Procurement Contract No. 23327
Master Contract No. 902012
QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS
INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part of the contract package. Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in certain service categories.
CONTRACTOR NAME: City of Alameda, Community Development Department DEPT #: 425
TITLE/SERVICE: Alameda Homeless Services - HHAP
DEPT. CONTACT:
LaWanda Green PHONE: (510) 406 - 3661
I. INFORMATION ABOUT THE CONTRACTOR YES NO
1. Is the contractor a corporation or partnership? ( X ) ( )
2. Does the contractor have the right per the contract to hire others to do the work agreed to in the contract?
( X ) ( )
3. If the answer to BOTH questions is YES, provide the employer ID number here:
94-6000288
No other questions need to be answered. Withholding is not required.
4. If the answer to question 1 is NO and 2 is YES, provide the individual social security number here:
No other questions need to be answered. Withholding is not required.
5. If the answer to question 2 is NO, continue to Section II.
II. RELATIONSHIP OF THE PARTIES YES NO
1. Does the County have the right to control the way in which the work will be done, i.e., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?
( ) ( )
2. Is the contractor restricted from performing similar services for other businesses while he is working for the County?
( ) ( )
3. Will the contractor be working for more than 50% of the time for the County (50% = 20 hrs/wk; 80 hrs/mo)?
( ) ( )
4. Is the relationship between the County and the contractor intended to be ongoing?
( ) ( )
III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT
COORDINATORS
YES NO
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1. Is the contractor being hired for a period of time rather than for a specific project?
( ) ( )
2. Will payment be based on a wage or salary (as opposed to a commission or lump sum)?
( ) ( )
IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS,
PSYCHOLOGISTS
YES NO
1. Will the agreement be with an individual who does not have an outside practice?
( ) ( )
2. Will the contractor work more than an average of ten hours per week? IF THE ANSWER TO QUESTION 2 IS YES, ANSWER QUESTION 3.
( ) ( )
3. Will the County provide more than 20% of the contractor’s income?
( ) ( )
4. If the answer to either question 2, or if required, question 3 is NO, the entire answer is NO.
A “YES” answer to any of the questions in Section II, or, if applicable, Sections III or IV constitutes justification for paying the contractor through the payroll system as an “employee for withholding purposes.”
CERTIFICATIONS:
I hereby certify that the answers to the above questions accurately reflect the anticipated working relationship for this contract.
City of Alameda, A Municipal Corporation,
Interim City Manager
Health Care Services Agency Director
Gerry Beaudin
Colleen Chawla
Printed Name Printed Name
Date Date
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
COUNTY OF ALAMEDA
STANDARD SERVICES AGREEMENT
This Agreement, dated as of October 1, 2021, is by and between the County of Alameda, hereinafter referred to as the “County”, and City of Alameda, on behalf of its Community Development Department, hereinafter referred to as the “Contractor”.
WITNESSETH
WHEREAS, the County has entered into a Grant Agreement with the State of California, Homeless Coordinating and Financing Council (HCFC) for the Homeless Housing, Assistance and Prevention (HHAP) Program authorized by AB 101 (“HHAP Grant Agreement”), which provides block grant funds to be used to address immediate homelessness challenges; and
WHEREAS, the activities of the City under this Agreement with the County shall be governed by the conditions of the HHAP Grant Agreement; and
WHEREAS, County desires to obtain support services needed to provide housing and respite services for individuals experiencing homelessness which are more fully described in Exhibit A hereto (“Program Description and Performance Requirements”); and
WHEREAS, Contractor is professionally qualified to provide such services and is willing to provide same to County; and
Now, therefore it is agreed that County does hereby retain the Contractor to provide Operations of Alameda Homeless Services - HHAP. Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:
Exhibit A Program Description and Performance Requirements Exhibit B Terms and Conditions for Payment
Exhibit B1 Budget Summary
Exhibit B2 Quarterly Outcomes Reporting
Exhibit C Insurance Requirements
Exhibit D Debarment and Suspension Certification
Exhibit E HIPAA Business Associate Agreement
Exhibit F
Audit Requirements
The term of this Agreement shall be from October 1, 2021, through December 31, 2022. The compensation payable to Contractor hereunder shall not exceed two hundred eighty-five thousand seven hundred sixty-seven dollars($285,767) for the term of this Agreement.
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Master Contract No. 902012
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
COUNTY OF ALAMEDA
By:______________________________
Signature
Name: Colleen Chawla________________
(Printed)
Title: Director, Health Care Services Agency
Date: _______________________________
CITY OF ALAMEDA, A MUNICIPAL
CORPORATION
By: _____________________________
Signature
Name: Gerry Beaudin
(Printed)
Title: Interim City Manager
RECOMMENDED FOR APPROVAL
CITY OF ALAMEDA, ON BEHALF OF ITS
COMMUNITY DEVELOPMENT
DEPARTMENT
By:______________________________
Signature
Name: Lisa N. Maxwell______________
(Printed)
Title: Director, Community Development
Approved as to Form: DONNA ZIEGLER,
County Counsel for the County of Alameda
Date:___________________________
Approved as to Form:
By:____________________________
Len Aslanian
Assistant City Attorney
By signing above, signatory warrants and
represents that he/she executed this
Agreement in his/her authorized capacity
and that by his/her signature on this
Agreement, he/she or the entity upon
behalf of which he/she acted, executed this
Agreement
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 5/9/2022
Procurement Contract No. 23327
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GENERAL TERMS AND CONDITIONS
1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.
Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers’ Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.
Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractor’s failure to pay such amounts.
In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers’ compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.
Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.
Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two weeks’ notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments.
2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively “Liabilities”) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee.
The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.
In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees’ Retirement Association (ACERA) or California Public Employees’ Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.
3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor’s available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor’s insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self- insurance) available to County. Contractor’s excess and umbrella insurance shall also apply on a primary and non-contributory basis for the benefit of the County before County’s own insurance policy or self -insurance shall be called upon to protect it as a named insured.
4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.
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5. WORKERS’ COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.
6. CONFORMITY WITH LAW AND SAFETY:
a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor’s failures to comply with such laws, ordinances, codes and regulations.
b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor’s performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.
c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.
7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).
a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 246.3, 246.4, 246.6, 248.3, 248.22; 24 CFR 200,31, 1003.608; 28 CFR 83.630, 83.670, 29 CFR 95.13, 97.35, 1470.35; 34 CFR
84.630, 84.670, 206.4, 222.19, 225.3, 226.3, 270.6, 280.3, 303.3, 350.4; 45 CFR
75.205, 75.213, 630.630, 630.670, 1325.9, 1329.3, 1330.2, 1355.30, 1370.3, and Executive Orders 12549 and 12689.
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b. By signing this agreement, Contractor certifies 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 voluntary excluded by any federal department or agency.
(2) Shall not knowingly enter any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.
8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B and Exhibit B1 hereto.
9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.
10. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor.
11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor’s sub- Contractors or third parties at the request of the Contractor (collectively, “Documents and Materials”). This explicitly includes the electronic copies of all above stated documentation.
Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor’s Information System, respecting in any way the subject matter of this Agreement.
Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty – free license to retain and use said Documents and Materials. The County’s rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor’s services as set forth in Exhibit “A” of this Agreement have been fully performed or paid for.
In Contractor’s contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractor’s Documents and Materials. Contractor agrees to defend, indemnify and hold DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub-Contractors.
Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit “A”, and shall defend, indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County’s rights under this Paragraph 11 shall not extend to any computer software used to create such Documents and Materials.
12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement.
Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.
The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.
13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:
Personal delivery: When personally delivered to the recipient, notices are effective on delivery.
First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.
Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.
Addresses for purpose of giving notice are as follows:
To County:
COUNTY OF ALAMEDA
Health Care Services Agency
1404 Franklin Street, Suite 300
Oakland, CA 94612
Attn: Kerry Abbott
To Contractor:
CITY OF ALAMEDA
Community Development Department
950 West Mall Square
Alameda, CA 94501
Attn: Lisa N. Maxwell
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.
Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.
14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.
15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non- merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.
a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an “Equal Opportunity Employer” or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor.
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b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor.
c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.
d. Contractor shall recruit vigorously and encourage minority - and women-owned businesses to bid its subcontracts.
e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law.
f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.
16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement
17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.
The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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by the County in inspecting Contractor’s books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.
18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor’s obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County’s last payment to Contractor under this Agreement.
19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
20. TERMINATION: The County has and reserves the right to suspend, terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate or suspend the Contractor’s work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment. Said payment shall be computed in accordance with Exhibit B and Exhibit B1 hereto, provided that the maximum amount payable to Contractor for its Alameda Homeless Services - HHAP shall not exceed $285,767 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.
21. SMALL, LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:
Contractor has been approved by County to participate in contract without SLEB participation (Contractor is exempt from SLEB requirements because it is a governmental entity). As a result, there is no requirement to subcontract with another business in order to satisfy the County’s Small and Emerging Locally owned Business provision.
However, if circumstances or the terms of the contract should change, Contractor may be required to immediately comply with the County’s Small and Emerging Local Business provisions, including but not limited to:
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a. Contractor must be a certified small or emerging local business(es) or subcontract a minimum 20% with a certified small or emerging local business(es).
b. SLEB subcontractor(s) is independently owned and operated (i.e., is not owned or operated in any way by Prime), nor do any employees of either entity work for the other.
c. Small and/or Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract.
Contractor shall ensure that their own certification status and/or that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program.
d. Contractor shall not substitute or add any small and/or emerging local business(s) listed in this agreement without prior written approval from the County. Said requests to substitute or add a small and/or emerging local business shall be submitted in writing to the County department contract representative identified under Item #13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance & Reporting (OCCR).
e. All SLEB participation, except for SLEB prime contractor, must be tracked and monitored utilizing the Elation compliance System.
County will be under no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small and/or emerging local business.
For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact OCCR via e-mail at [email protected].
22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.
23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.
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24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.
26. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.
28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.
29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor’s performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County’s request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.
30. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without the County’s prior written approval.
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Master Contract No. 902012
a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.
b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County’s prior written approval.
c. Contractor shall require all subcontractors to comply with all indemnification and insurance requirements of this agreement, including, without limitation, Exhibit C. Contractor shall verify subcontractor’s compliance.
d. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.
31. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.
32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.
33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“Contractor Products”) provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so.
Contractor shall not agree without County’s prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.
a. If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with County’s defense and/or settlement of such proceeding.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non- infringing, but equivalent in functionality and performance.
c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.
34. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract.
The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.
35. EXTENSION: This agreement may be extended for an additional two years by mutual agreement of the County and the Contractor.
36. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement.
[END OF GENERAL TERMS AND CONDITIONS]
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
EXHIBIT A
EXHIBIT A
PROGRAM DESCRIPTION AND PERFORMANCE REQUIREMENTS
Contractor Name: City of Alameda, Community Development Department Contracting Department: Health Care Services Agency (HCSA) Office of Homeless Care and Coordination (OHCC)
Contract Period: 10/01/2021 – 12/31/2022
Contract Amount: $285,767.00
The City of Alameda shall utilize HHAP funds towards the provision of the following services:
• Operating subsidies for Emergency Shelter services and support
Funding Overview:
HHAP guidelines specify spending must be informed by a best practices’ framework focused on moving homeless individuals and families into permanent housing and ensuring those individuals and families to maintain their permanent housing:
I. “Homeless,” as defined in Section 578.3 of Title 24 of the Code of Federal Regulations.
II. Housing-related activities funded with HHAP funds must be in compliance or otherwise aligned with the Core Components of Housing First, pursuant to Welfare and Institution Code Section 8255(b).
The HHAP Grant Agreement is incorporated into this Agreement by this reference and may be relied upon to interpret this Agreement.
Program Name and Locations:
Day Center, Day Center Overnight Services Program and Safe Parking Located at:
The Village of Love 431 Stardust Pl., Alameda, Ca 94501
Contracted Services:
Contractor will operate the Emergency Shelter services at two locations for unhoused individuals to have a safe and supported environment. Contractor may subcontract with The Village of Love LLC.
Day Center and Day Center Overnight Services:
a safe, sanitary, secure, and welcoming place with bedding provided, for unhoused individuals to relax, get information, connect to services, and be supported by staff and peers.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT A
Safe Parking:
Provides individuals experiencing homelessness, who are living in their cars and vans, a place to legally park their vehicles in a safe, secure, sanitary, and welcoming environment. The program is not available for people living in Recreational Vehicles.
HHAP funds shall be used for the operations and administration of the projects.
I. Project Goals:
• Provide low-barrier, compassionate, and non-judgmental respite to literally homeless individuals in the City of Alameda and neighboring cities • Assist literally homeless individuals, to rapidly obtain permanent housing • Capture data in real-time in the Homeless Management Information System (HMIS) on all clients served and all major services rendered.
II. Target Population:
Of these HHAP funds include literally homeless adults who reside or are connected to the City of Alameda or the County.
III. Services to be Provided:
The City of Alameda, will provide the following services:
Day Center Overnight Services Program:
The City of Alameda shall implement a Day Center Overnight Services program serving homeless individuals, to complement the existing Day Center Program. Under this Agreement, The City of Alameda will provide direct services to clients, coordinate programs and activities, and operate the Day Center during overnight hours from 9:00 pm to 8:00 am, seven days a week and including Federal Holidays. The City of Alameda will assume budget oversight, evaluation, and reporting responsibilities. The City of Alameda will ensure that the following service com ponents will be provided:
a. Serve a minimum of 12 unduplicated individuals per week experiencing homelessness or at-risk of becoming homeless. Serve a minimum of 8 unduplicated individuals per week experiencing homelessness or at risk of becoming homeless while under COVID-19 mitigation measures.
b. Enroll walk-in participants onsite for immediate services. Accept referrals from Alameda Police Department, Operation Dignity, 211, and Coordinated Entry. c. Provide sleeping arrangements.
d. Close Day Center and conduct cleaning and sanitizing and set up sleeping arrangements prior to open hours.
e. Take down bedding, clean and sanitize after open hours.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT A
f. Provide housing navigation services.
g. Connect participants with Case Management available at the Day Center during dayti me hours.
h. Develop, coordinate, implement, oversee, and evaluate Day Center Overnight Services operations, programs, and services in coordination with existing Day Center operations.
Services many include, but are not limited to, the following: intake, meals, informa tion and referral, case management, showers, access to computers, housing navigation, etc.
Day Center Extended Hours:
The City of Alameda shall implement the Day Center Extended Hours Program serving unhoused individuals, to complement the existing Day Center Program. Under this Agreement, The City of Alameda will provide direct services to clients, coordinate programs and activities, and op erate the Day Center during Extended Hours from 5:00-8:00 pm Monday-Friday, and on weekends from 9:00 am – 8:00 pm including federal holidays. The City of Alameda’s will assume budget oversight, evaluation, and reporting responsibilities. The City of Alame da’s will ensure that the following service components will be provided:
a. In conjunction with existing Day Center programming, continue to serve a minimum of 12 unduplicated individuals per week experiencing homelessness or at- risk of becoming homeless. These 12 unduplicated individuals will include those also served during regular hours.
b. Develop, coordinate, implement, oversee, and evaluate Day Center Extended Hours operations, programs, and services in coordination with existing Day Center ope rations.
Services many include, but are not limited to, the following: intake, meals, peer support groups, information and referral, case management, care planning, benefits enrollment assistance, showers, recreation and enrichment activities, access to co mputers, housing navigation, entertainment, etc.
Safe Parking Weekend Hours Program:
The City of Alameda shall implement Safe Parking Weekend Hours Program serving unhoused individuals living in their cars and vans, to complement the existing Safe Parking Program.
Under this Agreement, The City of Alameda will provide direct services to clients, coordinate programs and activities, and operate the Safe Parking Extended Hours Program Saturday and Sunday night from 7:00 p.m. to 7:00 a.m. , including federal holidays. The City of Alameda will assume budget oversight, evaluation, and reporting responsibilities. At the minimum, The City of Alameda will ensure that the following service components will be provided:
a. Serve up to 25 cars or vans per day to support homeless individuals who are living in their vehicles.
b. Develop, coordinate, implement, oversee, and evaluate Safe Parking Extended Hours Program operations, programs, and services. Services many include, but are not limited to, the following: intake, registration, light breakfast, bathroom and washing facility, peer DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
EXHIBIT A
support, information and referral, and care planning aimed at moving clients towards stable housing and self-sufficiency.
c. Develop processes for screening, assessing, and enrolling participants in the program.
Ensure that participants understand, agr ee to, and sign the Safe Parking Onsite Code of Conduct and Expectations , which imposes disciplinary action, including disenrollment from the program, as necessary.
d. Develop processes to register vehicles accessing the Safe Parking Program and to check - in and check-out participants utilizing the service during operating hours. e. Monitor vehicle occupants for any illegal activity. Any violation of rules and requirements will have clear consequences laid out.
The City of Alameda shall, for each of the activities above, ensure that the following service components will be provided:
a. Adhere to the Core Principles established for the program that prioritize a housing first model, harm reduction approach, trauma informed care, and cultural competency, racial equity, and inclusivity in all facets of governance, operation, management, and service provision.
b. Provide a welcoming, safe, sanitary, and inclusive environment for all participants and guests from all walks of life, regardless of race, creed, gend er, gender identity, color, or religion. Any person in need: men, women, LGBTQ, is welcome to receive services without judgment.
c. Support participants with their health, mental health, housing, and social service needs by coordinating with community -based agencies serving the homeless population in Alameda and linking clients to programs and services that will help end their homelessness.
d. Maintain the safety, security, and accessibility of Safe Parking and Day Center facilities, grounds, and surrounding areas. Site maintenance includes keeping grounds and facility free of trash, providing trash receptacles and dog waste bags, and pressure washing the lot weekly.
e. Develop a clearly defined staffing plan and reporting responsibilities to suppor t planned activities and programs.
f. Develop an outreach plan to promote the program to the target population. g. Record, track, and report client data and other metrics using the appropriate database, forms, and templates agreed upon between The City of Alamed a and The County of Alameda.
h. Participate in T he City of Alameda’s homeless initiatives and programs, including the Collaboration Advancing Resources, Efforts, and Supports for The City of Alameda’s Homeless and its activities, and other workgroups appropriate to the scope of the project. i. Ensure timely and accurate submission of monthly, annual, and other reports requested by The City of Alameda.
The City will provide the following to support the execution of this Scope of Work:
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT A
a. Provide oversight for the contract including technical assistance as needed. b. Meet regularly with subcontractor to discuss progress and address any barriers to programming.
c. Monitor progress towards targeted numbers served and program quality. d. Develop, collect, and review reporting.
e. Provide fiscal oversight.
VI. Program Outcomes:
Contractor agrees to the following program success measures:
Process Objectives and Performance Measures
Contractor shall meet the following objectives, utilizing the County-adopted Results-Based Accountability (RBA) performance targets:
A. Performance Measure (“How Much”):
Contractor shall complete the following outcomes:
a. Serve a target of 12 unduplicated individuals within the Day Center Shelter b. Serve a target of 25 unduplicated individuals within the Safe Parking site b. 80% of participants accessing mainstream benefits
c. Target average length of participation in shelter: 180 days or less
B. Performance Measure (“Is Anyone Better Off”):
Contractor shall meet the following outcomes:
a. 30% of enrolled participants exiting to permanent housing. b. 75% of enrolled participants increasing or maintaining income.
VII. Reporting & Evaluation Requirements:
For every guest, Contractor will:
• Provide Alameda County Health Care Services Agency with a dedicated point of contact for data quality and reporting (a ‘data lead’).
• Complete all entry/exit Universal Data Elements (UDEs) in HMIS. • Provide real-time (within twenty-four hours) data entry of all clients served into the HMIS. At a minimum, this includes the HMIS intake and project entries/exits, and services provided, as applicable.
• Provide an HMIS “Annual Performance Report (APR)” report for the duration of the monthly period, reflecting the unduplicated total of persons served (including homeless persons or persons at imminent risk of homelessness served). APR shall be extracted from the County’s HMIS and shall not exceed 5% of null values in Questions 6a-f of the APR (Data Quality Sections).
o APRs must be submitted for each individual project type (i.e., Rapid Re-housing, Homeless Prevention, or relevant project).
• reports as demonstrated within Exhibit B2.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT A
• Ensure HMIS projects correctly identify appropriate funding sources for segmentation at the client level to facilitate State-level reporting requirements (i.e., Homeless Housing, Assistance and Prevention (HHAP) funding for shelter support, separated by individual project.)
County shall have on-demand access to City of Alameda’s HMIS data and will regularly, but no less frequently than monthly, pull these data sets to create program performance dashboards on program outcomes listed above. City Of Alameda agrees to work iteratively with County staff if data quality issues are identified during the course of reporting evaluation and dashboard creation, and to correct all data entry errors identified by County staff in a timely manner.
In the event HMIS is not available for a prolonged period, Contractor agrees to work with County staff to develop a comparable interim data collection solution. This interim solution shall pertain to all provisions in this Exhibit that otherwise refer to HMIS data collection, until such time as HMIS becomes sufficiently available and staff can be trained to use it. The City of Alameda further agrees to ensure that all data recorded in this interim solution is eventually transferred to HMIS when it becomes available for use.
Provide spending reports and accompanying documentation, with format and frequency as required by other funding sources.
The contractor must undertake continuous quantitative and qualitative (extracted from HMIS) evaluation of the Scope of Services as specified in this Agreement and shall share quarterly and annual written reports as demonstrated within Exhibit B2
Quarterly reporting deadlines as follows:
Service Period Due to County
Q2 10/01/21-12/31/21 1/11/22
Q3 1/01/22-3/31/22 4/11/22
Q4 4/01/22-6/30/22 7/11/22
Q1 07/01/22-9/30/22 10/10/22
Q2 10/01/22-12/31/22 01/09/23
VIII. Program Monitoring:
• Program monitoring may include review of operations, client eligibility, client records including any required releases or documentation for federal/county funding, back-up documentation for reporting progress towards meeting service and outcome objectives, coordination and communication with The City of Alameda and Alameda County, and coordination with service providers who come to the site or serve as client referrals.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT A
IX. Fiscal Compliance and Contract Monitoring:
• Fiscal monitoring may include review of the Grantee's organizational budget, the general ledger, quarterly balance sheet, cost allocation procedures and plan, State and Federal tax forms, audited financial statement, fiscal policy manual, supporting documentation for selected invoices, cash receipts and disbursement journals. • Compliance monitoring will include review of Personnel Manual, Policy Manuals or Documentation, Compliance with the Americans with Disabilities Act, subcontracts, and MOUs.
The County staff liaison will visit the project site periodically to review records and observe activities. The Contractor will provide clients' names, addresses, and telephone numbers to designated County staff liaison(s) in accordance with applicable laws and regulations.
Certification/Licensure/ Confidentiality
• Contractor will maintain all required licenses and special permits issued by federal, state, and local agencies related to the services it provides. • Contractor shall conform to all federal and state laws relating to confidentiality of patients’ medical information, including but not limited to HIPAA and HITECH when applicable.
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DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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Exhibit B
EXHIBIT B
TERMS AND CONDITIONS FOR PAYMENT
Terms and Conditions of Payment:
A. The total amount of reimbursement under the terms of this Agreement shall not exceed $285,767.00 Funds shall be used solely in support of the program budget, as set forth in Exhibit B1.
a. Any start-up expenditures or other advance payment are subject to the County’s Cash Advance Policy and Government Code 11019:
i. Contractor must be a community-based, private, nonprofit organization. ii. Advance payments will be considered at the beginning of the contract period on a case-by-case basis in response to critical financial need and the inability to reasonably meet payroll and operating expense requirements in a timely manner.
iii. A cash advance may be granted only once a year at the beginning of the contract period for expenses associated only with Alameda County contracts and is not to exceed the equivalent of the value of the contract divided by the number of months in the contract.
iv. The cash advance must be repaid in cash and include a recoupment plan. v. Any cash advance request must be in the form of a letter from the organization’s Executive Director submitted to the supervising department, with a Cash Advance Request Form completed. Departments will review each request within three weeks and forward the request to the Auditor for processing. The reason for any denial will be stated in writing to the Contractor.
B. Contractor shall invoice the County not more than monthly for actual expenses incurred.
The final invoice shall be for an amount not to exceed the remaining balance of the contract. The final invoice and accompanying reports must be received no later than January 31, 2023.
C. All invoices must be accompanied by reports described in Exhibit A upon contract execution.
D. County shall use best efforts to process invoices submitted for reimbursement by Contractor within forty-five (45) working days of receipt, review, and approval of complete and accurate invoice, reports, and any other back up documentation, information, or reports as requested.
Invoicing Procedures:
A. Invoices must include the Purchase Order (PO) number, invoice date, invoice number, service period, contract balance, actual expenditures (which may not exceed the budget in Exhibit B1), invoice total amount and all required reports, and any other back up documentation, information, or reports as requested, and shall be emailed to:
LaWanda Green – [email protected]
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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Exhibit B
CC: Phonethip Hill – [email protected]
B. The County and/or Auditor-Controller may withhold payment of all or a portion of Contractor’s claim for reimbursement of expenses when the Contractor has not complied with provisions of the current Agreement or a prior Agreement. Such matters of non- compliance may include, but are not restricted to, the delivery of patient and related services, submission of consumer service data and required reports, submission of documents supporting reimbursement requests which verify expenditures incurred, maintenance of proper records, submission of revenue reports, disallowance as a result of interim audit or financial compliance evaluations, or other conditions as required in this Agreement by Federal, State or County regulations. If payment of claims is to be delayed, the following procedures will be followed:
a. Contractor shall be notified by telephone within seven (7) working days of the receipt by County of Contractor’s claim if there is a reason for delaying or withholding payment.
b. The County shall provide written confirmation of reason(s) for delaying or withholding payment if the matter cannot be resolved within ten (10) working days of receipt of claim.
c. The County shall not be required to give written notice of the withholding action if an invoice must be held pending revisions, corrections, or amendments. It is the Contractor’s responsibility to correct invoice documents. In all cases, the Contractor shall be notified of the errors and corrective action needed. The withholding action shall be discussed with the Contractor at the time errors are brought to the Contractor’s attention. The County may, with Contractor’s consent, make minor adjustments on invoices to correct mathematical/typographical errors to expedite the claims process.
C. Contractor shall submit all final claims for reimbursement under this Agreement within forty-five (45) days following the expiration of this Agreement. All claims submitted after forty-five (45) days following the expiration date of this Agreement will not be subject to reimbursement by the County. Any “obligations incurred” which are included in the claims for reimbursement and paid by the County, but which remain unpaid by the Contractor after forty-five (45) days following the expiration date of the Agreement will be disallowed under audit by the County.
Sub-Contractor Requirements:
A. If a portion of the services under this Agreement is to be performed by a third party, the Contractor must submit a formalized agreement to the County for approval prior to the execution of the contract and the provision of services by the sub-contractor.
Failure to initiate, request, and receive written prior approval of the sub-contractor may result in the disallowance of payments to the third party.
B. Contractor shall ensure that all sub-contracts, scopes of services, line-item budgets and budget narratives are submitted in the format as set forth by County, State and Federal mandates depending on funding sources. The decision to approve or disapprove any sub-contracts will be based on the information contained in the contract documents.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit B
Therefore the contracts must, as applicable, describe the activities or functions involved, a time schedule, a justification for the performance by a third-party, rate of compensation, a breakdown of and justification for the estimated costs, including the manner in which indirect costs, if any, will be reimbursed, the grant policies and requirements that are applicable to sub-contractor, other policies and procedures to be followed, the maximum amount of money for which Contractor may become liable under the agreement, and the cost principles to be used in determining allowable costs in the case of cost-type contracts.
C. Contractor shall reimburse subcontractors or personal consultants only for those services provided or for those activities performed pursuant to this Agreement.
Financial Controls, Records, and Audit:
A. Financial Records: Contractor has sole authority over accounting and systems for the development, preparation and safekeeping of records and books of account relating to contracted services, including the preparation and submission of any cost reports, supporting data and other materials in connection with reimbursement under Medicaid and other third-party payment contracts and programs.
B. Audit: Contractor will participate in an annual fiscal audit to be pre-scheduled and conducted by the County. The fiscal audit will include a financial review of one monthly reimbursement request, specifically: verification of all related financial support documentation utilized in the development of the specific reimbursement request; and, examination of Contractor financial record-keeping systems and procedures relative to the development of the reimbursement request and receipt of payment. Upon completion of the annual fiscal audit the County will provide Contractor a finding report with applicable corrective measures, as necessary. Timelines for executing applicable corrective measures shall be negotiated between Contractor and the County.
Other Provisions:
A. The continuation of this Agreement and payments hereunder shall be subject to the availability of funds to the County of Alameda. Alameda County agrees to notify the Contractor in writing of any modifications related to changes in available funding.
B. Should the State of California, Federal Government, or other funding source refuse to reimburse County (or disallow payment, including based upon audit exceptions) for any relevant claim submitted to County by Contractor, Contractor agrees to reimburse County for all such claims or disallowances. Any such disallowances or penalties resulting will be the sole responsibility of the Contractor.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT B1
PAGE 1 OF 1
Exhibit B1
BUDGET SUMMARY
Contractor’s expenditures shall be in accordance with the chart set forth below.
HHAP Funded Expenses
10/01/2021 – 12/31/2022
Category Amount
1. HHAP funds will support Day Center Overnight
& Day Center Extended Operations
183,275.00
2. HHAP funds will support Safe Parking
Operations
102,492.00
TOTAL 285,767.00
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT B2
PAGE 1 OF 2
Exhibit B2
Quarterly Outcomes Reporting
Vendor: City of Alameda
Contract Term: 10/01/2021 – 12/31/2022
Reporting Period: Fiscal Year:
Quarter: ☐ 1 (July-Sept) ☐ 2 (Oct-Dec) ☐ 3 (Jan-Mar) ☐ 4 (April- June) Contract Type (check all that
apply):
☐ Direct Service
☐ Start-Up
☐ Capacity Building
Complete items 1 & 4 below
Complete items 2 & 4 below
Complete items 3 & 4 below
1. Direct Service Outcomes Reporting (complete all that apply):
Reporting
Period
(Quarter)
Number
Reporting
Period
(Quarter)
Percent
Cumulative
(for Fiscal
Year)
Number
Cumulative
(for Fiscal
Year)
Percent
Category 1: Outreach, Engagement and Benefits Enrollment Number of unduplicated clients N/A N/A
Number of encounters (services contacts recorded in HMIS) N/A N/A Number and percent of clients referred to or that received a service
Number and percent of clients contacted two or more times in past month
Number and percent of clients enrolled in public benefits Number and percent of clients with increased income
Number and percent of clients with improved housing situation Category 2: Health and Supportive Services
Number of unduplicated clients N/A N/A
Number of encounters (service contacts recorded in HMIS) N/A N/A Number and percent of clients connected to a primary care provider (documented contact info in HMIS)
Number and percent of clients enrolled in public benefits Number and percent of clients with improved housing situation Number and percent of clients obtaining permanent housing Number and percent of clients with increased income
Category 3: Housing and Property Related Services
Number of unduplicated clients receiving move-in or prevention assistance
N/A N/A
Number of new units and beds obtained by type (respite, shelter, permanent supportive housing, board & care, etc.)
N/A N/A
Percent of units and beds maintained N/A N/A
Number of clients assisted with move in N/A N/A
Number of units assisted with prevention funding N/A N/A Retention rate of clients maintaining housing at 6 months Retention rate of clients maintaining housing at 12 months Retention rate of clients maintaining housing at 24 months DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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EXHIBIT B2
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2. Start-Up Outcomes Reporting:
Type of Service (select all
that apply):
☐ Outreach, Engagement and Benefits Enrollment
☐ Health and Supportive Services
☐ Housing and Property Related Services
Description: Describe the new program (100 words max):
Anticipated Number of
Unduplicated Clients:
Anticipated Number of
Clients to be Served
Annually:
Program Start Date:
3. Capacity-Building Reporting:
Type of Service (select all
that apply):
☐ Outreach, Engagement and Benefits Enrollment
☐ Health and Supportive Services
☐ Housing and Property Related Services
Description of Services: Please describe (100 words max):
Key Accomplishment(s): Please describe (100 words max):
4. Outcomes Specific to the Reporting Quarter (Direct Services, Start-up, and/or Capacity-Building):
Please highlight concrete accomplishments, successes, challenges and/or barriers and including emphasis on performance outcome measures (200 words max):
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit C
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit D
EXHIBIT D
COUNTY OF ALAMEDA
DEBARMENT AND SUSPENSION CERTIFICATION
(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).
The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:
• Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;
• Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years;
• Does not have a proposed debarment pending; and
• Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years.
If there are any exceptions to this certification, insert the exceptions in the following space.
Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.
Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.
CONTRACTOR: City of Alameda, A Municipal Corporation
PRINCIPAL: Gerry Beaudin . TITLE: _Interim City Manager____________
.
SIGNATURE:_____________________________ DATE:______________________ DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit E
EXHIBIT E
HIPAA BUSINESS ASSOCIATE AGREEMENT
This Exhibit, the HIPAA Business Associate Agreement (“Exhibit”) supplements and is made a part of the underlying agreement (“Agreement”) by and between the County of Alameda, (“County” or “Covered Entity”) and City of Alameda, on behalf of its Community Development Department, (“Contractor” or “Business Associate”) to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.
I. RECITALS
Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information (“PHI”); Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the “HITECH Act”), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (the “HIPAA Regulations”), and other applicable laws; and The Privacy Rule and the Security Rule in the HIPAA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, sections 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations (“C.F.R.”) and as contained in this Agreement.
II. STANDARD DEFINITIONS
Capitalized terms used, but not otherwise defined, in this Exhibit shall have the same meaning as those terms are defined in the HIPAA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIPAA Regulations, as amended, the HIPAA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIPAA Regulations unless otherwise specified.
The following terms used in this Exhibit shall have the same meaning as those terms in the HIPAA Regulations: Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Health Plan, Individual, Limited Data Set, Marketing, Minimum Necessary, Minimum Necessary Rule, Protected Health Information, and Security Incident.
The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI.
III. SPECIFIC DEFINITIONS
Agreement. “Agreement” shall mean the underlying agreement between County and DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit E
Contractor, to which this Exhibit, the HIPAA Business Associate Agreement, is attached.
Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 C.F.R. section 160.103, the HIPAA Regulations, and the HITECH Act, and in reference to a party to this Exhibit shall mean the Contractor identified above. “Business Associate” shall also mean any subcontractor that creates, receives, maintains, or transmits PHI in performing a function, activity, or service delegated by Contractor.
Contractual Breach. “Contractual Breach” shall mean a violation of the contractual obligations set forth in this Exhibit.
Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 C.F.R. section 160.103, and in reference to the party to this Exhibit, shall mean any part of County subject to the HIPAA Regulations.
Electronic Protected Health Information. “Electronic Protected Health Information” or “Electronic PHI” means Protected Health Information that is maintained in or transmitted by electronic media.
Exhibit. “Exhibit” shall mean this HIPAA Business Associate Agreement.
HIPAA. “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.
HIPAA Breach. “HIPAA Breach” shall mean a breach of Protected Health Information as defined in 45 C.F.R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.
HIPAA Regulations. “HIPAA Regulations” shall mean the regulations promulgated under HIPAA by the U.S. Department of Health and Human Services, including those set forth at 45 C.F.R.
Parts 160 and 164, Subparts A, C, and E.
HITECH Act. “HITECH Act” shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the “HITECH Act”).
Privacy Rule and Privacy Regulations. “Privacy Rule” and “Privacy Regulations” shall mean the standards for privacy of individually identifiable health information set forth in the HIPAA Regulations at 45 C.F.R. Part 160 and Part 164, Subparts A and E.
Secretary. “Secretary” shall mean the Secretary of the United States Department of Health and Human Services (“DHHS”) or his or her designee.
Security Rule and Security Regulations. “Security Rule” and “Security Regulations” shall mean the standards for security of Electronic PHI set forth in the HIPAA Regulations at 45 C.F.R. Parts 160 and 164, Subparts A and C.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit E
IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE
Business Associate may only use or disclose PHI:
A. As necessary to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, provided that such use or Disclosure would not violate the Privacy Rule if done by Covered Entity;
B. As required by law; and
C. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
V. PROTECTION OF PHI BY BUSINESS ASSOCIATE
A. Scope of Exhibit. Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording and electronic display, by Covered Entity or its operating units to Business Associate, or is created or received by Business Associate on Covered Entity’s behalf, shall be subject to this Exhibit.
B. PHI Disclosure Limits. Business Associate agrees to not use or further disclose PHI other than as permitted or required by the HIPAA Regulations, this Exhibit, or as required by law. Business Associate may not use or disclose PHI in a manner that would violate the HIPAA Regulations if done by Covered Entity.
C. Minimum Necessary Rule. When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or if that is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity’s existing Minimum Necessary policies and procedures.
D. HIPAA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIPAA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit E
E. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or Disclosure of PHI by Business Associate in violation of the requirements of this Exhibit. Mitigation includes, but is not limited to, the taking of reasonable steps to ensure that the actions or omissions of employees or agents of Business Associate do not cause Business Associate to commit a Contractual Breach.
F. Notification of Breach. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIPAA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity’s HIPAA Privacy Officer or other designee that is in compliance with 45 C.F.R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen (15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIPAA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.
G. Agents and Subcontractors. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions, conditions, and requirements that apply through this Exhibit to Business Associate with respect to such information. Business Associate shall obtain written contracts agreeing to such terms from all agents and subcontractors. Any subcontractor who contracts for another company’s services with regards to the PHI shall likewise obtain written contracts agreeing to such terms. Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity.
H. Review of Records. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIPAA training records and HIPAA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.
I. Performing Covered Entity’s HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity’s obligations under the HIPAA Regulations, Business Associate must comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligations.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
Master Contract No. 902012
Exhibit E
J. Restricted Use of PHI for Marketing Purposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual’s authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIPAA Regulations and the HITECH Act, including, but not limited to, 45 C.F.R. section 164.508 and 42 U.S.C. section 17936.
K. Restricted Sale of PHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as permitted by the HITECH Act, 42 U.S.C. section 17935(d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.
L. De-Identification of PHI. Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de- identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b).
M. Material Contractual Breach. Business Associate understands and agrees that, in accordance with the HITECH Act and the HIPAA Regulations, it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual Breach or violation of the HIPAA Regulations. Business Associate further understands and agrees that: (i) it will also be subject to the same penalties as a Covered Entity for any violation of the HIPAA Regulations, and (ii) it will be subject to periodic audits by the Secretary.
VI. INDIVIDUAL CONTROL OVER PHI
A. Individual Access to PHI. Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual’s designee, as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. section 164.524. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.
B. Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of Disclosures to an Individual as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.
C. Amendment to PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. section 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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Exhibit E
VII. TERMINATION
A. Termination for Cause. A Contractual Breach by Business Associate of any provision of this Exhibit, as determined by Covered Entity in its sole discretion, shall constitute a material Contractual Breach of the Agreement and shall provide grounds for immediate termination of the Agreement, any provision in the Agreement to the contrary notwithstanding. Contracts between Business Associates and subcontractors are subject to the same requirement for Termination for Cause.
B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation of HIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement of HIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.
C. Return or Destruction of PHI. In the event of termination for any reason, or upon the expiration of the Agreement, Business Associate shall return or, if agreed upon by Covered Entity, destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI.
This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.
If Business Associate determines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible.
VIII. MISCELLANEOUS
A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIPAA, the HIPAA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate’s own purposes or that any information in Business Associate’s possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.
B. Regulatory References. A reference in this Exhibit to a section in HIPAA, the HIPAA Regulations, or the HITECH Act means the section as in effect or as amended, and for which compliance is required.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 23327
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Exhibit E
C. Amendments. The parties agree to take such action as is necessary to amend this Exhibit from time to time as is necessary for Covered Entity to comply with the requirements of HIPAA, the HIPAA Regulations, and the HITECH Act.
D. Survival. The respective rights and obligations of Business Associate with respect to PHI in the event of termination, cancellation or expiration of this Exhibit shall survive said termination, cancellation or expiration, and shall continue to bind Business Associate, its agents, employees, contractors and successors.
E. No Third Party Beneficiaries. Except as expressly provided herein or expressly stated in the HIPAA Regulations, the parties to this Exhibit do not intend to create any rights in any third parties.
F. Governing Law. The provisions of this Exhibit are intended to establish the minimum requirements regarding Business Associate’s use and Disclosure of PHI under HIPAA, the HIPAA Regulations and the HITECH Act. The use and Disclosure of individually identified health information is also covered by applicable California law, including but not limited to the Confidentiality of Medical Information Act (California Civil Code section 56 et seq.). To the extent that California law is more stringent with respect to the protection of such information, applicable California law shall govern Business Associate’s use and Disclosure of confidential information related to the performance of this Exhibit.
G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA, the HIPAA Regulations, the HITECH Act, and in favor of the protection of PHI.
This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:
Name: City of Alameda, A Municipal Corporation
By (Signature): ___________________________________
Print Name: Gerry Beaudin
Title: Interim City Manager
Date: __________________________________________
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 22374
Master Contract No. 902013
Exhibit F
EXHIBIT F
AUDIT REQUIREMENTS
The County contracts with various organizations to carry out programs mandated by the Federal and State governments or sponsored by the Board of Supervisors. Under the Single Audit Act Amendments of 1996 (31 U.S.C.A. §§ 7501-7507) and Board policy, the County has the responsibility to determine whether organizations receiving funds through the County have spent them in accordance with applicable laws, regulations, contract terms, and grant agreements. To this end , effective with the first fiscal year beginning on and after December 26, 2014, the following are required.
I. AUDIT REQUIREMENTS
A. Funds from Federal Sources:
1. Non-Federal entities which are determined to be subrecipients by the supervising department according to 2 CFR § 200.330 and which expend annual Federal awards in the amount specified in 2 CFR § 200.501 are required to have a single audit pe rformed in a ccordance with 2 CFR § 200.514.
2. When a non-Federal entity expends annual Federal awards in the amount specified in 2 CFR § 200.501(a) under only one Federal program (excluding R&D) and the Federal program's statutes , regulations, or terms and conditions of the Federal award do not require a financial statement audit of the auditee, the non-Federal entity may elect to have a program-specific audit conducted in accordance with 2 CFR § 200.507 (Program Specific Audits).
3. Non-Federal entities which expend annual Federal awards less than the amount specified in 2 CFR § 200.501(d) are exempt from the single audit requirements for that year except that the County may require a limited-scope audit in accordance with 2 CFR § 200.503(c) .
B. Funds from All Sources:
Non-Federal entities which expend annual funds from any source (Federal, State, County, etc.) through the County in an amount of:
1. $100,000 or more must have a financial audit in accordance with the U.S. Comptroller G eneral’s Generally Accepted Gov ernment Auditing Standards (GAGAS) covering all County programs.
2. Less than $100,000 are exempt from these audit requirements except as otherwise noted in the contract.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 22374
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Exhibit F
Non-Federal entities that are required to have or choose to do a single audit in accordance with 2 CFR Subpart F, Audit Requirements a re not required to have a financial audit in the same year. However, Non-Federal entities that are required to have a financial audit may also be required to have a limited-scope audit in the same year.
C. General Requirements for All Audits:
1. All audits must be conducted in accordance with Generally Accepted Government Auditing Standards issued by the Comptroller General of the United States (GAGAS).
2. All audits must be conducted annually, except for biennial audits authorized by 2 CFR § 200.504 and wh ere specifically allowed otherwise by laws, regulations, or County policy.
3. The audit report must contain a separate schedule that identifies all funds received from or passed through the County that is covered by the audit. County programs must be identified by contract number, contract amount, contract period, and amount expended during the fiscal year by funding source. An exhibit number must be included when applicable.
4. If a funding source has more stringent and specific audit requirements, these requirements must prevail over those described above.
II. AUDIT REPORTS
A. For Single Audits
1. Within the earlier of 30 calendar days after receipt of the auditor’s report or nine months after the end of the audit period, the auditee must electronically submit to the Federal Audit Clearinghouse (FAC) the data collection form described in 2 CFR § 200.512(b) and the reporting package described in 2 CFR § 200.512(c). The auditee and auditors must ensure that the reporting package does not include protected personally identifiable information. The FAC will make the reporting package and the data collection form available on a web site and all Federal agencies, pass-through entities and others interested in a reporting package and data collection form must obtain it by accessing the FAC. As required by 2 CFR § 200.512(a)(2), unless restricted by Federal statutes or regulations, DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67 Procurement Contract No. 22374
Master Contract No. 902013
Exhibit F
the auditee must make copies available for public inspection.
2. A notice of the audit report issuance along with two copies of the management letter with its corresponding response should be sent to the County supervising departme nt within ten calendar days after it is submitted to the FAC. The County supervising department is responsible for forwarding a copy of the audit report, management letter, and corresponding responses to the County Auditor within one week of receipt.
B. For Audits other than Single Audits
At least two copies of the audit report package, including all attachments and any management letter with its corresponding response, should be sent to the County supervising department within six months after the end of the audit year, or other time frame as specified by the department. The County supervising department is responsible for forwarding a copy of the audit report package to the County Auditor within one week of receipt.
III. AUDIT RESOLUTION
Within 30 days of issuance of the audit report, the entity must submit to its County supervising department a corrective action plan consistent with 2 CFR § 200.511(c) to address each audit finding included in the current year auditor’s report.
Questioned costs and disallowed costs must be resolved according to procedures established by the County in the Contr act Administration Manual. The County supervising department will follow up on the implementation of the corrective action plan as it pertains to County programs.
IV. ADDITIONAL AUDIT WORK
The County, the State, or Federal agencies may conduct additional audits or reviews to carry out their regulatory responsibilities. To the extent possible, these audits and reviews will rely on the audit work already performed under the audit requirements listed above.
DocuSign Envelope ID: 84072ADC-CA86-4E99-A92A-5781E2ADFD67