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SERVICE PROVIDER AGREEMENTThis SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of _________ 2025 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and ALAMEDA FAMILY SERVICES, a California non-profit corporation, whose address is 2325 CLEMENT AVENUE, SUITE A, ALAMEDA, CA 94501 ("Provider"), in reference to the following facts and circumstances:RECITALS A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. The City is in need of the following services: Clinician and Case Management Services for the Community Assessment Response and Engagement team. Provider was selected on a sole source basis because (must provide justification for sole source selection). C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.D. Deliver clinician and case management support for the Community Assessment, Response, and Engagement (CARE Team) Program across multiple locations within the city. Provider’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Provider’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Provider shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Provider pursuant to this Agreement. E. Whereas, the City Council authorized the City Manager to execute this Agreement on ___________________. F. The City and Provider desire to enter into an agreement for clinician and case management support for the Community Assessment, Response, and Engagement (CARE Team) Program, upon the terms and conditions herein. AGREEMENT NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
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1. TERM:The term of this Agreement shall commence on the 1st day of July 2025, and shall terminate on the 30th day of June 2028, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein. 3. COMPENSATION TO PROVIDER: a. By the 7thday of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference. Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B. b. Compensation for work done under this Agreement, shall not exceed as follows: FY 25-26 total compensation shall not exceed $535,825 FY 2026-2027 total compensation shall not exceed $561,507 FY 2027-2028 total compensation shall not exceed $584,554 Total three-year compensation shall not exceed $$1,681,886 Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City. 4. TIME IS OF THE ESSENCE:Provider and the City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE:Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement. Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are Alameda Family Services 3 Version 03-05-25
caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement. 6. INDEPENDENT PARTIES: Provider hereby declares that Provider is engaged as an independent business and Provideragrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider. 8. NON-DISCRIMINATION:Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
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9. HOLD HARMLESS: To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from Provider’s negligent or reckless acts or omissions, or willful misconduct, or from negligent or reckless acts or omissions, or willful misconduct, by Provider’s employees, agents, subcontractors, or volunteers, in performing Provider’s obligations pursuant to this Agreement.. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense. Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. a. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. b. Provider’s obligation to indemnify, defend and hold harmless Indemnitees shall expressly survive the expiration or early termination of this Agreement. c. The City shall indemnify, defend, and hold harmless Provider from and against any Claims arising from the City’s negligent or reckless acts or omissions, or willful misconduct, or from negligent or reckless acts or omissions, or willful misconduct, by the City’s employees, agents, subcontractors, or volunteers, in performing the City’s obligations pursuant to this Agreement. The City’s obligation to indemnify, defend, and hold harmless Indemnitees shall expressly survive the expiration or early termination of this Agreement. 10. INSURANCE:a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10.b. (1) through (5). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement: “Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the Alameda Family Services 5 Version 03-05-25
term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates. _____________Provider Initialsb. COVERAGE REQUIREMENTS: Provider shall maintain insurance coverage and limits at least as broad as:(1) Workers’ Compensation:Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate - all other Property Damage: $1,000,000 each occurrence $2,000,000 aggregate If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010. (3) Automotive:Comprehensive automobile liability coverage (any auto) in the following minimum limits:Bodily injury: $1,000,000 each occurrenceProperty Damage: $1,000,000 each occurrenceorCombined Single Limit: $2,000,000 each occurrenceAdditional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.(4) Professional Liability:Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work
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hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits: $2,000,000 each claim Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.(5) Cyber Liability: Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations with the following minimum limits: $2,000,000 per occurrence or claim. As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City. c. SUBROGATION WAIVER:Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE: If Provider at any time during the term hereof should fail to secure or maintain theforegoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums Alameda Family Services 7 Version 03-05-25
at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. e. ADDITIONAL INSUREDS: The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Additional Insured coverage under Provider’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater.g. EXCESS OR UMBRELLA LIABILITY:If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full. 11. CONFLICT OF INTEREST: Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written Alameda Family Services 8 Version 03-05-25
consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent or more of the voting power of Provider. 13. APPROVAL OF SUB-PROVIDERS: a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub-providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product. 14. PERMITS AND LICENSES:Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder. 15. REPORTS: a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City. b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider Alameda Family Services 9 Version 03-05-25
without prior approval of the City Manager or their designee.c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement. 16. RECORDS:a. Generally, the City has the right to conduct audits of Provider’s financial, performance and compliance records maintained in connection with Contractor’s operations and services performed under the Agreement. In the event of such audit, Contractor agrees to provide the City with reasonable access to Contractor’s employees and make all such financial (including annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Contractor an opportunity to discuss and respond to any findings before a final audit report is filed.b. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). c. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment. d. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section. b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
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c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:City of AlamedaFire Department1300 Park StreetAlameda, CA 94501 ATTENTION: Nicholas Luby, Fire ChiefPh: (510) 337-2102 / [email protected] e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at: Alameda Family Services 2325 Clement Avenue, Suite A Alameda, CA 94501 ATTENTION: Director Katherine SwartzPh: (510) 629-6300 f. All updated insurance certificates from Provider to the City shall be addressed to the City at:City of AlamedaFire Department1300 Park StreetAlameda, CA 94501 ATTENTION: Nicholas Luby, Fire ChiefPh: (510) 337-2102 / [email protected] 18. SAFETY:a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a written report of all Alameda Family Services 11 Version 03-05-25
incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.19. TERMINATION: a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein. c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement. 20. ATTORNEYS’ FEES: In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.21. HEALTH AND SAFETY REQUIREMENTS. Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.22. COMPLIANCE WITH ALL APPLICABLE LAWS:During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any Alameda Family Services 12 Version 03-05-25
claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.23. CONFLICT OF LAW:This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.24. WAIVER:A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.25. INTEGRATED CONTRACT: Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider. 26. PREVAILING WAGES: Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.6. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
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28. COUNTERPARTS: This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 29. SIGNATORY: By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.30. CONTROLLING AGREEMENT: In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.ALAMEDA FAMILY SERVICES CITY OF ALAMEDAaCalifornia non-profit corporation a municipal corporation Katherine Schwartz Jennifer OttExecutive Director City Manager RECOMMENDED FOR APPROVAL Nicholas LubyFire Chief APPROVED AS TO FORM: City Attorney Douglas W. McManawayAssistant City Attorney
Annual PayFTE 2025Annual PayFTE 2026Annual PayFTE 2027Personnel CostsProgram Director 129,773 0.75 $ 97,330 136,262 0.75 $ 102,197 143,075 0.75 $ 107,306 Senior Clinical Case Manager 80,306 1.00 $ 80,306 84,321 1.00 $ 84,321 88,537 1.00 $ 88,537 Clinical Case Manager 69,669 1.30 $ 90,570 73,153 1.30 $ 95,099 76,811 1.30 $ 99,854 Clinical Program Assistant 62,400 0.10 $ 6,240 65,520 0.10 $ 6,552 68,796 0.10 $ 6,880 On- Call Base $ 5,000 $ 5,250 $ 5,513 Quality Assurance Manager 65,450 0.15 $ 9,818 67,672 0.15 $ 10,151 71,056 0.15 $ 10,658 Quality Assurance Specialist 56,238 0.03 $ 1,406 59,050 0.03 $ 1,476 62,002 0.03 $ 1,550 Weekly Stipends ( $1,300/wk.) $ 67,600 $ 67,600 $ 67,600 Other Stipends $ 1,500 $ 1,500 $ 1,500 Total Salaries3.325 $ 359,769 3.325 $ 374,145 3.325 $ 389,398 Benefits 22% $ 79,149 $ 82,312 $ 85,668 Total Salaries and Benefits $ 438,918 $ 456,457 $ 475,066 Operating Expenses Operations$22,000 $25,200 $26,460 Client Expense$1,000 $2,400 $2,400 Other$0 $0 $0 Subtotal Operating Expenses$23,000 $27,600 $28,860 Total Salaries, Benefits and Operating $461,918 $484,057 $503,926 Administrative Overhead 16%16%$73,907 $77,449 $80,628 Total Costs$535,825 $561,507 $584,554 ALAMEDA FAMILY SERVICEBudget Proposal for Cares TeamJuly 1. 2025 - June 20282025 - 20262026 - 20272027 - 2028 March 19, 2025To Whom It May Concern: Alameda Family Services (AFS) certifies that we have operated in close collaboration with the Alameda Fire Department (AFD) as the sole provider of mental health support and services for the Alameda CARE Team since December 2021. This collaboration has resulted in the development and implementation of policies that have ensured an exceptional standard of service for Alameda residents by both entities, as indicated by the data outcomes that are regularly reviewed by the City of Alameda. AFS’ partnership with AFD is essential for ensuring the City of Alameda has an integrated and tiered system of care that is not only responsive to community needs but able to find the best solution for each unique situation.The characteristics of this partnership are described below. AFS’ Crisis Services Division supports the Alameda CARE Team by meeting the needs of Alameda’s residents whoare experiencing mental health crises, homelessness, and other acute life challengesthat create roadblocks to successful stabilization.provides 24/7 on-call, licensed clinicians, as required by the County of Alameda, whowork in direct partnership with Alameda Fire Department (AFD) paramedics andEmergency Medical Technicians tooprovide mental health consultation so AFD can write involuntary holds;osupport AFD in completing diagnostic assessments and developing clinicallyappropriate safety plans;oassist in identifying the most effective and appropriate interventions to reduceunnecessary hospitalizations and visits to emergency rooms, includingpsychiatric emergency services.provides intensive follow-up Clinical Case Management and Bridge Therapy to supportCARE Team clients until longer-term services can be identified and accessed.collects and reports on data necessary for understanding the effectiveness of theprogram.Thank you,Katherine SchwartzExecutive Director
2325C lement Ave.Alameda, C A 94501(51 0) 629-6300AlamedaFamilyS ervices.org Alameda Family Services RESOLUTION of the Alameda Family Services Board of DirectorsWHEREAS:A.Alameda Family Services, a California nonprofit public benefit corporation, hired anew Executive Director on the date of April 1, 2019. B.Alameda Family Services wishes to transfer authorization for signature to Ms. KatherineSchwartz, the new Executive Director.NOW THEREFORE BE IT RESOLVED THAT:1. The Board of Directors of Alameda Family Service hereby authorizes KatherineSchwartz, Executive Director to sign any and all agreements, contracts, MOUs, or otherofficial documents as the official representative of Alameda Family Services.PASSED AND ADOPTED at a regular meeting of the Alameda Family Services this 10thday of April, 2019 by the following vote:AYES: ____11________ ABSTENTIONS: _____0_______NOES: _____0_______ ABSENT: ____4_______