HomeMy WebLinkAboutAgreement A-19-129 with CalSAWS JPA.pdf1732301.10 14448-006
CALSAWS CONSORTIUM
SECOND AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
Originally Adopted: December 1998
First Amended: June 2007
Second Amended: June 2010
Amended and Restated: September 2017
Amended and Restated: June 2019
Agreement No. 19-129
1732301.10 14448-006
CALSAWS CONSORTIUM
SECOND AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
TABLE OF CONTENTS
RECITALS: ................................................................................................................................ 1
ARTICLE I ................................................................................................................................. 2
Section 1.01. Definitions ....................................................................................................... 2
ARTICLE II ................................................................................................................................ 4
GENERAL PROVISIONS REGARDING PURPOSE, CREATION, AND OPERATION OF
CONSORTIUM .......................................................................................................................... 4
Section 2.01. Purpose ........................................................................................................... 4
Section 2.02. Term ................................................................................................................ 4
Section 2.03. Creation of Consortium ................................................................................... 5
Section 2.04. Member Representative; State Representative; Board of Directors; Appointing
Authorities .............................................................................................................................. 5
Section 2.05. Meetings of the Board; the Member Representatives ..................................... 7
Section 2.06. Minutes............................................................................................................ 7
Section 2.07. Quorum; Required Votes; Approvals ............................................................... 7
Section 2.08. Bylaws ............................................................................................................. 8
Section 2.09. Annual Budget ................................................................................................. 9
Section 2.10. Annual Operational and Fiscal Reports ........................................................... 9
Section 2.11. Addition of New Members ............................................................................... 9
Section 2.12. Withdrawal of Member .................................................................................... 9
ARTICLE III ............................................................................................................................... 9
OFFICERS AND EMPLOYEES ................................................................................................. 9
Section 3.01. Chair and Vice-Chair ....................................................................................... 9
Section 3.02. Secretary ......................................................................................................... 9
Section 3.03. Treasurer ....................................................................................................... 10
Section 3.04. Officers in Charge of Accounts, Funds, Money, and Records ....................... 10
Section 3.05. Legal Advisor ................................................................................................ 10
Section 3.06. Other Employees .......................................................................................... 10
Section 3.07. Officers and Employees of the Consortium ................................................... 10
ARTICLE IV ............................................................................................................................. 10
POWERS ................................................................................................................................. 10
Section 4.01. General Powers ............................................................................................ 10
Section 4.02. Specific Powers ............................................................................................. 11
Section 4.03. Restrictions on Powers ................................................................................. 11
Section 4.04. Obligations of Consortium ............................................................................. 11
ARTICLE V .............................................................................................................................. 11
CONTRIBUTIONS, ASSETS, AND DISTRIBUTION UPON TERMINATION .......................... 11
Section 5.01. Contributions ................................................................................................. 11
Section 5.02. Statewide Automated Welfare System Funding Allocations .......................... 11
Section 5.03. Distribution of Assets upon Termination ........................................................ 12
ARTICLE VI ............................................................................................................................. 12
1732301.10 14448-006
INDEMNIFICATION AND INSURANCE .................................................................................. 12
Section 6.01. Consortium Indemnification of Members ....................................................... 12
Section 6.02. Member Indemnification ................................................................................ 12
Section 6.03. Member's Liability for Negligence of its Employees and Contractors. ........... 12
Section 6.04. Insurance ...................................................................................................... 12
Section 6.05. Third-Party Beneficiaries ............................................................................... 12
ARTICLE VII ............................................................................................................................ 13
MISCELLANEOUS PROVISIONS ........................................................................................... 13
Section 7.01. Notices .......................................................................................................... 13
Section 7.02. Law Governing .............................................................................................. 20
Section 7.03. Amendments ................................................................................................. 20
Section 7.04. Severability .................................................................................................... 20
Section 7.05. Successors .................................................................................................... 20
Section 7.06. Section Headings .......................................................................................... 20
Section 7.07. Multiple Counterparts .................................................................................... 20
1732301.10 14448-006 Page 1 of 78
SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
THIS SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS
AGREEMENT (“Agreement”) is made by and among the fifty-eight (58) California counties of
Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado,
Fresno, Glenn, Humboldt, Imperial, Inyo, Kern, Kings, Lake, Lassen, Los Angeles, Madera,
Marin, Mariposa, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Orange, Placer,
Plumas, Riverside, Sacramento, San Benito, San Bernardino, San Diego, San Francisco, San
Joaquin, San Luis Obispo, San Mateo, Santa Barbara, Santa Clara, Santa Cruz, Shasta, Sierra,
Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Ventura,
Yolo, and Yuba. This joint powers authority shall be referred to as the CalSAWS Consortium
("Consortium"). This Agreement shall serve to amend and restate the Joint Exercise of Powers
Agreement dated December 1998, and any and all amendments thereto, which created the
California Statewide Automated Welfare System Consortium IV (“C-IV”), subsequently changed
to California Automated Consortium Eligibility System (“CalACES Consortium”), to change the
name, and to make other revisions as contained herein.
RECITALS:
WHEREAS, Chapter 5 (commencing with Section 6500) of Division 7 of Title 1 of the
California Government Code (“Government Code”), permits two or more public agencies to enter
into an agreement for the joint exercise of powers; and
WHEREAS, Chapter 4 (commencing with Section 10800) of Division 9 of Part 2 of the
California Welfare and Institutions Code ("Welfare and Institutions Code"), declares the
administration of public social services in each of the several counties of the state to be a county
function and responsibility; and
WHEREAS, the Welfare Client Data Systems (“WCDS”) Consortium counties of
Alameda, Contra Costa, Fresno, Orange, Placer, Sacramento, San Diego, San Francisco, San
Luis Obispo, San Mateo, Santa Barbara, Santa Clara, Santa Cruz, Solano, Sonoma, Tulare,
Ventura, and Yolo (referred to collectively as “WCDS Counties”) were organized for the purpose
of managing and maintaining the CalWORKS Information Network and related systems
(collectively referred to as “CalWIN”), used by the WCDS Counties in support of their social
services programs; and
WHEREAS, the County of Los Angeles ("Los Angeles County") formed the Los Angeles
Eligibility, Automated Determination, Evaluation and Reporting (“LEADER”) consortium, with the
LEADER consortium consisting of one (1) of the four (4) county consortia, and Los Angeles
County’s Department of Public Social Services locally managing the LEADER consortium; and
WHEREAS, the four (4) counties of Merced, Riverside, San Bernardino, and Stanislaus
contractually joined together in December 1998 to create C-IV, a joint powers authority for the
purpose of the design, development, implementation, and on-going operation and maintenance
of an automated welfare system to be used by each of the four counties, which may include an
interface to other county consortia and state automated welfare systems as provided in the
Welfare and Institutions Code; and
1732301.10 14448-006 Page 2 of 78
WHEREAS, the thirty-five (35) counties of Alpine, Amador, Butte, Calaveras, Colusa, Del
Norte, El Dorado, Glenn, Humboldt, Imperial, Inyo, Kern, Kings, Lake, Lassen, Madera, Marin,
Mariposa, Mendocino, Modoc, Mono, Monterey, Napa, Nevada, Plumas, San Benito, San
Joaquin, Shasta, Sierra, Siskiyou, Sutter, Tehama, Trinity, Tuolumne, and Yuba joined C-IV in
June 2007 for the purpose of implementation of the automated welfare system in each of the
thirty-five (35) counties, and on-going operation and maintenance of the automated welfare
system ("C-IV System"); and
WHEREAS, in November 2012, Los Angeles County entered into an agreement with
Accenture, LLP to implement the LEADER Replacement System (“LRS”), which replaces and
integrates the functionality of multiple, disparate legacy systems of Los Angeles County while
also streamlining case management of public assistance programs; and
WHEREAS, California Assembly Bill ABX1 16 (2011), as codified in Welfare and
Institutions Code section 10823, required that the prior thirty-nine (39) C-IV counties migrate to
a system jointly designed by the thirty-nine (39) C-IV counties and Los Angeles County, and that
the migration result in a new consortium composed of the forty (40) counties; and
WHEREAS, the forty (40) counties of Alpine, Amador, Butte, Calaveras, Colusa, Del
Norte, El Dorado, Glenn, Humboldt, Imperial, Inyo, Kern, Kings, Lake, Lassen, Los Angeles,
Madera, Marin, Mariposa, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada,
Plumas, Riverside, San Benito, San Bernardino, San Joaquin, Shasta, Sierra, Siskiyou,
Stanislaus, Sutter, Tehama, Trinity, Tuolumne, and Yuba joined together in September 2017
and formed the California Automated Consortium Eligibility System Consortium (“CalACES
Consortium”) in compliance with California Assembly Bill ABX1 16 (2011); and
WHEREAS, the Centers for Medicare and Medicaid Services and the Food and Nutrition
Services agencies of the United States Department of Agriculture directed California to move to
a single statewide automated welfare system (“CalSAWS”) by 2023. In moving toward that goal,
the WCDS Counties and the CalACES Consortium have joined together to form the CalSAWS
Consortium, pursuant to this Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and agreements herein contained, the counties of Alameda, Alpine, Amador, Butte, Calaveras,
Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Imperial, Inyo, Kern,
Kings, Lake, Lassen, Los Angeles, Madera, Marin, Mariposa, Mendocino, Merced, Modoc,
Mono, Monterey, Napa, Nevada, Orange, Placer, Plumas, Riverside, Sacramento, San Benito,
San Bernardino, San Diego, San Francisco, San Joaquin, San Luis Obispo, San Mateo, Santa
Barbara, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter,
Tehama, Trinity, Tulare, Tuolumne, Ventura, Yolo, and Yuba do hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined
in this Article I shall, for the purpose hereof, have the meanings herein specified.
1732301.10 14448-006 Page 3 of 78
“Act” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title
1 of the Government Code.
"Alternate Board Director" means a Member Representative who is designated to serve as an
alternate Director as set forth in Section 2.04(c).
“Agreement” means this Second Amended and Restated Joint Exercise of Powers Agreement.
“Board” means the Board of Directors of the Consortium referred to in Section 2.04 (Member
Representative; State Representative; Board of Directors; Appointing Authorities), which shall
be the governing body of the Consortium.
"Bylaws" shall mean those Bylaws adopted by the Consortium, that are in effect on June 28 ,
2019, and as they may be amended in accordance with Section 2.08 of this Agreement.
“CalSAWS” means the complete collection of equipment, software, and network(s) for the
automated welfare system to be used by all Members upon completion of the migration of the
Members from the C-IV System, the LRS, and CalWIN.
“CalSAWS Consortium” or "Consortium" means the public entity established pursuant to Article
II of this Agreement.
“Director(s)” means the Member Representative(s) appointed to the Board pursuant to Section
2.04 (Member Representative; State Representative; Board of Directors; Appointing
Authorities), which may include Alternate Board Director(s) acting in their Director's absence.
“Fiscal Year” means the period from July 1 to and including the following June 30.
“Implementation” means the rollout of CalSAWS to all Members.
“Member” means one of the individual counties of Alameda, Alpine, Amador, Butte, Calaveras,
Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Imperial, Inyo, Kern,
Kings, Lake, Lassen, Los Angeles, Madera, Marin, Mariposa, Mendocino, Merced, Modoc,
Mono, Monterey, Napa, Nevada, Orange, Placer, Plumas, Riverside, Sacramento, San Benito,
San Bernardino, San Diego, San Francisco, San Joaquin, San Luis Obispo, San Mateo, Santa
Barbara, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter,
Tehama, Trinity, Tulare, Tuolumne, Ventura, Yola, and Yuba. The State of California is not a
Member of this JPA.
“Members” means Member Counties, collectively.
“Member Representative” means the person(s) representing each Member pursuant to Section
2.04 (Member Representative; State Representative; Board of Directors; Appointing
Authorities).
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"Project" means the work related to the design, development, implementation, operation,
maintenance of the C-IV System, the LRS, and CalWIN, and the migration of the Members to
CalSAWS, and all related activities.
“Region” means one (1) of the six (6) regions as defined in Section III (Regions) of the Bylaws.
“Secretary” means the Secretary to the Board of Directors of the Consortium appointed pursuant
to Section 3.02 (Secretary).
“State” means the State of California.
“State Representative” means the person representing the State pursuant to Section 2.04
(Member Representative; State Representative; Board of Directors; Appointing Authorities).
“Treasurer” means the Treasurer of the Consortium appointed pursuant to Section 3.03
(Treasurer).
ARTICLE II
GENERAL PROVISIONS REGARDING PURPOSE, CREATION, AND OPERATION OF
CONSORTIUM
Section 2.01. Purpose. This Agreement is made pursuant to the provisions of Article 1,
Chapter 5, Division 7 of Title 1 of the Government Code, commencing with Section 6500, relating
to the joint exercise of powers common to the public agencies, in this case the counties of
Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado,
Fresno, Glenn, Humboldt, Imperial, Inyo, Kern, Kings, Lake, Lassen, Los Angeles, Madera,
Marin, Mariposa, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Orange, Placer,
Plumas, Riverside, Sacramento, San Benito, San Bernardino, San Diego, San Francisco, San
Joaquin, San Luis Obispo, San Mateo, Santa Barbara, Santa Clara, Santa Cruz, Shasta, Sierra,
Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Ventura,
Yolo, and Yuba. The fifty-eight (58) counties each possess the powers referred to in the recitals
hereof. The purpose of this Agreement is to exercise such powers for the design, development,
implementation, migration, and on-going operation and maintenance of the C-IV System, the
LRS, CalWIN, and CalSAWS, which is the automated welfare system to be used by each of the
fifty-eight (58) counties, which may include an interface to the state automated welfare system
as provided in the Welfare and Institutions Code.
Section 2.02. Term. This Agreement first became effective on December 1998. The first
amendment became effective on June 1, 2007, the second amendment became effective on
June 1, 2010, the third amendment (the Amended and Restated Joint Exercise of Powers
Agreement) became effective on September 1, 2017, and this fourth amendment (the Second
Amended and Restated Joint Exercise of Powers Agreement) shall become effective on June
28, 2019 ("Effective Date"). This Agreement shall continue in full force and effect until terminated
by mutual consent of the Boards of Supervisors of the Members. The withdrawal of some, but
not all, of the Members pursuant to Section 2.12 (Withdrawal of Member) shall not be deemed
a termination of this Agreement.
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Section 2.03. Creation of Consortium. Pursuant to the Act, there is hereby created a public
entity to be known as the “CalSAWS Consortium,” hereinafter referred to as “Consortium.” The
Consortium shall be a public entity separate and apart from the Members, consisting of six (6)
Regions as defined in Section III (Regions) of the Bylaws of the Consortium, and shall administer
this Agreement.
Section 2.04. Member Representative; State Representative; Board of Directors;
Appointing Authorities.
(a) Member Representative:
(i) With the exception of Los Angeles County, each Member shall be represented by its
county Welfare Director, or person holding the equivalent position within that county,
unless the Board of Supervisors of the Member appoints one of its board members to
serve as the representative (either shall be referred to as "Member Representative").
With respect to Los Angeles County, this Member shall be represented by three (3)
Member Representatives, which shall include its county Welfare Director, or person
holding the equivalent position within the county, its Children and Family Services
Director, or person holding the equivalent position within the county, and one (1) other
person who holds an upper executive management position in the social services
department.
(ii) Individuals serving as Member Representatives shall serve while they retain their
county offices or positions, and shall be deemed to have automatically resigned upon
leaving that county office or position. The individual who succeeds in that county office
or position on a regular or interim basis shall be automatically deemed the Member
Representative. Upon change of title or reclassification of any Member Representative’s
county office or position, the successor to the county Welfare Director position, or the
Children and Family Services Director, if applicable, its equivalent position within the
Member county, shall be deemed a replacement for the Member Representative.
(iii) Subject to the provisions of this Agreement, each Member Representative shall have a
right to:
• Receive nomination for appointment to the Board.
• Serve on workgroups and committees or appoint designees to serve in their place.
• Recommend items for inclusion for consideration on the Board meeting agenda.
• Receive notice of Board meetings.
• Attend Board meetings.
• Vote on items.
(b) State Representative:
(i) The State shall have the right to select one person from among the following to serve
on the Board as the representative of the State: the Director of the Office of Systems
Integration or his/her designee, the Director of the Department of Social Services or
his/her designee, or the Director of the Department of Health Care Services or his/her
designee. This person shall be identified as the “State Representative.” The two other
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State departments not selected as the State Representative shall retain the right to
attend all public sessions of the Board meetings.
(ii) The State Representative shall retain his or her State position while acting as State
Representative.
(iii) The State Representative shall have a right to:
• Serve as an Ex Officio member of the Board.
• Receive notice of Board meetings.
• Attend Board meetings, excluding closed sessions.
(iv) The State Representative shall not have a right to vote on items put before the Member
Representatives or the Board.
(c) Board of Directors: The Consortium shall be governed and administered by a Board of
Directors ("Board") consisting of twelve (12) Directors and one (1) State Representative. The
Directors from Regions 1 through 5 shall be selected from the Member Representatives from
their respective Regions. Regions 1 and 4 shall each select two (2) Directors, Regions 2,
and 3 shall each select one (1) Director, and Region 5 shall select three (3) Directors. Region
6, represented by Los Angeles County, shall have three (3) Directors, who shall be the three
(3) Member Representatives from Region 6. For Regions comprised of more than one (1)
county, each Director may designate a second Member Representative from within the
Region to serve as an alternate Director ("Alternate Board Director"). For Region 6, each
Director may designate a county employee who holds an upper management position
immediately below the county Welfare Director, or Children and Family Services Director, if
applicable, within that Region to serve as an Alternate Board Director. Alternate Board
Directors may only act in their Director's absence and shall exercise all rights and privileges
of a Director.
Any recommended changes to the Board structure are subject to Section 7.03
(Amendments).
(d) Appointments to the Board of Directors:
(i) No person shall hold the position of more than one (1) Director. Each Director and the
State Representative shall serve for a term of one (1) year with terms running concurrent
with the Fiscal Year.
(ii) Regions 1 and 4 will each appoint two (2) Directors to serve on the Board, Regions 2
and 3 will each appoint one (1) Director to serve on the Board,and Region 5 will appoint
three (3) Directors to serve on the Board. For Regions comprised of more than one
county, these regions will nominate one or more candidates to serve on the Board. The
Director(s) from each Region will be elected by a majority vote of the Member
Representatives for that Region who are present at a meeting of the Member
Representatives held pursuant to Section 2.07 (Quorum; Required Votes; Approvals).
No Member Representative shall be elected to hold the Director position unless he or
1732301.10 14448-006 Page 7 of 78
she accepts the nomination from his or her Region. Region 6 will appoint its three (3)
Member Representatives as Directors to serve on the Board.
(iii) Each Region shall notify the Secretary of its appointed Director(s) at least fourteen (14)
days before the start of the next Fiscal Year. The Secretary will notify the Board of each
Region’s Director(s) at the first Board meeting of each Fiscal Year.
(iv) The State shall notify the Secretary of the person it has selected to be the State
Representative before the start of the next Fiscal Year. The Secretary will notify the
Board of the State’s selection for the State Representative at the first Board meeting of
each Fiscal Year.
Section 2.05. Meetings of the Board; the Member Representatives.
(a) Regular Meetings:
(i) Board. The Board shall hold regular meetings. It shall hold at least one (1) regular
meeting each quarter of every Fiscal Year. The procedure for the setting of regular
meetings shall be fixed by action of the Board and contained in the Bylaws.
(ii) Member Representatives. The Member Representatives shall hold regular meetings.
They shall hold at least two (2) regular meetings each Fiscal Year. The procedure for
the setting of regular meetings shall be fixed by action of the Member Representatives
and contained in the Bylaws.
(b) Special Meetings: Special meetings of the Board, and of the Member Representatives, shall
be called in accordance with the provisions of the Ralph M. Brown Act ("Brown Act"), Section
54956 of the Government Code.
(c) Call, Notice, Held, and Conduct of Meetings: All meetings of the Board, and of the Member
Representatives, including, without limitation, regular, adjourned regular, and special
meetings, shall be called, noticed, held, and conducted in accordance with the provisions of
the Brown Act (Section 54950 et seq. of the Government Code).
Section 2.06. Minutes. The Secretary shall cause to be kept minutes of the meetings of the
Board, and of the Member Representatives, and shall, as soon as possible after each meeting,
cause a copy of the preliminary minutes to be forwarded to each Member Representative. The
preliminary minutes will then be included at the next meeting of the Board or the Member
Representatives, for approval by the respective bodies.
Section 2.07. Quorum; Required Votes; Approvals.
(a) Board: At least seven (7) of the Directors or Alternate Board Directors from five (5) Regions
shall constitute a quorum for the transaction of business, except that less than a quorum may
adjourn. The State Representative’s attendance or non-attendance at any meeting shall
have no effect on quorum. The affirmative votes of at least seven (7) of the seated Directors
from five (5) Regions shall be required to take any action by the Board, except as provided
in (iii) below.
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Notwithstanding the preceding paragraph, the following provisions shall apply:
(i) Member Representatives Concurrence. Recommended changes to this
Agreement, the Bylaws, or to Memorandums of Understandings between the
Consortium and the Members require the concurrence of the Member
Representatives and are not subject to Appeal to the Full Board as provided below.
Concurrence is obtained by the affirmative vote of the Member Representatives
pursuant to paragraph (b) of this section.
(ii) Appeal to the Full Board. At any Board meeting with less than all twelve (12)
Directors (“Full Board”) present, any two (2) Directors, or Alternate Board Directors,
from two (2) Regions may appeal any action taken or not taken by the Board, by
requesting the continuance of the item(s) under appeal to a meeting of the “Full
Board,” at which all the Directors or Alternate Board Directors must be present. The
Full Board meeting shall be held within 30 days, at either the next regular Board
meeting, or a special meeting at which the Full Board is available to attend. Any
Director'(s) or Alternate Board Director'(s) failure to attend a meeting of the Full Board
shall result in a forfeit of the Director'(s) or Alternate Board Director'(s) vote. At the
meeting of the Full Board, the affirmative votes of at least seven (7) Directors or
Alternate Board Directors from four (4) Regions shall be sufficient to take action by
the Board only on the item(s) under appeal. The action(s) taken by the Full Board
shall be final.
(iii) Migration Period to CalSAWS . During the migration period while the Consortium is
operating more than one (1) automated welfare system, the Board shall take
affirmative action as approved by those Members who are the users of their respective
systems, as provided in Section VIII.B (System Subcommittees) of the Bylaws;
provided, however, that the Board retains discretion concerning any such action if the
Board determines the decision could materially adversely impact the design,
development or implementation of the single statewide automated system. This
provision shall automatically sunset when the Consortium is operating a single
automated welfare system.
(b) Member Representatives: The presence of forty percent (40%) of the Member
Representatives shall constitute a quorum for the transaction of business except that less
than a quorum may adjourn. The State Representative’s attendance or non-attendance shall
have no effect on quorum. The affirmative votes of at least a majority of the Member
Representatives present at any meeting at which a quorum is present shall be required to
take any action by the Members.
Section 2.08. Bylaws. The Board, by a two-thirds (2/3) affirmative vote of the Directors from
Regions 1 through 6 (including the affirmative vote of at least one Director from each Region),
and with the concurrence of the Member Representatives as set forth in the voting provisions of
Section 2.07 (Quorum; Required Votes; Approvals), shall adopt or amendBylaws for the conduct
of business, and as are necessary for the purposes hereof. The Board may also adopt additional
resolutions, rules, regulations, and policies for the conduct of its business, and as are necessary
for the purposes hereof in a manner consistent with this Agreement and the Bylaws.
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Section 2.09. Annual Budget. The Board shall adopt an annual budget for each Fiscal Year.
The Bylaws shall further provide for the presentation and content of the budget.
Section 2.10. Annual Operational and Fiscal Reports. The Board shall cause an annual
operational report and annual fiscal report to be prepared and provided to each Member
Representative.
Section 2.11. Addition of New Members. Any county in the State that is not a Member and
desires to become a Member shall submit a written request to the Board. The Board may
approve the request in accordance with the voting provisions of Section 2.07 (Quorum; Required
Votes; Approvals). All new Members are subject to the approval of two-thirds (2/3) of the Boards
of Supervisors of the Members, which approval may be granted by adoption of a resolution.
Upon approval by the Board and two-thirds (2/3) of the Boards of Supervisors of the Members,
the county desiring to be a Member shall execute an amendment to this Agreement adding it as
a new Member. The Agreement shall be deemed amended to reflect the addition of the new
Member upon execution of the amendment by the new Member.
Section 2.12. Withdrawal of Member. Any Member may withdraw from the Consortium and
terminate its participation in this Agreement at the end of any Fiscal Year by adoption of a
resolution of withdrawal by the Board of Supervisors of the withdrawing Member, provided that
a copy of said resolution has been served on all Members by May 31 of that Fiscal Year. Upon
the effective date of withdrawal, this Agreement shall be deemed automatically amended to
reflect the deletion of the withdrawing Member. Withdrawal shall not relieve the withdrawing
Member of any financial obligations or liability arising prior to withdrawal.
ARTICLE III
OFFICERS AND EMPLOYEES
Section 3.01. Chair and Vice-Chair. The Board shall elect from among its Directors Chair and
Vice-Chair positions. Each officer shall serve for a term of one (1) year. The Chair shall preside
over Board and Member Representatives’ meetings, sign all contracts on behalf of the
Consortium, except as otherwise set forth in this Agreement, and shall perform such other duties
as may be imposed on the Board in the Bylaws. The Vice-Chair shall sign contracts and perform
all of the Chair’s duties in the absence of the Chair, unless the Bylaws provide otherwise.
Elections for such officers shall be held each year with terms running concurrent with the Fiscal
Year.
Section 3.02. Secretary. The Board shall appoint a Secretary to the Board. The Secretary
shall serve at the pleasure of the Board. The Secretary shall countersign all contracts signed
by the Chair or Vice-Chair on behalf of the Consortium, unless the Bylaws of the Consortium
provide otherwise. The Secretary shall cause a notice of this Agreement to be filed with the
California Secretary of State pursuant to section 6503.5 of the Joint Exercise of Powers Act
("Act") and Section 53051 of the Government Code. The Secretary shall be responsible for the
call, noticing, holding, and conduct of the meetings of the Board and any Brown Act body created
by the Bylaws or Board action pursuant to the Brown Act. The Board shall further provide for
the duties and responsibilities of the Secretary in the Bylaws.
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Section 3.03. Treasurer. Pursuant to section 6505.5 of the Act, the San Bernardino County
Treasurer is hereby designated as the Treasurer of the Consortium. The Treasurer shall be the
depository, shall have custody of all of the money of the Consortium from whatever source, and
shall have the duties and obligations of Treasurer as set forth in sections 6505 and 6505.5 of
the Act. As provided in section 6505.5 of the Act, given the appointment of the Treasurer, the
officer performing the functions of auditor or controller shall be the San Bernardino County
Auditor/Controller, who shall have the duties assigned to the auditor or controller in sections
6505 and 6505.5 of the Act, including the duty to “contract with a certified public accountant or
public accountant to make an annual audit of the accounts and records of the Consortium”. As
further provided in section 6505.5 of the Act, the San Bernardino County Board of Supervisors
shall determine charges to be made against the Consortium for the services of the treasurer and
auditor or controller.
Section 3.04. Officers in Charge of Accounts, Funds, Money, and Records. Pursuant to
section 6505.1 of the Act, the Treasurer shall have charge of, handle and have access to all
accounts, funds, and money of the Consortium and all records of the Consortium relating thereto.
The Secretary shall have charge of, handle and have access to all other records of the
Consortium.
Section 3.05. Legal Advisor. The Board shall select the legal advisor and counsel to the
Consortium, as provided for in Section VII (Questions of Law) in the Bylaws.
Section 3.06. Other Employees. The Board shall have the power by adoption of Bylaws to
appoint and employ such other employees, consultants, and independent contractors as may
be necessary for the purpose of this Agreement.
Section 3.07. Officers and Employees of the Consortium. As provided in section 6513 of
the Act, all of the privileges and immunities from liability, exemption from laws, ordinances, and
rules, all pension, relief, disability, workers’ compensation, and other benefits which apply to the
activities of officers, agents, or employees of a public agency when performing their respective
functions shall apply to the officers, agents, or employees of the Consortium to the same degree
and extent while engaged in the performance of any of the functions and other duties of such
officers, agents, or employees under this Agreement.
None of the officers, agents, or employees directly employed by the Board shall be deemed, by
reason of their employment by the Board to be employed by any of the Members or, by reason
of their employment by the Board, to be subject to any of the requirements of the Members. The
State Representative may not hold any office or position within Consortium.
ARTICLE IV
POWERS
Section 4.01. General Powers. The Consortium shall exercise, in the manner herein provided,
the powers which are common to each of the Members, or as otherwise permitted under the Act,
and, necessary to the accomplishment of the purpose, as provided in Section 2.01 (Purpose) of
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this Agreement. As provided in the Act, the Consortium shall be a public entity separate from
the Members.
Section 4.02. Specific Powers. The Consortium is hereby authorized, in its own name, to do
all acts necessary for the exercise of the foregoing general powers, including, but not limited to,
any or all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to sue and be sued in its own name;
(d) to incur debts, liabilities, or obligations, provided that no such debt, liability, or obligation shall
constitute a debt, liability, or obligation of the Members;
(e) to apply for, accept, receive, and disburse grants, loans, and other aids from any agency of
the United States of America or of the State;
(f) to invest any money in the treasury pursuant to section 6509.5 of the Act which is not required
for the immediate necessities of the Consortium, as the Consortium determines is advisable,
in the same manner and upon the same conditions as local agencies, pursuant to Section
53601 of the Government Code; and
(g) to carry out and enforce all the provisions of this Agreement.
Section 4.03. Restrictions on Powers. Pursuant to section 6509 of the Act, the above powers
shall be subject to the restrictions upon the manner of exercising the power of one of the
Members, which shall be designated as San Bernardino County.
Section 4.04. Obligations of Consortium. Except as otherwise agreed to in Section 6.03
(Member's Liability for Negligence of its Employees and Contractors), the debts, liabilities, and
obligations of the Consortium shall not be the debts, liabilities, and obligations of the Members.
ARTICLE V
CONTRIBUTIONS, ASSETS, AND DISTRIBUTION UPON TERMINATION
Section 5.01. Contributions. The Members may make contributions from their treasuries for
the purpose set forth in Section 2.01 (Purpose), make payments of public funds to defray the
cost of such purpose, make advances of public funds for such purpose, and/or use its personnel,
equipment or property in lieu of other contributions or advances. The provisions of section 6504
of the Act are hereby incorporated into this Agreement by reference.
Section 5.02. Statewide Automated Welfare System Funding Allocations. Each Member
hereby agrees to contribute to the Consortium its funding allocation as defined in Welfare and
Institutions Code section 10824 for the purposes stated in Section 2.01 (Purpose) herein and
1732301.10 14448-006 Page 12 of 78
hereby agrees to further contribute to the Consortium any county matches as required in Section
10824, or any successor statute.
Section 5.03. Distribution of Assets upon Termination. Upon termination of this Agreement
and after resolution of all debts, liabilities, and obligations, all property, both real and personal,
of the Consortium shall be divided among the Members proportional to that Member’s overall
welfare caseload as provided in Welfare and Institutions Code section 10824, and any successor
statute and new welfare programs, except that any Member contributions provided under
Section 5.01 (Contributions) herein shall be returned to the contributing Member. The State
Representative is not eligible for such distributions.
ARTICLE VI
INDEMNIFICATION AND INSURANCE
Section 6.01. Consortium Indemnification of Members. The Consortium shall indemnify,
defend, and hold harmless each of the Members, and their authorized officers, employees,
agents, and volunteers from any and all claims, actions, losses, damages, and/or liability arising
from the Consortium’s acts, errors or omissions and for any costs or expenses incurred by the
Member(s) on account of any claim therefore, except where such indemnification is prohibited
by law.
Section 6.02. Member Indemnification. Pursuant to the provisions of Government Code
section 895 et seq., and except as provided in Section 6.01 (Consortium Indemnification of
Members) herein, each Member agrees to defend, indemnify, and hold harmless each other
Member from any liability, claim, or judgment for injury or damages caused by any negligent or
wrongful act or omission of any agent, officer, and/or employee of the indemnifying Member
which occurs or arises out of the performance of this Agreement.
Section 6.03. Member's Liability for Negligence of its Employees and Contractors.
Except as to Member county personnel dedicated to the Consortium on a "full-time basis," as
this term may be defined by further agreement between the Member and the Consortium,
Member agrees to be individually liable for the negligence and willful misconduct of its
employees, agents, and contractors, including Member county personnel contributed to the
Consortium on a part-time or ad hoc basis. As to Member county personnel contributed to the
Consortium on a full-time basis, Member county agrees to be jointly liable in the same proportion
as the Member county's proportional share of the overall caseload of the Member county as
provided in Welfare and Institutions Code section 10824 or any other successor statute. Except
as expressed by this provision, the Member accepts no further liability either individually or
collectively for the acts or omissions of the Consortium.
Section 6.04. Insurance. The Board shall provide for insurance covering liability exposure in
an amount as the Board determines necessary to cover risks of activities of the Consortium.
The Consortium’s liability insurance shall name each Member County as an additional insured.
Section 6.05. Third-Party Beneficiaries. This Agreement and the obligations thereto are not
intended to benefit any party other than its Members, except as expressly provided otherwise
therein. No entity not a signatory to this Agreement shall have any rights or causes of action
1732301.10 14448-006 Page 13 of 78
against any party to this Agreement as a result of that party’s performance or non-performance
under this Agreement, except as expressly stated in this Agreement.
Section 6.06. Debts, Liabilities and Obligations.
(a) All debts, liabilities, and obligations of the CalACES Consortium incurred prior to the Effective
Date of this Agreement shall remain the sole responsibility of the forty (40) CalACES
Consortium counties and shall be allocated and paid in accordance with the agreed terms in
effect prior to the Effective Date of this Agreement. The debts, liabilities, and obligations of
the CalACES Consortium and each of the forty (40) CalACES Consortium counties incurred
prior to the Effective Date of this Agreement shall not be allocated to the WCDS Counties,
unless otherwise expressly agreed to.
(b) All debts, liabilities, and obligations of the WCDS Counties shall remain the sole responsibility
of the WCDS Counties. The debts, liabilities, and obligations of the WCDS Counties shall
not be allocated to the forty (40) CalACES Consortium counties, unless otherwise expressly
agreed to.
(c) All debts, liabilities, and obligations of each Member shall remain the individual responsibility
of the Member, unless otherwise expressly agreed to.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Notices. Notices hereunder shall be in writing, and shall be sufficient if
addressed to the offices listed below and shall be deemed given upon deposit into the U.S. mail,
first class, postage prepaid.
Alameda Director
Alameda County Social Services Agency
2000 San Pablo Avenue, 4th Floor
Oakland, CA 94612
Alpine Director
Department of Health & Human Services
County of Alpine
75-A Diamond Valley Road
Markleeville, CA 96120
Amador Director
Department of Social Services
County of Amador
10877 Conductor Boulevard
Sutter Creek, CA 95685
Butte Director
Department of Employment and Social Services
County of Butte
P.O. Box 1649
Oroville, CA 95965
1732301.10 14448-006 Page 14 of 78
Calaveras Director
Health & Human Services Agency
County of Calaveras
509 E. St. Charles Street
San Andreas, CA 95249-9701
Colusa Director
Department of Health & Human Services
County of Colusa
251 E. Webster Street
Colusa, Ca 95932
Contra Costa Director
Employment & Human Services
County of Contra Costa
40 Douglas Drive
Martinez, CA 94553
Del Norte Director
Department of Health & Human Services
County of Del Norte
880 Northcrest Drive
Crescent City, CA 95531
El Dorado Director
Health and Human Services Agency
County of El Dorado
3057 Briw Road, Suite B
Placerville, CA 95667
Fresno Director
Department of Social Services
County of Fresno
P.O. Box 1912
Fresno, CA 93718-1912
Glenn Director
Health and Human Services Agency
County of Glenn
P.O. Box 611
Willows, CA 95988
Humboldt Director
Department of Health & Human Services
County of Humboldt
929 Koster Street
Eureka, CA 95501
Imperial Director
Department of Social Services
County of Imperial
2995 S. 4th Street, Suite 105
El Centro, CA 92243
1732301.10 14448-006 Page 15 of 78
Inyo Director
Department of Health & Human Services
County of Inyo
163 May Street
Bishop, CA 93514
Kern Director
Department of Human Services
County of Kern
P.O. Box 511
Bakersfield, CA 93302
Kings Director
Human Services Agency
County of Kings
Kings County Government Center
1400 W. Lacey Boulevard, #8
Hanford, CA 93230
Lake Director
Department of Social Services
County of Lake
P.O. Box 9000
Lower Lake, CA 95457
Lassen Director
Community Social Services Department
County of Lassen
P.O. Box 1359
Susanville, CA 96130
Los Angeles Director
Department of Public Social Services
County of Los Angeles
12860 Crossroads Parkway South
City of Industry, CA 91746-3411
Madera Director
Department of Social Services
County of Madera
P.O. Box 569
Madera, CA 93639
Marin Director
Health & Human Services Department
County of Marin
20 N. San Pedro Road, Suite 2002
San Rafael, Ca 94903
Mariposa Director
Human Services Department
County of Mariposa
P.O. Box 99
Mariposa, CA 95339
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Mendocino Director
Department of Social Services
County of Mendocino
747 S. State Street
Ukiah, CA 95482
Merced Director
Human Services Agency
County of Merced
P.O. Box 112
Merced, CA 95341-0112
Modoc Director
Department of Social Services
County of Modoc
120 North Main Street
Alturas, CA 96101
Mono Director
Department of Social Services
County of Mono
P.O. Box 2969
Mammoth Lakes, CA 93546
Monterey Director
Department of Social and Employment Services
County of Monterey
1000 S. Main Street, Suite 301
Salinas, CA 93901
Napa Director
Health & Human Services Agency
County of Napa
2751 Napa Valley Corporate Drive, Building B
Napa, CA 94558
Nevada Director
Health & Human Services Agency
County of Nevada
P.O. Box 1210
Nevada City, CA 95959
Orange Director
Orange County Social Services Agency
500 N. State College Boulevard
Orange, CA 92868
Placer Director, Health & Human Services
Placer County Health & Human Services
3091 County Center Drive, #290
Auburn, CA 95603
Plumas Director
Department of Social Services & Public Guardian
County of Plumas
270 County Hospital Road, Suite 207
Quincy, CA 95971
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Riverside Director
Department of Public Social Services
County of Riverside
4060 County Circle Drive
Riverside, CA 92503
Sacramento Director
County of Sacramento, Department of Human Assistance
1825 Bell Street, Suite 200
Sacramento, CA 95825
San Benito Director
Health & Human Services Agency
County of San Benito
1111 San Felipe Road, #206
Hollister, CA 95203
San Bernardino Director
Human Services Agency
County of San Bernardino
385 N. Arrowhead Avenue, 5th Floor
San Bernardino, CA 92415-0128
San Diego Director
Eligibility Operations
County of San Diego, Health & Human Services Agency
1255 Imperial Avenue, Suite 446, MS: W-414
San Diego, CA 92101
San Francisco Executive Director
San Francisco Human Services Agency
P.O. Box 7988
San Francisco, CA 94210
San Joaquin Director
Human Services Agency
County of San Joaquin
P.O. Box 201056
Stockton, CA 95201-3006
San Luis Obispo Director
Department of Social Services
County of San Luis Obispo
3433 So. Higuera Street
San Luis Obispo, CA 93403
San Mateo Director, Human Services
County of San Mateo
1 Davis Drive
Belmont, CA 94002
Santa Barbara Director
Department of Social Services
County of Santa Barbara
2125 S. Centerpointe Parkway
Santa Maria, CA 93455
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Santa Clara Director
Social Services Agency
County of Santa Clara
333 West Julian Street, 5th Floor
San Jose, CA 95110-2335
Santa Cruz Director
Human Services Department
County of Santa Cruz
1000 Emeline Avenue
Santa Cruz, CA 95060
Shasta Director
Health & Human Services Agency
County of Shasta
2650 Breslauer Way
Redding, CA 96001
Sierra Director
Department of Human Services
County of Sierra
P.O. Box 1019
Loyalton, CA 96118
Siskiyou Director
Health & Human Services Agency
County of Siskiyou
2060 Campus Drive
Yreka, CA 96097
Solano Deputy Director
Health and Social Services
County of Solano
275 Beck Avenue
Fairfield, CA 94533
Sonoma Director
Human Services Department
County of Sonoma
3600 Westwind Boulevard
Santa Rosa, CA 95403
Stanislaus Director
Community Services Agency
County of Stanislaus
P.O. Box 42
Modesto, CA 95353-0042
Sutter Director
Human Services Department
County of Sutter
P.O. Box 1535
Yuba City, CA 95992
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Tehama Director
Department of Social Services
County of Tehama
P.O. Box 1515
Red Bluff, CA 96080
Trinity Director
Health & Human Services Department
County of Trinity
P.O. Box 1470
Weaverville, CA 96093-1470
Tulare Director
Health & Human Services Agency
County of Tulare
5957 S. Mooney Boulevard
Visalia, CA 93277
Tuolumne Director
Department of Social Services
County of Tuolumne
20075 Cedar Road North
Sonora, CA 95370
Ventura Director
Human Services Agency
County of Ventura
855 Partridge Drive
Ventura, CA 93003
Yolo Branch Director Service Centers
Health & Human Services Agency
County of Yolo
25 N. Cottonwood Street
Woodland, CA 95695
Yuba Director
Health & Human Services Department
County of Yuba
P.O. Box 2320
Marysville, CA 95901
Consortium Two Notices Required:
Consortium’s Legal Advisor as identified in the Bylaws
AND
Consortium’s Secretary.
The Members and Consortium may change the above addresses for notice purposes by written
notification as provided above to each of the other Members and the Consortium. Meeting
notices and general correspondence may be served electronically.
1732301.10 14448-006 Page 20 of 78
Section 7.02. Law Governing. This Agreement is made in the State of California under the
Constitution and laws of the State, and is to be so construed. In the event of any dispute under
this Agreement venue shall be in Sacramento, unless the dispute involves the Consortium and
one or more Members exclusively from Regions 4-6, in which case venue shall be in San
Bernardino.
Section 7.03. Amendments. This Agreement may be amended at any time by one or more
supplemental agreements executed by mutual agreement of two-thirds (2/3) of the Boards of
Supervisors of the Members.
Section 7.04. Severability. Should any part, term or provision of this Agreement be decided
by any court of competent jurisdiction to be illegal or in conflict with any law of the State, or
otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or
provisions shall not be affected thereby.
Section 7.05. Successors. This Agreement shall be binding upon and shall inure to the benefit
of the successors of the Members, respectively. None of the Members may assign any right or
obligation hereunder without the written consent of the others.
Section 7.06. Section Headings. All article and section headings in this Agreement are for
convenience of reference only and are not to be construed as modifying or governing the
language in the section referred to or to define or limit the scope of any provision of this
Agreement.
Section 7.07. Multiple Counterparts. This Agreement is executed in multiple counterparts,
any one of which shall be deemed an original for any purpose.