per month x 12
• Printing & Duplication. $117 per month x 12 Facilities
• Electricity $650 per month x 12 months
• Water
$125 per month x 12 months
• Sewer/Garbage
$70.60 per month x 12 months
• Natural Gas
$70 per month x 12 months
• Facilities Repair & Maintenance $150
per month x 12
$4,482
$480
$1,020
$1,440
$1,200 $6,036 $4,200 $1,200 $1,404 $7,800
$1,500
$847
$840
$1,800
$715,870 $4,482
$4,140
$12,840 $12,787
Exhibit B
0500 0550
0660
0550
Travel - $2,400 annually Program Supplies
• Program/Food Supplies $150 per month x 12 months
• Participant Supplies
• Communication App
• Educational Materials-Implementation packets.
• Additional Set of (5) Guides $203 per set x 1
• Facilitator Guides $329 per set x 1 set
• Program food. $2.50 pp * 420 people/week*48 weeks per year
Training
• Staff Recruitment-$110 per staff x 5
staff
Indirect: Total direct cost of $833,333 x 20%
$2,400 $1,800 $10,000 $12,000 $5,532 $203
$329
$50,400
$550
$166,667
$2,400 $80,264
$550
$166,667
TOTAL EXPENSES $1,000,000 $1,000,000
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”),
must disclose any self-dealing transactions that they are a party to while providing goods,
performing services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Exhibit C
Page 1 of 2
(1) Company Board Member Information:
Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
(5) Authorized Signature
Signature: Date: